disseminate put notices. This is a
                                     provision relating to a
                                     notification that would occur
                                     outside DTC and is not required for
                                     DTC to process the partial
                                     redemption.
V.B.1.d. (Warning on Envelope for   This subsection contains a provision
 Physical Notice Delivery).          relating to notice relating to the
                                     circumstance where a bond indenture
                                     requires a physical notice to be
                                     sent in connection with a
                                     redemption. The subsection contains
                                     a requirement that a warning should
                                     be printed on envelopes provided to
                                     DTC in this regard and provides an
                                     example of such a warning and
                                     instructions for delivery of the
                                     notice. This subsection will be
                                     deleted as this relates to an
                                     obligation between an agent/issuer
                                     and the indenture trustee for the
                                     issue, and such notice is not
                                     necessary to be provided to DTC for
                                     DTC to process the event.
V.B.2.b. (Collateralized Mortgage   This subsection contains a provision
 Obligations (``CMOs'') and Asset-   that is currently misplaced
 Backed Securities (``ABSs'').       relating to death redemptions,
                                     which is an estate feature of some
                                     bonds that provides that the bond
                                     may be put back to the issuer as a
                                     type of early redemption in the
                                     event of the death of a bondholder.
                                     The provision is misplaced and has
                                     been moved to the section relating
                                     to early Certificate of Deposit
                                     (``CD'') redemption/Survivor
                                     Options.
                                    The proposed rule change also makes
                                     a grammatical change to enhance
                                     readability.
V.B.2.c. (Put ``Extendible''        This subsection sets forth notice
 Issues'').                          requirements for issues that may be
                                     subject to a ``put'' provision that
                                     allows the security to be exchanged
                                     into a new security in accordance
                                     with the terms of the issuance. The
                                     proposed rule change will make
                                     technical and clarifying changes
                                     relating to an example of such a
                                     put (i) to modify terminology in a
                                     parenthetical used to refer to an
                                     extendible bond, from being
                                     referred to as ``Extendible'' to
                                     instead refer to it as ``the
                                     extendible bond'' and (ii) modify
                                     text in the example to refer to the
                                     new bond as having a ``shortened''
                                     maturity rather than a ``new''
                                     maturity. The word ``as'' would
                                     also be added to the text for the
                                     example before modified text ``with
                                     a shortened maturity date.''
                                    In this regard, the existing text
                                     subject to these modifications
                                     currently states:
                                    ``A security subject to a ``put''
                                     provision may be exchanged for a
                                     new security, in accordance with
                                     the terms and conditions of such
                                     put, with a new maturity date
                                     (i.e., ``Extendible'') if a holder
                                     does not elect to retain the
                                     position.''
                                    The modified text would state:
                                    ``A security subject to a ``put''
                                     provision may be exchanged for a
                                     new security, in accordance with
                                     the terms and conditions of such
                                     put, as with a shortened maturity
                                     date if a holder does not elect to
                                     retain the position (i.e., the
                                     extendible bond).''
                                    The subsection would also be
                                     modified to add an additional email
                                     to which related confirmations must
                                     be sent to. In addition to
                                     [email protected], the text will
                                     provide that
                                     [email protected] could also
                                     be used for this purpose.

V.B.2.d. (Put Bonds (Repayment      The proposed rule change would shift
 Options)).                          the location of text within the
                                     subsection, relating to certain
                                     notice requirements and related
                                     late fees for put bonds, to enhance
                                     clarity and readability. The
                                     proposed rule change also amends
                                     the notice requirements to remove
                                     the option to deliver notices to
                                     DTC using physical delivery methods
                                     in the event email transmission is
                                     unavailable. The proposed change
                                     would also modify text for accuracy
                                     of terminology.
V.B.2.e. (Early CD Redemptions/     This subsection contains provisions
 Survivor Options).                  contained in the terms of certain
                                     Securities relating to survivor
                                     options which permit early
                                     redemption of a security in the
                                     event of the death of a bondholder
                                     or if the bondholder is adjudicated
                                     as incompetent.
                                    This section is focused on the early
                                     redemption of certificates of
                                     deposit and MMI Survivor Options.
                                     In this regard, the heading of this
                                     subsection would be clarified to
                                     reflect this focus by adding a
                                     reference to early CD redemptions
                                     in addition to survivor options, as
                                     well as adding ``MMI'' before
                                     ``Survivor Options''. In this
                                     regard, the heading reads as
                                     ``Survivor Options'' and the
                                     modified title would read ``Early
                                     CD Redemptions/MMI Survivor
                                     Options''.
                                    The text would be revised to clarify
                                     the system functions and procedures
                                     used for the early redemptions of
                                     certificates of deposit that are
                                     issued in DTC's MMI Program and
                                     those that are not issued in the
                                     program.
                                    In this regard, the text would state
                                     that Participants should use the CD
                                     Early Redemption Request (``CERR'')
                                     function on PTS/PBS for non-MMI CDs
                                     to notify DTC in this regard, and
                                     Participants should use the
                                     ``PUTS'' function on PTS for CDs
                                     issued in the MMI program to notify
                                     the Issuing and Paying Agent
                                     (``IPA''). (In the MMI program,
                                     redemptions are initiated directly
                                     between a Participant and an IPA on
                                     DTC's MMI platform, whereas the
                                     Participant provides instructions
                                     directly to DTC for other
                                     redemption types and DTC
                                     communicates those instructions to
                                     the agent.
                                    Text be updated and clarified
                                     relating to information actions
                                     required for Participants and
                                     Agents to instruct and process
                                     early redemptions.
                                    As such the following deletions and
                                     additions would be made.
                                    The following text would be deleted:
                                    ``When submitting instruction via
                                     CERR functions, hard copy
                                     supporting documentation is not
                                     required to be delivered to DTC
                                     concurrently with instructions from
                                     Participants for certain put
                                     exercise instructions, for example,
                                     a bond issue with a ``death put''
                                     provision does not require the
                                     submission of a death certificate
                                     concurrently with an exercise
                                     instruction, however, hard copy
                                     documentation must follow promptly.
                                     The presentment of the supporting
                                     documentation to the Agent is not
                                     monitored by DTC.
                                    Agent shall receive the specified
                                     Securities in accordance with DTC's
                                     CERR procedures. Upon receipt of
                                     payment, DTC will credit
                                     Participant, and the Participant
                                     shall forward the payment to the
                                     legal representative of the named
                                     beneficial owner.
                                    If such Securities are structured so
                                     that the redemption option (i.e.,
                                     ``death put'') pays holders accrued
                                     interest, Agent must include such
                                     accrued interest with the principal
                                     payment which shall be calculated
                                     from the day prior to the regular
                                     interest payment date to and
                                     including the day the funds are
                                     wired to DTC. Such funds shall be
                                     sent to the account in the manner
                                     set forth in Section III(C)(2),
                                     Redemption and Maturity Payment
                                     Standards.''
                                    The deleted text would be replaced
                                     with the following:
                                    ``(1) Early CD Redemptions (Non-MMI)
                                        Instruction Processing
                                        (with supporting documentation):
                                        For early CD redemption
                                        instructions submitted through
                                        CERR, DTC will provide the Agent
                                        the instructions from
                                        Participants, and if in addition
                                        to the instruction the Agent
                                        requires the Participant to
                                        present the beneficial-owner
                                        supporting documentation, (e.g.,
                                        death certificate), DTC will
                                        electronically provide to the
                                        Agent (unless otherwise notified
                                        by DTC) the supporting
                                        documentation received from
                                        Participants on the condition
                                        the Agent meets the following
                                        requirements:
                                         [cir] Agent agrees to accept
                                          the beneficial owner
                                          documentation via email from
                                          DTC and further agrees it
                                          fulfills the documentation
                                          requirement of the submission
                                          to make the payment;
                                         [cir] Agent can accept the DTC
                                          email delivery in the form of
                                          a password-protected/encrypted
                                          email; and
                                         [cir] Agent provides DTC a
                                          group/business unit email
                                          address (as opposed to an
                                          individual employee's email
                                          address) for the delivery of
                                          the documentation.
                                    If any of the above conditions
                                     cannot be met, DTC will not provide
                                     the Agent the supporting
                                     documentation and Agent will be
                                     responsible to obtain the
                                     documentation directly from
                                     Participants as may be needed.
                                        Instruction Processing
                                        (without supporting
                                        documentation): For early CD
                                        redemption instructions
                                        submitted through CERR where the
                                        event indicates supporting
                                        documentation is not required to
                                        complete the submission for
                                        payment, DTC will provide the
                                        Agent the instructions from
                                        Participants including contact
                                        information at the Participant
                                        should the Agent want to obtain
                                        the documentation at a later
                                        time. When the event indicates
                                        that documentation is not
                                        required, Participants
                                        submitting instructions will
                                        certify that they will retain
                                        the documentation for 30 months
                                        from the submission should the
                                        Agent want to obtain such
                                        documentation.

