[Federal Register Volume 85, Number 230 (Monday, November 30, 2020)]
[Notices]
[Pages 76645-76649]
[FR Doc No: 2020-26280]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90490; File No. SR-DTC-2020-016]

Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend the Reorganizations Service Guide and the Guide to the Fee
Schedule

November 23, 2020.
    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 November 19, 2020, 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 Rules 19b-
4(f)(2) and (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)(2) and (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 \5\ would amend the Reorganizations Guide
and the Fee Guide to (i) postpone the retirement of DTC's legacy
computer to computer facility (``CCF'') files for corporate actions
entitlements and allocations (``CCF Entitlements and Allocations
Files'') \6\ to January 1, 2022, and (ii) amend the Fee Guide to apply
the CCF File Fee to Participants that continue to consume CCF
Entitlements and Allocations Files between January 1, 2021 and December
31, 2021, as more fully described below.
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    \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''), the Guide to the DTC Fee
Schedule (``Fee Guide''), and the Reorganizations Service Guide
(``Reorganizations Guide''), available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
    \6\ Each of the CCF Entitlements and Allocations Files falls
into one of two categories (each, a ``File Category''): (i) Pre-
allocation (``Pre-Allocation CCF Files''), which includes files
containing a Participant's allocation projections and entitlements,
or (ii) allocation/post-allocation (``Allocation/Post-Allocation CCF
Files''), which includes files containing information on a
Participant's allocations and pending allocations. See Important
Notice 13851-20 (August 27, 2020), available at https://www.dtcc.com/legal/important-notices.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change

    In its filing with the Commission, the clearing agency included
statements concerning the purpose of and basis for the proposed rule
change and discussed any comments it received on the proposed rule
change. The text of these statements may be examined at the places
specified in Item IV below. The clearing agency has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change

1. Purpose
    The proposed rule change would amend the Reorganizations Guide and
the Fee Guide to (i) postpone the retirement of CCF Entitlements and
Allocations Files to January 1, 2022, and (ii) amend the Fee Guide to
apply the CCF File Fee to Participants that continue to consume CCF
Entitlements and Allocations Files between January 1, 2021 and December
31, 2021, as more fully described below.