                                        Early CD Redemption
                                        Instruction Confirmation: Agent
                                        is required to notify DTC of any
                                        issues with instructions
                                        submitted to Agent, (e.g.,
                                        invalid documentation, annual or
                                        quarterly cap reached, lifetime
                                        cap reached) within 5 business
                                        days of receipt by emailing
                                        [email protected]. For
                                        requests in good order, Agent
                                        will promptly inform DTC of the
                                        anticipated payment date for
                                        each instruction submitted to
                                        the Agent by emailing
                                        [email protected].
                                        Early CD Redemption
                                        Payments: The Agent shall remit
                                        wire payment of early CD
                                        Redemption to DTC and include
                                        the CUSIP number, (e.g., CUSIP
                                        123654AA0), and the CERR
                                        transaction ID, (e.g.,
                                        Transaction ID E@PF0101171216),
                                        on the wire. For all payments,
                                        Agent must email wire payment
                                        details in an Excel file listing
                                        the CUSIPs, CERR transaction
                                        ID's, and amount to be paid. The
                                        email should be sent to
                                        [email protected] with the
                                        subject of the email containing
                                        the same transaction ID (e.g.,
                                        Transaction ID E@PF0101171216)
                                        contained in the wire. The
                                        amount to be paid in the email
                                        attached Excel file must match
                                        the wire amount sent to DTC. If
                                        such Securities are structured
                                        so that the redemption option
                                        (i.e., ``death put'') pays
                                        holders accrued interest, (as
                                        payment is not occurring on a
                                        scheduled interest payment
                                        date), Agent must include such
                                        accrued interest with the
                                        principal payment which shall be
                                        calculated from the day prior to
                                        the regular interest payment
                                        date to and including the day
                                        the funds are wired to DTC. Such
                                        funds shall be sent to the
                                        account in the manner set forth
                                        in Section III(C)(3),
                                        Reorganization Payment
                                        Standards.
                                    (2) MMI Survivor Options: IPA is to
                                     refer to the ``Survivor Options
                                     Puts User Guide for Agents'' for
                                     instructions on viewing
                                     instructions, accepting/rejecting
                                     instructions, and responding to
                                     withdrawal requests, and selecting
                                     instructions for payments.''
VI.A. (Standards for Voluntary and  This section provides notice
 Mandatory Reorganizations           standards, including timeframes and
 Notices).                           other requirements, for the
                                     processing of voluntary and
                                     mandatory reorganization events.
                                     The proposed rule change will
                                     revise the text of this section as
                                     follows:
                                       1. The text of this section
                                        currently provides in its
                                        introductory paragraphs that
                                        notices for mandatory
                                        reorganization events must be
                                        sent to DTC no fewer than five
                                        business days prior to the
                                        transaction (event). Voluntary
                                        events require more time for
                                        processing than mandatory
                                        events, because under a
                                        voluntary event Participants
                                        need to submit instructions to
                                        DTC on how the event should be
                                        processed on their or their
                                        customers' behalf. For a
                                        mandatory event, such
                                        instructions are not applicable.
                                        This subsection currently
                                        provides for a 10-day notice
                                        period for voluntary events by
                                        stating that final source
                                        documentation must be provided
                                        to DTC at least 10 business days
                                        prior to the expiration of the
                                        voluntary event, but it resides
                                        further down in the section. The
                                        proposed rule change would move
                                        the text for the 10-day notice
                                        for voluntary events to be
                                        closer to the description of the
                                        five-day notice period (for
                                        mandatory events) to make it
                                        clearer to the reader as to
                                        which notice period applies to a
                                        mandatory or voluntary event. In
                                        the regard, revision would also
                                        add text to clarify that the
                                        five-business day requirement
                                        set forth in this section for
                                        notice applies with respect to
                                        mandatory events. Text
                                        referencing provision of
                                        preliminary source documentation
                                        and late notification fees that
                                        are charged for late
                                        notifications for voluntary
                                        events would be moved further up
                                        in the section for improved flow
                                        of the text.
                                       2. The proposed rule change would
                                        delete the word ``distribution''
                                        from text relating to processing
                                        of cash in lieu of fractional
                                        shares because this paragraph is
                                        referring to reorganization
                                        events, which currently states:
                                        ``the rate of distribution
                                        (e.g., stock rate and exchange
                                        rate), including the rate for
                                        CIL fractions or roundup
                                        entitlements . . .'' This is
                                        because reorganization events do
                                        not result in distributions, but
                                        instead provide for entitlements
                                        to cash or securities. In
                                        addition, the referenced text
                                        above would be revised to
                                        clarify that the ``rate'' is a
                                        ``payment rate'' and clarify how
                                        the rates are expressed for debt
                                        and equity.
                                       3. The proposed rule change would
                                        add text noting that DTC does
                                        not support the distribution of
                                        fractional shares of
                                        securities.\21\
                                       4. The following note would be
                                        added to the text:
                                       ``Important Note: If there is a
                                        change in terms, a revised
                                        notice must be provided to DTC
                                        immediately upon publication.
                                        Agent is to confirm that DTC
                                        took the appropriate action with
                                        the information provided, (e.g.,
                                        extended/revised the DTC
                                        expiration date when given a new
                                        expiration date).''
                                       5. The proposed rule change would
                                        add that a notice should include
                                        information on whether shares
                                        issued as the result of exercise
                                        of dissenter rights would be
                                        issued as a certificate or in
                                        Direct Registration Statement
                                        format.
                                       6. The subsection provides an
                                        email address for submission of
                                        notices of voluntary events. The
                                        proposed rule change would
                                        clarify that notices for three
                                        of the event types listed,
                                        namely conversions, right
                                        exercises, and warrant exercises
                                        should be sent to a different
                                        email box than the email box
                                        currently listed for all
                                        voluntary reorganization events.
                                        The email address currently
                                        listed for all such events is
                                        [email protected]. This will continue to be
                                        a valid address for all events
                                        listed therein except for the
                                        three mentioned above, for which
                                        notices should be sent to
                                        [email protected]. In addition, text
                                        would be added stating that
                                        notifications pertaining to Put
                                        events should be sent to
                                        [email protected]. Also, a
                                        reference to ``dutch auctions''
                                        will be changed to ``Dutch
                                        auctions'' to capitalize
                                        ``Dutch'' to reflect that it is
                                        referring to a specific type of
                                        auction.

                                       7. The proposed rule change would
                                        revise text that describes
                                        requirements relating to events
                                        that DTC is unable to process
                                        and that must be paid outside of
                                        DTC. For these events, the OA
                                        states that details of the
                                        related entitlement must be
                                        provided. The revision would
                                        modify a clause that currently
                                        states ``Agents will accept
                                        responsibility to make payment
                                        directly to DTC Participants and
                                        agree to provide DTC details of
                                        the entitlement being allocated
                                        to DTC Participants, including
                                        calculations at the instruction
                                        level at the time of the
                                        allocation to DTC Participants
                                        and to notify DTC that
                                        instructed positions can be
                                        drawn down from the DTC balance
                                        as DTC has no ability to confirm
                                        whether such payments were made
                                        to or received by DTC
                                        Participants'' to add ``if
                                        applicable between ``including''
                                        and ``calculations.''
                                       8. The proposed rule change would
                                        add wording in a sentence
                                        relating to issues listed on an
                                        exchange, to make a reference to
                                        the plural ``securities'' to
                                        also refer to the singular
                                        ``security'' so that the
                                        applicable text would reflect
                                        ``the security or securities.''
                                        In addition, ``cash and/or stock
                                        merger'' would be added to
                                        examples of transactions that
                                        are corporate actions.
                                       9. Pursuant to the DTC Fee
                                        Schedule, DTC may assess fees
                                        for the processing of a
                                        corporate action whose structure
                                        does not conform to DTC's
                                        processing standards.\22\
                                        Pursuant to the proposed rule
                                        change, DTC would move text
                                        describing these fees from
                                        subsection VI.D.4. to this
                                        section, with clarifying
                                        modifications to clarify DTC's
                                        discretion to establish an
                                        appropriate fee for a given
                                        event once notice is received by
                                        DTC. The proposed text would
                                        read: ``Upon receipt of a notice
                                        and evaluation of the event/
                                        offer details DTC may assess non-
                                        standard corporate action
                                        processing fees as DTC deems
                                        appropriate to announce and
                                        process the corporate action
                                        event through DTC. Approval of
                                        the fee will be required prior
                                        to DTC committing to handling
                                        the offer/event as well as
                                        agreement to provide DTC with
                                        allocation information in a
                                        specified format (e.g.,
                                        spreadsheet). Payment of fees is
                                        due upon receipt of an invoice
                                        from DTC.''
                                       10. Revisions to this section
                                        would also include technical
                                        changes to clarify the text.
VI.B. (Fractional Entitlements in   Section IV.D.2., described above,
 Cash or Additional Roundup          sets forth requirements relating to
 Shares).                            the handling of distributions that
                                     may result in fractional
                                     entitlements. Reorganizations can
                                     also result in the distribution of
                                     fractional entitlements. The
                                     proposed rule change would add a
                                     new section VI.B. (Fractional
                                     Entitlements in Cash or Additional
                                     Roundup Shares). Such distributions
                                     are processed similarly as
                                     distributions that are not
                                     associated with reorganizations.
                                    To provide clarity in this regard,
                                     the proposed rule change will add
                                     the following text to this new
                                     subsection that is like that stated
                                     in Section IV.D.2.
                                    Specifically, the new text would
                                     state:
                                    ``In the event the corporate action
                                     rate of distribution results in
                                     fractional entitlements, Issuer
                                     shall provide DTC one of the
                                     following:
                                       (a) cash in lieu (``CIL'') of
                                        fractions or;
                                       (b) additional roundup shares,
                                        or;
                                       (c) written notification to DTC
                                        that fractional shares will be
                                        dropped.
                                    Important Note: DTC does not support
                                     the distribution of fractional
                                     shares of securities.
                                    Fractional entitlements should not
                                     be calculated at the Cede & Co.
                                     level only. For mandatory corporate
                                     action events, Issuer and their
                                     Agent when paying CIL of fractions
                                     or additional roundup shares are to
                                     calculate and pay such entitlement
                                     down to the beneficial owner level
                                     when the event notification
                                     specifically refers to fractional
                                     entitlements being calculated at
                                     the shareholder/beneficial owners
                                     level, however, if the timing of
                                     the event precludes providing the
                                     opportunity for participants to
                                     identify and receive payment
                                     calculated at the beneficial owner
                                     level, or it is not specified in
                                     the event, then calculations can be
                                     done at the DTC participant level.
                                    For voluntary corporate action
                                     events, the treatment of fractional
                                     entitlements (CIL, roundup, or
                                     dropped) must be calculated at the
                                     Voluntary Offering Instruction
                                     (``VOI'') level.
                                    For CIL or additional round-up
                                     shares, Issuer or Agent must:
                                    (1) accept instructions from DTC to
                                     liquidate a designated quantity of
                                     full shares or issue additional
                                     roundup shares to satisfy
                                     Participant CIL/roundup
                                     entitlements down to the beneficial
                                     owner level. Such instructions will
                                     be presented to Issuer or Agent on
                                     the date agreed upon by DTC and
                                     Issuer or Agent. Issuer or Agent
                                     must provide DTC ample time
                                     (preferably 5 business days after
                                     the distribution) to collect
                                     Participant instructions;
                                    (2) include additional roundup
                                     shares to DTC's overall share
                                     entitlement;
                                    (3) provide the CIL price to DTC on
                                     the date the price is established.
                                     Such price shall be provided to DTC
                                     by email in accordance with the
                                     type of corporate action to
                                     [email protected],
                                     [email protected], or
                                     [email protected].
                                    (4) wire funds for the payment of
                                     CIL of fractional entitlements to
                                     DTC's Reorg Deposit Account via
                                     Fedwire using the Originator
                                     Beneficiary Instruction ``Vol.
                                     CIL,'' or ``Mand CIL'', as
                                     applicable, (absent any other
                                     arrangement between paying agent
                                     and DTC); and
                                    (5) upon issuance of additional
                                     roundup shares, for securities held
                                     in the DTC FAST program, reconcile
                                     and confirm to DTC the FAST balance
                                     or for Non-FAST issues deliver
                                     physical Securities to DTC. Such
                                     Securities shall be delivered to
                                     DTC at: Registered Corporate Vault,
                                     The Depository Trust Company, 570
                                     Washington Blvd., 5th Floor, Jersey
                                     City, NJ 07310''.
VI.C. (Processing of Specific       This subsection will be renumbered
 Mandatory Reorganizations).         from IV. B. to IV. C. The
                                     subsection describes processing
                                     requirements for specific types of
                                     mandatory corporate actions,
                                     including an Item 1 for ``Reduction
                                     of Payment on Treasury Shares or
                                     Repurchased Debt Securities'' and
                                     Item 2 for ``Mandatory Separation
                                     of a Unit After the Closing Date.''