(i) Retirement of CCF Entitlements and Allocations Files
A. Background
    Today, DTC handles essential aspects of processing corporate action
events by routinely receiving and distributing information to its
Participants through ISO 20022 messaging. In parallel, however, DTC
supports Participants' use of legacy CCF corporate actions files that
have not yet been retired.\7\
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    \7\ There are three types of CCF files representing the
corporate actions lifecycle: Corporate actions announcements (``CCF
Announcements Files'') and the CCF Entitlements and Allocations
Files. DTC also accepts corporate actions instructions from
Participants through CCF files (``CCF Corporate Actions Instructions
Files''). CCF Corporate Actions Instructions Files are not subject
to this proposed rule change.
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    The transition from CCF files to 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 actions 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.
    Since 2011, DTC has been informing Participants that corporate
actions CCF files will be retired and will be replaced by ISO 20022
messaging.\8\ Over the years, DTC has phased in parallel production
periods for ISO 20022 messaging in order to provide Participants the
opportunity to prepare their systems for the transition. DTC has also
continued to support Participant migration efforts by providing a
robust online learning center, hosting ISO specific monthly calls and
offering a dedicated email box for client inquiries.
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    \8\ See Securities Exchange Act Release No. 63886 (February 10,
2011), 76 FR 9070 (February 16, 2011) (SR-DTC-2011-02). The rule
filing indicated that DTC will continue to support its legacy
proprietary CCF files until 2015.
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    DTC began discussing specific retirement dates for CCF
Announcements Files in 2015. At that time, some Participants asked DTC
to continue to support the CCF Announcements Files until they had fully
developed their systems to migrate to ISO 20022 messaging. In response,
DTC postponed the retirement of CCF Announcements Files and, to
encourage prompt transition to the ISO 20022 standard, implemented a
$50,000 fee (``CCF File Fee'') per event group,\9\ per twelve month
period, for Participants that continued to receive the CCF
Announcements Files during the fee period.\10\ DTC believes that the
CCF File Fee provided a strong incentive for Participants to accelerate
their migration from the CCF format to the ISO 2002 standard, thereby
allowing DTC to retire all of the CCF Announcements Files by December
31, 2018.\11\
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    \9\ There are three event groups for CCF Announcements Files for
corporate actions. Participants subscribe to the CCF files for each
event group separately. The event groups are (i) distributions
(``Distributions''), such as cash and stock dividends, principal and
interest, and capital gain distributions; (ii) redemptions
(``Redemptions''), such as full and partial calls, final paydowns,
and maturities; and (iii) reorganizations (``Reorganizations''),
which include both mandatory and voluntary reorganizations such as
exchange offers, conversions, Dutch auctions, mergers, puts, reverse
stock splits, tender offers, and warrant exercises.
    \10\ See Securities Exchange Act No. 76811 (December 31, 2015),
81 FR 826 (January 7, 2016) (SR-DTC-2015-013).
    \11\ See Securities Exchange Act Release No. 79746 (January 5,
2017), 82 FR 3372 (January 11, 2017) (SR-DTC-2016-014).
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B. CCF Entitlements and Allocations Files
    With respect to the CCF Entitlements and Allocations Files, DTC
began providing Participants with parallel ISO 20022 messaging in 2013
(Distributions), 2015 (Redemptions) and 2017 (Reorganizations). Since
2013, DTC has been working with Participants to support their orderly
migration away from the CCF Entitlements and Allocations Files to ISO
20022 messaging.
    In 2016, DTC announced a projected retirement timeline for CCF
Entitlements and Allocations Files, which was set to begin on January
1, 2017. Since then, at the repeated requests of Participants, DTC
postponed the projected retirement date multiple times.\12\
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    \12\ In 2016, DTC began communicating with Participants about
the timeframe for the retirement of CCF Entitlements and Allocations
Files. DTC indicated that the CCF Entitlements and Allocations Files
for Distributions events would be retired on January 1, 2017, and
CCF Entitlements and Allocations Files for Redemptions events would
be retired on January 1, 2018. No date was given for the retirement
of the CCF Entitlements and Allocations Files for Reorganizations
events. See Important Notice 2538-16 (January 21, 2016), supra note
6. Subsequently, DTC postponed the retirement of all CCF
Entitlements and Allocations Files to December 31, 2018, and
indicated that Participants that continued to consume CCF
Entitlements and Allocations Files for Distributions and Redemptions
Files between January 1, 2018 and December 31, 2018 would be charged
a fee. See Important Notice 43810-16 (November 4, 2016), supra note
6. In 2017, DTC announced that there would not be any fee. See
Important Notice 5099-17 (February 2017), supra note 6. In early
2018, in order to provide additional time for testing to ensure a
smooth transition from CCF Entitlements and Allocation Files, DTC
postponed the retirement date to June 30, 2019, and indicated that
no fee would be charged to Participants that continued to consume
the files until the retirement date. See Important Notice 7488-18
(February 28, 2018), supra note 6. Subsequently, in October 2018, to
provide Participants additional time to ensure a smooth transition,
DTC postponed the retirement date to December 31, 2019. See
Important Notice 9861-18 (October 9, 2018), supra note 6.
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    After the multiple postponements, in early 2018, DTC announced a
target retirement date of January 1, 2020.
    Throughout 2018 and 2019, DTC continued to engage with those
Participants that were still consuming CCF Entitlements and Allocations
Files. The Participants continued to inform DTC that they were still
testing the ISO 20022 messages and reconciling them to the CCF files,
and that they were not going to be ready to migrate by January 1, 2020.
Some Participants also indicated that they would pay a fee to DTC for
continued support of the CCF Entitlements and Allocations Files beyond
the December 31, 2019 date, similar to the handling of the CCF
Announcements Files.
C. Proposed Rule Change
    In October 2019, based on these continued conversations with
Participants, DTC announced a target retirement date of January 1,
2022.\13\ DTC also communicated to Participants that, in order to
encourage Participants to accelerate development and migrate away from
the CCF Entitlements and Allocations Files, DTC would institute a fee
for those Participants that continued to consume CCF Entitlements and
Allocations Files. In August 2020, DTC announced that, subject to
regulatory approval, Participants would be charged a fee for (i) the
consumption of Pre-Allocation CCF Files and (ii) the consumption of
Allocation/Post-Allocation CCF Files between January 1, 2021 and
December 31, 2021 (the ``Fee Period''). The fee that would be charged
for each File Category would be the same CCF File Fee ($50,000) that
was charged to Participants that had continued to consume CCF
Announcements Files during the CCF Announcements Files phase-out.
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    \13\ See Important Notice 12492-19 (October 29, 2019), supra
note 6.
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    Accordingly, pursuant to this proposed rule change, DTC would
charge Participants the CCF File Fee for each File Category of CCF
Entitlements