                                    The proposed rule change would
                                     renumber the above two items as 3
                                     and 4, respectively and add three
                                     additional items, including a new
                                     Item 1 for ``Standards for
                                     Restricted to Unrestricted
                                     Exchanges,'' a new Item 2 for
                                     ``Standards for Maturity-for-Stock
                                     Events,'' and Item 5 for ``MMI to
                                     Non-MMI Exchanges.''
                                    Item 1
                                    The new Item 1 (Standards for
                                     Restricted to Unrestricted
                                     Exchanges) would provide a cross-
                                     reference for notice and
                                     documentation requirements relating
                                     to exchanges of restricted shares
                                     for unrestricted shares, including
                                     securities that are eligible for
                                     resale pursuant to Rule 144(b)1, in
                                     the case of former 144A securities,
                                     or pursuant to Section 4(1) of the
                                     Securities Act, in the case of
                                     former Regulation S restricted
                                     securities. In this regard this
                                     subsection would refer the reader
                                     to Section I(B)(5), Instruction
                                     Letters Regarding the Expiration of
                                     a Restrictive Period, for the
                                     notice and documentation
                                     requirements.
                                    Item 2
                                    It is DTC's practice to require
                                     certain notices and information
                                     relating to mandatory events where
                                     a security is being exchanged for
                                     stock (as opposed to cash) in order
                                     that it may be able to make the
                                     entitlement security eligible and
                                     timely facilitate the exchange. In
                                     order to enhance clarity relating
                                     to the notices and information
                                     required by DTC in this regard, the
                                     new Item 2 (Standards for Maturity-
                                     for-Stock Events) would delineate
                                     these standards and read as
                                     follows:
                                    ``Issuer or Agent shall provide to
                                     DTC notice as soon as possible but
                                     no later than three business days
                                     prior to the maturity date for a
                                     Security which will make payment of
                                     a Security or Securities upon
                                     maturity in lieu of all or part of
                                     the cash payment. Notice shall be
                                     on Issuer or Agent's letterhead and
                                     sent to DTC's Reorganization
                                     Announcements Department by email
                                     at
                                     [email protected]. The email subject line shall
                                     state the maturing CUSIP number,
                                     the maturity date, and that the
                                     maturity is for stock (e.g., CUSIP
                                     123456AB, due xx/xx/xx, maturity
                                     for stock). The notice shall
                                     include the following:
                                        Issuer/Security
                                        description and CUSIP number of
                                        the maturing security, the
                                        maturity date, and that it is a
                                        maturity-for-stock event;
                                        Issuer name and CUSIP
                                        number of the entitlement stock,
                                        total number of shares to be
                                        paid to DTC, and the rate of
                                        payment. (Note: When the
                                        maturing security is denominated
                                        in shares, the rate of payment
                                        is to be calculated per share,
                                        and when the maturing security
                                        is denominated in principal
                                        amount, the rate of payment is
                                        to be calculated per $1,000
                                        principal amount.);
                                        Participant account name
                                        and number holding the
                                        entitlement shares at DTC;
                                        If a cash component is
                                        applicable, provide the total
                                        cash payment amount to be paid
                                        to DTC and the cash rate; and
                                        If an accrued interest
                                        payment is applicable, provide
                                        the total interest payment
                                        amount to be paid to DTC, the
                                        interest rate, and the number of
                                        days of accrued interest.
                                    In addition to the notice, (when the
                                     entitlement Security will be
                                     provided to DTC by a debit to a DTC
                                     Participant's account), DTC must
                                     receive the holding Participant's
                                     letter authorizing DTC to reduce
                                     their DTC position in the
                                     entitlement security by the total
                                     quantity of shares to which DTC's
                                     nominee name, Cede & Co., is
                                     entitled. In the event the
                                     Participant's letter is sent
                                     separately from the notice, it must
                                     be emailed to DTC no later than
                                     3:00 p.m. ET on the business day
                                     prior to the maturity date to the
                                     following email addresses:
                                     [email protected], and [email protected].
                                     Such letter must be on the DTC
                                     participant's letterhead, and
                                     include the following:
                                        Issuer/Security
                                        description and CUSIP number of
                                        the maturing security;
                                        Participant account name
                                        and number;
                                        Issuer/Security
                                        description and CUSIP number of
                                        the entitlement shares to be
                                        reduced (i.e., debited) from the
                                        Participant's account;
                                        total number of
                                        entitlement shares to be
                                        debited;
                                        Participant contact name
                                        and telephone number;
                                        Participant officer-
                                        level signature authorizing the
                                        number of shares to be reduced
                                        from the Participant's account;
                                        DTC indemnification
                                        statement; and
                                        medallion signature
                                        guarantee stamp affixed to such
                                        letter. (Note: The authorized
                                        signer of the medallion stamp
                                        must be a different party than
                                        the signer of the letter)
                                    Important: The holding DTC
                                     Participant must ensure that the
                                     total quantity of shares to which
                                     DTC's nominee name, Cede & Co., is
                                     entitled and needed to fund the
                                     distribution is on deposit in the
                                     holding DTC Participant's General
                                     Free Account no later than 10:00
                                     a.m. ET on the maturity date.
                                    The template of the DTC Participant
                                     (debit) letter can be obtained
                                     contacting DTC's Reorganization
                                     Announcement Department at
                                     [email protected].
                                    Further note, in the event DTC will
                                     not be funded the total quantity of
                                     entitlement shares due DTC, Agent
                                     shall provide to DTC a notice of
                                     the reduction in the shares (and if
                                     applicable the cash component) due
                                     to DTC by no later than 3:00 p.m.
                                     ET on the business day prior to the
                                     maturity date to the following
                                     email addresses:
                                     [email protected], and [email protected]. The
                                     notice shall include the
                                     information from the Agent and the
                                     Participant(s) as described in
                                     Section VI(C)(3), Reduction of
                                     Payment on Treasury or Repurchased
                                     Securities.
                                    Delivery of the notices to an email
                                     address other than the email
                                     addresses set forth above does not
                                     constitute a valid notification.
                                    Failure to comply with any of the
                                     notification requirements could
                                     result in DTC being unable to
                                     support the processing of the
                                     event.''