and Allocations Files that they consume between January 1, 2021 and
December 31, 2021. The CCF File Fee would be charged to the Account of
the Participant, upon the Participant's first receipt of CCF
Entitlements and Allocations Files in a particular File Category during
the Fee Period. The CCF File Fee would cover all CCF Entitlements and
Allocations Files within that File Category during the Fee Period. In
addition, DTC would amend the description of the CCF File Fee in the
Fee Guide to conform with the proposed rule change. DTC would also
amend the Reorganizations Guide to reflect the January 1, 2022
retirement date for CCF Entitlements and Allocations Files.
Specifically, in the ``Preparing to Use the Services'' subsection of
the ``How Reorganizations Work'' section of the Reorganizations Guide,
DTC is proposing to insert an asterisk after ``Computer to Computer
Facility (CCF) file transmissions'' and insert the following after the
list: ``*CCF files associated with entitlements and allocations will be
retired as of January 1, 2022.''
2. Statutory Basis
    Section 17A(b)(3)(F) of the Act requires, inter alia, that the
Rules be designed to promote the prompt and accurate clearance and
settlement of securities transactions.\14\
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    \14\ 15 U.S.C. 78q-1(b)(3)(F).
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    As described above, the proposed rule change would (i) postpone the
retirement of CCF Entitlements and Allocations Files to January 1,
2022, and (ii) apply the CCF File Fee to Participants that continue to
consume CCF Entitlements and Allocations Files during the Fee Period.
By postponing the retirement of CCF Entitlements and Allocations Files
to January 1, 2022, the proposed rule change would allow Participants
to minimize potential business interruptions by undertaking an orderly
and organized migration from CCF files to the more efficient ISO 20022
standard. Similarly, by charging a CCF File Fee to those Participants
that continue to receive CCF Entitlements and Allocations Files after
December 31, 2020, the proposed rule change would encourage
Participants to accelerate system development and the adoption of the
ISO 20022 standard. In this manner, the proposed rule change would
encourage and facilitate the transition to the ISO 20022 standard,
which provides efficiencies and enhanced transparency in processing
corporate actions and the settlement activities related thereto.
    Accordingly, DTC believes that the proposed rule change would
promote the prompt and accurate clearance and settlement of securities
transactions, consistent with the requirements of Section 17A(b)(3)(F)
of the Act, cited above.
    Section 17A(b)(3)(D) of the Act requires that the Rules provide for
the equitable allocation of reasonable dues, fees, and other charges
among its Participants.\15\ DTC believes that the proposed rule change
to apply the CCF File Fee to Participants that continue to consume CCF
Entitlements and Allocations Files during the Fee Period would provide
for the equitable allocation of reasonable fees.
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    \15\ 15 U.S.C. 78q-1(b)(3)(D).
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    DTC believes that the proposed application of the CCF File Fee
would be equitably allocated because the CCF File Fee (i) would only be
charged to those Participants that have delayed their migration from
CCF Entitlements and Allocations beyond December 31, 2020 \16\ and (ii)
would be applied in accordance with the Participant's use of a
particular File Category.
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    \16\ As discussed above, DTC has been communicating with
Participants about the migration from CCF files to the ISO 20022
standard for corporate actions events since 2011. Since 2013, DTC
has been communicating with Participants about targeted retirement
dates for CCF Entitlements and Allocations Files and has, at the
request of Participants, postponed the projected dates numerous
times. Before October 2018, DTC had always told Participants that
there would not be any charges for the continued consumption of CCF
Entitlements and Allocations Files. Many Participants did use these
extensions to complete development and fully adopt the ISO 20022
standard for entitlements and allocations information. However, some
Participants did not, which strongly suggests that they require
additional encouragement. See supra note 12.
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    Further, DTC believes that the proposed application of the $50,000
CCF File Fee would be reasonable. As discussed above, the $50,000 CCF
File Fee was designed specifically to incentivize Participants to
accelerate their migration from CCF Announcements Files to ISO 20022
messaging for corporate actions announcements. DTC's prior experience
with the $50,000 CCF File Fee and the successful retirement of CCF
Announcements Files illustrates that a CCF File Fee in the amount of
$50,000 provides the necessary encouragement for Participants to
accelerate their system development for their adoption of the ISO 20022
standard for entitlements and allocations information. \17\ Further,
during the application of the CCF File Fee to CCF Announcements Files,
DTC had not received any negative feedback from Participants suggesting
that the $50,000 fee was overly burdensome; nor did DTC receive any
objections in August 2020 when it announced that, subject to regulatory
approval, it intended to apply the $50,000 CCF Fee to Participants that
continue to consume CCF Entitlements and Allocations Files during the
Fee Period.
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    \17\ The CCF File Fee is not designed to cover costs incurred by
DTC as a result of continuing to service CCF files.
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    Therefore, DTC believes that the proposed rule change regarding the
CCF File Fee provides for the equitable allocation of reasonable dues,
fees, and other charges among its Participants, consistent with Section
17A(b)(3)(D) of the Act, cited above.

(B) Clearing Agency's Statement on Burden on Competition

    DTC believes that the proposed rule change with respect to
postponing the retirement of CCF Entitlements and Allocations Files to
January 1, 2022 would not have any impact on competition. The proposed
rule change would provide any Participant that has not completed its
migration from CCF Entitlements and Allocation Files with additional
time to complete its testing and development of its systems, and
finalize the transition to ISO 20022 messaging. Therefore, DTC believes
that the proposed rule change with respect to postponing the retirement
of CCF Entitlements and Allocations Files to January 1, 2022 would not
have a burden on competition.\18\
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    \18\ 15 U.S.C. 78q-1(b)(3)(I).
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    DTC believes that the proposed rule change with respect to amending
the Fee Guide to apply the CCF File Fee to Participants that continue
to consume CCF Entitlements and Allocations Files during the Fee Period
could have an impact on competition because it could create a burden on
competition.\19\ Although the proposed application of the CCF File Fee
is designed to incentivize Participants to accelerate their adoption of
the ISO 20022 standard, DTC recognizes and appreciates that charging
the fee could negatively affect such Participants' operating costs.
However, DTC believes that any burden on competition would not be
significant and would be necessary and appropriate in furtherance of
the purposes of the Act, as permitted by Section 17A(b)(3)(I) of the
Act.\20\
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    \19\ Id.
    \20\ Id.
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    DTC believes any burden on competition would not be significant
because (i) the fee would only be charged once per File Category, upon
the Participant's first receipt of CCF