                                    Item 3
                                    Renumbered Item 3 (formerly Item 1)
                                     relates to the reduction of payment
                                     on Treasury Shares or Repurchased
                                     Debt Securities. This item would be
                                     revised for to clarify and
                                     consolidate text relating to
                                     requirements for a confirmation
                                     letter that the Agent must ensure
                                     that each Participant provides to
                                     DTC in order for DTC to timely
                                     process the event using the
                                     appropriate payment amount.
                                    Item 4
                                    Renumbered Item 4 (formerly Item 2)
                                     relates to the mandatory separation
                                     of a unit from an eligible security
                                     after the closing date. The section
                                     would be clarified by adding a note
                                     that the unit must be DTC eligible
                                     at the time the Unit Security was
                                     made DTC eligible, or the unit must
                                     become eligible in accordance with
                                     the provisions of the OA.
                                    Item 5
                                    From time to time, an issuer and/or
                                     agent may request that a security
                                     be made eligible for DTC's Money
                                     Market Instrument (``MMI'') Program
                                     but later determine that it should
                                     have been placed in DTC's non-MMI
                                     services. DTC requires certain
                                     documentation and information from
                                     the Issuer and Issuing and Paying
                                     Agent for the MMI issue in order
                                     for it to be exchanged for a non-
                                     MMI CUSIP.
                                    In order to enhance clarity relating
                                     to notices, documentation and
                                     information required by DTC in this
                                     regard, a new Item 5 (MMI to Non-
                                     MMI Exchanges) would be added to
                                     this subsection and read as
                                     follows:
                                    ``For DTC to agree to announce and
                                     process an MMI (CUSIP) to Non-MMI
                                     (CUSIP) exchange the following
                                     conditions must be met.
                                    DTC will not make a Non-MMI CUSIP
                                     eligible which will mature 30 days
                                     or less from the eligibility date
                                     nor perform an exchange from a
                                     CUSIP that will mature 30 days or
                                     less from the exchange date. (See I
                                     (C) 6 Short-Term Maturities)
                                    The Issuing Paying Agent (``IPA'')
                                     must provide notice to DTC on IPA
                                     letterhead by email to
                                     [email protected] by no later than 5 business days
                                     prior to the exchange date
                                     acknowledging the reason for the
                                     exchange, (i.e., security was
                                     incorrectly issued as an MMI
                                     CUSIP), the MMI CUSIP and the Non-
                                     MMI CUSIP, security description,
                                     and the rate of exchange. In
                                     addition to the exchange notice,
                                     the following must be provided:
                                       [cir] notice from the Issuer
                                        which includes the DTC
                                        indemnification language
                                        acknowledging the listed
                                        CUSIP(s) were issued incorrectly
                                        as MMI securities.
                                       [cir] written acknowledgment from
                                        the IPA to be billed all
                                        eligibility and exception
                                        processing fees for each
                                        exchange per CUSIP
                                       [cir] the Non-MMI CUSIP obtained
                                        from the CUSIP Service Bureau
                                        for each exchange and a copy of
                                        the prospectus, offering
                                        document, or offering statement
                                        describing terms of the Non-MMI
                                        security to make the new CUSIP
                                        DTC eligible.
                                       [cir] other documentation that
                                        may be required by DTC's
                                        Underwriting Dept. to determine
                                        the eligibility of the NON-MMI
                                        security (e.g., new Letter of
                                        Representations for BEO issues;
                                        and,
                                       [cir] Dependent upon the review
                                        of the information provided, DTC
                                        reserves the right to request
                                        revised or additional
                                        documentation from the Agent and/
                                        or Issuer as DTC deems necessary
                                        to process the requested
                                        exchanges.''
VI.D. (Processing for Specific      This section will be renumbered from
 Voluntary Reorganizations).         IV. C. to become IV. D.
                                    In addition, the proposed rule
                                     change would clarify the timing by
                                     which a Participant's submission of
                                     an instruction relating to a
                                     voluntary reorganization is
                                     effective. In this regard, the
                                     following note would be added to
                                     the text of this section.
                                    ``Note to Agents and Issuers
                                     regarding Participant instructions
                                     for events processed through a DTC
                                     instruction processor (i.e., ATOP,
                                     ASOP, or APUT): By processing an
                                     event through a DTC instruction
                                     processor (``Instruction
                                     Processor''), including, but not
                                     limited to, ATOP, ASOP, or APUT,
                                     the Agent and Issuer acknowledge
                                     and agree that the date and time of
                                     a Participant's submission of its
                                     instruction to DTC (as reflected in
                                     the Transaction ID of the completed
                                     transaction) is deemed to be the
                                     date and time of the Agent's
                                     receipt of the instruction and, if
                                     applicable, the tendered
                                     securities. By way of example, but
                                     without limitation, for purposes of
                                     determining the timeliness of a
                                     Participant's instruction and
                                     tender in connection with an event,
                                     the Participant's instruction is
                                     deemed to have been timely received
                                     by, and, if applicable, the
                                     securities timely tendered to, the
                                     Agent when the date and time of the
                                     submission of a Participant's
                                     instruction to DTC (as reflected in
                                     the Transaction ID of the completed
                                     transaction) is prior to the
                                     applicable cutoff/expiration date
                                     and time, even if the transaction
                                     does not complete until after the
                                     applicable cutoff/expiration date
                                     and time for the event.''
VI.D.2. (Mortgage-Backed            This subsection would be removed
 Securities with Monthly Early       from the OA as it is redundant to
 Redemption Features).               language already included relating
                                     to Puts.
VI.D.2. (Rights Offers (Use of      This subsection would be renumbered
 DTC's Automated Subscription        from IV.D.3 to IV.D.2.
 Offer Program (``ASOP'')).         This subsection would also be
                                     modified to modify the sentence
                                     that states: ``In the case of
                                     rights offers, DTC's ASOP
                                     procedures and systems must be
                                     utilized to process subscription
                                     exercise activities, including the
                                     submission of instructions for
                                     basic subscriptions, the exercise
                                     of step-up and oversubscriptions,
                                     sales of rights, and notices of
                                     guaranteed deliveries, and all
                                     related activities.'' The change
                                     would remove the words ``step-up
                                     and'' from this sentence.
VI.D.3.a. (Convertible Issues/      This subsection would be renumbered
 Warrants/Rights Notifications).     from IV.D.4.a to IV.D.3.a.
                                    The text of this subsection would be
                                     revised as follows:

                                       1. A reference to ``company/
                                        agent'' would be revised to
                                        ``Issuer/Agent'' for consistency
                                        with the term as used in the OA;
                                       2. Text relating to notice
                                        provisions relating to the
                                        alteration of terms for
                                        conversions and warrants would
                                        be revised to move text up from
                                        further down in the section that
                                        reflects timeframes by which
                                        notice to DTC is required. This
                                        text states that DTC must be
                                        notified in accordance with the
                                        terms of the offering document,
                                        to instead state that DTC must
                                        be notified no fewer than 10
                                        business days prior to the
                                        effective date of such change,
                                        or to the extent an event
                                        ``triggers'' the change (i.e.,
                                        on short notice) then notice
                                        must be provided to DTC
                                        immediately, but, in any event,
                                        no later than 24 hours after the
                                        triggering event, and that the
                                        Agent is to confirm receipt of
                                        such notice to DTC. This
                                        proposed rule change would
                                        facilitate the provision of
                                        information to DTC in sufficient
                                        time for DTC to process any such
                                        alteration in terms.
                                       3. The email address to which
                                        such notices should be sent
                                        would be revised to
                                        [email protected] to
                                        [email protected]. The provision
                                        would also be revised to require
                                        such notices to be delivered by
                                        email as opposed to email or to
                                        a physical mailbox.
                                       4. Text would also be revised for
                                        clarity relating requirements
                                        for information that must be
                                        included in a notice provided to
                                        DTC under this subsection and
                                        certain notification
                                        requirements for variable rate
                                        entitlements would be moved to
                                        further down in the text of the
                                        OA to a renumbered Section
                                        IV.D.4.c, as described below.
                                       5. Text would be added to clarify
                                        the requirements for an Agent to
                                        notify DTC relating to a change
                                        in terms affecting an expiration
                                        date.
                                       6. The proposed rule change would
                                        make other technical and
                                        clarifying changes to this
                                        subsection with respect to
                                        updating cross-references as
                                        well as grammatical changes.
VI.D.3.b. (Convertible Issues/      This subsection would be renumbered
 Warrants/Rights Processing).        from IV.D.4.b to IV.D.3.b.
                                    The subsection would be modified:
                                       1. To add text moved from
                                        IV.D.4.a. relating to
                                        conversions with variable rate
                                        entitlements, as described
                                        above, and move and condense
                                        text from further below in the
                                        subsection that such
                                        notification include information
                                        as to whether a CIL entitlement
                                        is to be paid per the
                                        instruction with the method of
                                        calculation and provide an
                                        example stating ``market price
                                        or the Volume Weighted Average
                                        Price.''
                                       2. To separate text in a bullet
                                        relating to processing of a
                                        conversion through a DTC
                                        voluntary program so that text
                                        relating to an agreement of an
                                        issuer and agent relating to a
                                        delivery instruction to debit
                                        the balance of a security
                                        certificate in connection with a
                                        conversion, is separated from
                                        text setting forth the agreement
                                        of the issuer and agent agreeing
                                        that any new securities
                                        resulting from a conversion,
                                        warrant or right exercise shall
                                        (i) be issued as of the date on
                                        which the conversion, warrant,
                                        or right instruction is entered
                                        into the DTC system and (ii)
                                        follow with issuance occurring
                                        no more than two business days
                                        from the date of receipt by DTC
                                        of the instructions and the
                                        Agent is required to notify DTC
                                        by 12:00 noon ET the following
                                        day of any instructions that
                                        have been rejected.
                                       3. To delete text relating to CIL
                                        entitlements, as described above
                                        and which are replaced by the
                                        applicable bullet described in 1
                                        above and
                                       4. Modify a sentence that states
                                        ``For rights offering with
                                        oversubscriptions, proration and
                                        rounding, Agent must agree to
                                        utilize DTC's template for
                                        providing payment details for
                                        oversubscription, proration and
                                        rounding, to add the reference
                                        ``as well as guaranteed delivery
                                        (protect) submissions and cover
                                        of protects'' between
                                        ``rounding,'' and ``Agent''.
VI.D.4.a. (Tender/Exchange          This subsection would be renumbered
 Processing).                        from IV.D.5.a to IV.D.4.a.
                                    This section describes tender and
                                     exchange processing and processing
                                     of mergers with elections. It
                                     requires the use of DTC's ATOP
                                     system for such processing. The
                                     subsection would be modified to
                                     clarify that DTC will not process
                                     the event if the agent is not an
                                     ``ATOP agent'' by adding the
                                     following text:
                                    ``For DTC to support the processing
                                     of the offer/event, Issuer's (or
                                     Offeror's) Agent must be an
                                     established ATOP agent with DTC
                                     (i.e., has an on-line connection to
                                     DTC's ATOP-automated tender offer
                                     platform) at the time of the
                                     announcement submission to DTC.''
                                    Examples provided with respect to
                                     other transaction types that ATOP
                                     may be utilized for (at DTC's
                                     discretion) would be modified to
                                     expand the text from referring only
                                     to consent solicitations (with a
                                     fee), collection of tax withholding
                                     rate or exemption, conversion
                                     events where the entitlement can be
                                     cash and collection of CIL
                                     entitlements to also include (a)
                                     conversion events where the
                                     entitlement can be securities and
                                     are subject to an extended
                                     settlement period (which could be
                                     in addition to or in the
                                     alternative to conversion events
                                     where the entitlement can be cash),
                                     and (b) cashless warrants. The
                                     qualification that a consent
                                     limitation be ``with a fee'' would
                                     also be removed, to indicate that
                                     any collection of a consent
                                     solicitation could be processed by
                                     ATOP (with or without a fee (but
                                     processing of such an event would
                                     still subject to DTC's discretion
                                     as previously mentioned)).
                                    A provision stating that a Letter of
                                     agreement (LOA) approval by an
                                     Agent is required within 24 hours
                                     of DTC posting to ATOP, and a
                                     reference to applicability of
                                     ``late notification fees'' relating
                                     to processing delays stemming from
                                     a late approval of a LOA, would be
                                     moved from the end of this
                                     subsection to text higher up where
                                     the LOA is first referenced in this
                                     section, so that it appears in the
                                     context of other stated
                                     requirements relating to the LOA.
                                     Also, the reference to ``within 24
                                     hours'' would be modified to
                                     instead reference ``1 business
                                     day'' to take into consideration
                                     instances where a deadline for an
                                     agent's approval might otherwise
                                     fall on a non-business day.