Entitlements and Allocations Files for a File Category during the Fee
Period, and (ii) the application of the CCF File Fee for a File
Category would cover the consumption of all CCF Entitlements and
Allocations Files within that File Category during the Fee Period. In
addition, based on DTC's prior use of the CCF File Fee for CCF
Announcements Files, DTC has no indication that the amount of the fee
creates a significant burden on any Participant.
    DTC believes that any burden on competition that may be created by
the proposed change to amend the Fee Guide to apply the CCF File Fee to
Participants that continue to consume CCF Entitlements and Allocations
Files during the Fee Period would be necessary and appropriate in
furtherance of the purposes of the Act, as permitted by Section
17A(b)(3)(I) of the Act.\21\ DTC believes that this proposed change
would be necessary because some Participants have yet to adopt the ISO
20022 standard, despite at least seven years of communication and
prompting on the issue.\22\ As noted above, the ISO 20022 standard
provides efficiencies and enhanced transparency in processing corporate
actions and the settlement activities related thereto. Thus, DTC
believes that the proposed rule change would promote the prompt and
accurate clearance and settlement of securities transactions,
consistent with Section 17A(b)(3)(F) of the Act.\23\
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    \21\ Id.
    \22\ See supra note 12.
    \23\ 15 U.S.C. 78q-1(b)(3)(F).
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    DTC believes that the proposed rule change to apply the CCF File
Fee to Participants that continue to consume CCF Entitlements and
Allocations Files during the Fee Period would be appropriate in
furtherance of the purposes of the Act, as permitted by Section
17A(b)(3)(I) of the Act.\24\ DTC's prior experience with the $50,000
CCF File Fee and the successful retirement of CCF Announcements Files
illustrates that a $50,000 CCF File Fee provides the necessary
encouragement for Participants to accelerate their system development
for the full adoption of the ISO 20022 standard. Further, during the
application of the CCF File Fee to CCF Announcements Files, DTC had not
received any negative feedback from Participants that suggested that
the $50,000 fee was overly burdensome; nor did DTC receive any
objections in August 2020 when it announced that, subject to regulatory
approval, it intended to apply the $50,000 CCF Fee to Participants that
continue to consume CCF Entitlements and Allocations Files during the
Fee Period. Accordingly, DTC believes that application of the $50,000
CCF File Fee would be appropriate here in order to incentivize
Participants to accelerate their migration to the ISO 20022 standard.
In addition, as discussed above, DTC believes that the proposed
application of the CCF File Fee would be equitably allocated because
the CCF File Fee (i) would only be charged to those Participants that
have delayed their migration from CCF Entitlements and Allocations
beyond December 31, 2020 \25\ and (ii) would be applied in accordance
with the Participant's use of a particular File Category.
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    \24\ 15 U.S.C. 78q-1(b)(3)(I).
    \25\ As noted above, DTC has been working with Participants
since 2013 to support their orderly migration away from the CCF
Entitlements and Allocations Files to ISO 20022 messaging. See supra
note 12.
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    Therefore, for these reasons, DTC believes that a perceived
competitive burden of the proposed rule change to apply the CCF File
Fee to Participants that continue to consume CCF Entitlements and
Allocations Files during the Fee Period would be necessary and
appropriate in furtherance of the purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.\26\
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    \26\ 15 U.S.C. 78q-1(b)(3)(I).
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(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.

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) \27\ of the Act and paragraph (f) \28\ 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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    \27\ 15 U.S.C 78s(b)(3)(A).
    \28\ 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_ADDRESS>Please include
File Number SR-DTC-2020-016 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-2020-016. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of DTC and on DTCC's website
(http://dtcc.com/legal/sec-rule-filings.aspx). All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-DTC-2020-016 and should be submitted on
or before December 21, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-26280 Filed 11-27-20; 8:45 am]
BILLING CODE 8011-01-P