                                    Text would also be added to clarify
                                     the timing by which DTC must
                                     receive certain information and
                                     documentation relating to an
                                     entitlement to facilitate timely
                                     processing. In this regard, the
                                     added text will state that the
                                     entitlement must have a CUSIP
                                     number and the Agent must notify
                                     DTC of such CUSIP number assigned
                                     to the new Securities no less than
                                     3 business days prior to allocation
                                     of the entitlement if security is
                                     already DTC eligible. The added
                                     text would also state that if the
                                     security is not DTC eligible, the
                                     Agent must provide all required
                                     documentation no later than 5
                                     business days prior to allocation
                                     of the entitlement security for DTC
                                     to complete the eligibility process
                                     prior to allocation. The text would
                                     also state that additional
                                     eligibility processing time could
                                     be required dependent upon the
                                     determination of the eligibility
                                     review and the requirement for
                                     additional documentation, (e.g.,
                                     legal opinion for a Non-US
                                     security) and Issuer and Agent
                                     shall plan accordingly.
                                    The subsection would also be
                                     modified to make technical and
                                     clarifying changes to the text.
VI.D.4.c. (Altering the Terms of    This subsection would be renumbered
 an Offer).                          from IV.D.5.c. to IV.D.4.c.
                                    This subsection provides
                                     requirements for communication to
                                     DTC of a change in the terms of an
                                     offer.
                                    The text includes that all
                                     extensions to an offer must be
                                     provided to DTC via email ``by noon
                                     on the day following the expiration
                                     date of the event and if
                                     applicable, shall include any and
                                     all changes to terms of the
                                     offer.'' This provision would be
                                     revised to add emphasis to the
                                     timing of this deadline to add ``no
                                     later than'' in front of ``noon.''
                                    It is important that the Agent
                                     confirm that its extension of an
                                     expiration date of an offer is
                                     accurately reflected on DTC's
                                     records. The subsection includes
                                     text indicating the need for an
                                     Agent to confirm DTC's receipt of
                                     the applicable notice via email or
                                     by phone. Pursuant to the proposed
                                     rule change, this text would be
                                     clarified to state that the agent
                                     may make this confirmation by
                                     viewing the ``Transaction Entry End
                                     Date'' field in ATOP. If the
                                     information is not shown as
                                     updated, then the Agent should
                                     notify DTC via email or phone.
                                    This subsection would also be
                                     revised for technical and
                                     grammatical changes.
VI.D.4.f. (Consents)..............  This subsection would be revised for
                                     technical and grammatical changes.
VI.E. (Chargeback of                This subsection would be revised to
 Reorganization Payments).           add examples of the type of refunds
                                     of payments covered by this
                                     section.
VI.F.1. (Consents and Legal         This subsection would be revised to
 Notices).                           make technical changes, including
                                     updating to reflect the elimination
                                     of hard copy delivery of notices.
VI.F.2. (Security Position Reports  This section describes how issuers,
 (``SPRs'').                         trustees and authorized third
                                     parties may access security
                                     position reports (``SPRs''). This
                                     subsection would be revised to
                                     clarify and consolidate text and
                                     make technical changes relating to
                                     the requirements relating SPRs,
                                     including with respect to how SPRs
                                     are accessed and how third parties
                                     may be authorized to obtain and
                                     maintain access reports. The
                                     proposed rule change would also add
                                     contact information for support
                                     resources relating to SPRs.
VI.F.3. (Shareholder Meetings)....  This subsection describes processes
                                     relating to the announcement of
                                     shareholder meetings and issuance
                                     of omnibus proxies.
                                    The following text would be added to
                                     this subsection:
                                    ``Issuers and Agents are advised
                                     that in the event a voluntary offer
                                     (e.g., tender) at DTC is active on
                                     the record date of the meeting
                                     announcement and a Participant's
                                     instructed position is in the
                                     contra-CUSIP on record date, it
                                     will be added to that Participant's
                                     record date position in the target
                                     CUSIP (i.e., issuer's security) for
                                     purposes of the omnibus proxy and
                                     the accompanying SPR. If the active
                                     voluntary offer is being made by
                                     the Issuer (as opposed to a third-
                                     party) and the Issuer, in
                                     accordance with the terms of its
                                     voluntary offer, wants DTC to
                                     exclude the instructed positions of
                                     Participants in the contra-CUSIP
                                     from the omnibus proxy and
                                     accompanying SPR, the Issuer or
                                     their Agent must contact DTC, at
                                     least 5 business days before the
                                     record date for the meeting by
                                     emailing DTC at
                                     [email protected]. DTC
                                     can require indemnification from
                                     the Issuer to take such action.''
                                    The text would be updated to include
                                     that a shareholder meeting
                                     announcement should include the
                                     ``CUSIP number of the issuer's
                                     security'' in addition to other
                                     information fields already listed.
                                     Text saying that the ``company
                                     name'' field would also be updated
                                     to read ``issuer/company name''.
                                    This subsection would also be
                                     revised to make technical changes,
                                     including, but not limited to,
                                     relating to language hardcopy
                                     delivery and move text within the
                                     subsection for enhanced
                                     readability.
VII. Additional Operational         This section would be revised to
 Requirements for Variable-Rate      reflect that delivery of
 Demand Obligations (``VRDOs'').     instructions and notices should be
                                     sent to DTC electronically rather
                                     than via physical delivery.
------------------------------------------------------------------------

---------------------------------------------------------------------------

    \9\ See Rule 5, supra note 6.
    \10\ Pursuant to the Rules, the term MMI Program means the
Program for transactions in MMI Securities, as provided in Rule 9(C)
and as specified in the Procedures. See Rule 1, Section 1, supra
note 6.
    \11\ Pursuant to the Rules, the term (i) ``MMI Issuing Agent''
means a Participant, acting as an issuing agent for an issuer with
respect to a particular issue for MMI Securities of that issuer,
that has executed such agreements as the Corporation shall require
in connection with the participation of such Participant in the MMI
Program in that capacity, and (ii) ``MMI Paying Agent'' means a
Participant, acting as a paying agent for an issuer with respect to
a particular issue of MMI Securities of that issuer, that has
executed such agreements as the Corporation shall require in
connection with the participation of such Participant in the MMI
Program in that capacity. See Rule 1, supra note 6.
    \12\ Eligibility for inclusion in the MMI Program covers
Securities that are money market instruments, which are short-term
debt Securities that generally mature 1 to 270 days from their
original issuance date. MMI Securities include, but are not limited
to, commercial paper, banker's acceptances and short-term bank notes
and are issued by financial institutions, large corporations, or
state and local governments. Most MMI Securities trade in large
denominations (typically, $250,000 to $50 million) and are purchased
by institutional investors. Eligibility for inclusion in the MMI
Program also covers medium term notes that mature over a longer
term.
    \13\ See Rule 5, supra note 6.
    \14\ See Rule 1, supra note 6.
    \15\ DTC's FAST program allows an Agent which is an approved
FAST Agent to act as custodian for DTC and increase or decrease the
amounts of a balance certificate representing Securities eligible
for DTC book-entry services. See OA Section II.B.a. (FAST), supra
note 5.
    \16\ A SCL, or Shipment Control List, is a form generated by DTC
that lists identifying information about a shipped security
certificate, including the number of shares or other interests,
CUSIP number, and dollar value. An SCL serves as a manifest for a
transfer agent receiving security certificates from DTC. See OA
Section II.B.a. (FAST), supra note 5.
    \17\ The BMA5 and REDCAL are automated system to system files
provided by agents that contain rate and announcement information
for distributions and redemptions.
    \18\ The BMA, DCN and REDCAL are automated system to system
files provided by agents that contain rate and announcement
information for distributions and redemptions.
    \19\ See DTCC's website at https://www.dtcc.com/settlement-and-asset-services/agent-services/corporate-action-information-for-agents.
    \20\ See Null/Void/Worthless Letter temple, available at https://www.dtcc.com/-/media/Files/Downloads/Settlement-Asset-Services/agent-services/Null-Void-Worthless-Letter-Temp.docx.
    \21\ See Securities Exchange Act Release No. 75094 (June 2,
2015), 80 FR 32425 (June 8, 2015) (SR-DTC-2015-007).
    \22\ See Guide to the DTC Fee Schedule, available at https://www.dtcc.com/-/media/Files/Downloads/legal/fee-guides/DTC-Fee-Schedule.pdf at 7.

---------------------------------------------------------------------------

2. Statutory Basis
    Section 17A(b)(3)(F) of the Act \23\ 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 it would update the OA to clarify text, provide
additional detail on existing processes, update DTC's contact
information and therefore provide Participants, Issuers and Agents with
transparency with respect to DTC's eligibility and asset servicing
processes. By providing such transparency, the proposed rule change
would allow each of these parties' greater transparency on processing
of transactions in their Securities and, therefore, would promote the
prompt and accurate clearance and settlement of securities
transactions.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    The proposed rule changes are also designed to be consistent with
Rule 17Ad-22(e)(23) of the Act,\24\ which was recently adopted by the
Commission.\25\ Rule 17Ad-22(e)(23) requires DTC, inter alia, to
establish, implement, maintain and enforce written policies and
procedures reasonably designed to (i) publicly disclose all relevant
rules and material procedures, including key aspects of its default
rules and procedures, and (ii) provide sufficient information to enable
participants to identify and evaluate the risks, fees, and other
material costs they incur by participating in the covered clearing
agency. The proposed rule changes, as described above, would update
DTC's OA with respect to rules, material procedures and certain fee-
related provisions relating to DTC's securities eligibility and asset
servicing processes. As such, DTC believes that the proposed changes
would promote disclosure of relevant rules and material procedures and
provide sufficient information to enable participants and other users
of DTC's services to evaluate fees and other material costs of
utilizing DTC's services, in accordance with the requirements of Rule
17Ad-22(e)(23), promulgated under the Act, cited above.
---------------------------------------------------------------------------

    \24\ 17 CFR 240.17Ad-22(e)(23).
    \25\ The Commission adopted amendments to Rule 17ad-22,
including the addition of new subsection 17ad-22(e), on September
28, 2016. See Securities Exchange Act Release No. 78961 (September
28, 2016), 81 FR 70786 (October 13, 2016) (S7-03-14). DTC is a
``covered clearing agency'' as defined by new Rule 17ad-22(a)(5) and
must comply with subsection (e) of Rule 17Ad-22. Id.
---------------------------------------------------------------------------

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

    DTC does not believe that the proposed rule change would have any
impact on competition because the proposed changes merely relate to
updates and clarifications of the OA which would not significantly
affect the rights and obligations of users of DTC's services and would
not disproportionally impact any users.

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

    DTC has not received or solicited any written comments relating to
this proposal. If any written comments are received, they would be
publicly filed as an Exhibit 2 to this filing, as required by Form 19b-
4 and the General Instructions thereto.
    Persons submitting comments are cautioned that, according to
Section IV (Solicitation of Comments) of the Exhibit 1A in the General
Instructions to Form 19b-4, the Commission does not edit personal
identifying information from comment submissions. Commenters should
submit only information that they wish to make available publicly,
including their name, email address, and any other identifying
information.
    All prospective commenters should follow the Commission's
instructions on how to submit comments, available at https://www.sec.gov/regulatory-actions/how-to-submit-comments. General
questions regarding the rule filing process or logistical questions
regarding this filing should be directed to the Main Office of the
Commission's Division of Trading and Markets at
[email protected] or<PHONE_NUMBER>.
    DTC reserves the right to not respond to any comments received.

III. Date of Effectiveness of the Proposed Rule Change, and Timing for
Commission Action

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \26\ of the Act and paragraph (f) \27\ 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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    \26\ 15 U.S.C. 78s(b)(3)(A).
    \27\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
file number SR-DTC-2023-010 on the subject line.

Paper Comments

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

All submissions should refer to file number SR-DTC-2023-010. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the

submission, all subsequent amendments, all written statements with
respect to the proposed rule change that are filed with the Commission,
and all written communications relating to the proposed rule change
between the Commission and any person, other than those that may be
withheld from the public in accordance with the provisions of 5 U.S.C.
552, will be available for website viewing and printing in the
Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10 a.m. and 3 p.m.
Copies of the filing also will be available for inspection and copying
at the principal office of DTC and on DTCC's website (http://dtcc.com/legal/sec-rule-filings.aspx). Do not include personal identifiable
information in submissions; you should submit only information that you
wish to make available publicly. We may redact in part or withhold
entirely from publication submitted material that is obscene or subject
to copyright protection. All submissions should refer to File Number
SR-DTC-2023-010 and should be submitted on or before November 2, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-21945 Filed 10-11-23; 8:45 am]
BILLING CODE 8011-01-P