[Federal Register Volume 78, Number 127 (Tuesday, July 2, 2013)]
[Rules and Regulations]
[Pages 39601-39604]
[FR Doc No: 2013-15818]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket No. USCG-2013-0495]
RIN 1625-AA00

Safety Zone, Sugar House Casino Fireworks Display, Delaware
River; Philadelphia, PA

AGENCY: Coast Guard, DHS.

ACTION: Temporary final rule.

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SUMMARY: The Coast Guard is establishing a temporary safety zone on the
Delaware River in Philadelphia, PA. The safety zone will restrict
vessel traffic on a portion of the Delaware River from operating while
a fireworks event is taking place. This temporary safety zone is
necessary to protect the surrounding public and vessels from the
hazards associated with a fireworks display.

DATES: This rule is effective on July 5, 2013.

ADDRESSES: Documents mentioned in this preamble are part of docket
[USCG-2013-0495]. To view documents mentioned in this preamble as being
available in the docket, go to http://www.regulations.gov, type the
docket number in the ``SEARCH'' box and click ``SEARCH.'' Click on Open
Docket Folder on the line associated with this rulemaking. You may also
visit the Docket Management Facility in Room W12-140 on the ground
floor of the Department of Transportation West Building, 1200 New
Jersey Avenue SE., Washington, DC 20590, between 9 a.m. and 5 p.m.,
Monday through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: If you have questions on this rule,
call or email Lieutenant Veronica Smith, Chief Waterways Management,
Sector Delaware Bay, U.S. Coast Guard; telephone<PHONE_NUMBER>, email
<EMAIL_ADDRESS>If you have

questions on viewing or submitting material to the docket, call Barbara
Hairston, Program Manager, Docket Operations, telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Table of Acronyms

DHS Department of Homeland Security
NPRM Notice of Proposed Rulemaking

A. Regulatory History and Information

    The Coast Guard is issuing this temporary final rule without prior
notice and opportunity to comment pursuant to authority under section
4(a) of the Administrative Procedure Act (APA) (5 U.S.C. 553(b)). This
provision authorizes an agency to issue a rule without prior notice and
opportunity to comment when the agency for good cause finds that those
procedures are ``impracticable, unnecessary, or contrary to the public
interest.'' Under 5 U.S.C. 553(b)(B), the Coast Guard finds that good
cause exists for not publishing a notice of proposed rulemaking (NPRM)
with respect to this rule because immediate action is necessary to
provide for the safety of life and property in the navigable water. In
addition, publishing an NPRM is impracticable given that the final
details for this event were not received by the Coast Guard with
sufficient time for a notice and comment period to run before the start
of the event. Thus, delaying this rule to wait for a notice and comment
period to run would be contrary to public policy and would inhibit the
Coast Guard's ability to protect the public from the hazards associated
with maritime fireworks displays.
    Under 5 U.S.C. 553(d)(3), the Coast Guard finds that good cause
exists for making this rule effective less than 30 days after
publication in the Federal Register. Delaying the establishment of the
safety zone could result in mariners approaching the fireworks
location, creating a hazardous scenario with potential for loss of life
and property. For the same reasons discussed in the preceding
paragraph, a 30-day notice period would be impracticable and contrary
to the public interest.

B. Basis and Purpose

    On the evening of July 5, 2013, fireworks will be launched from a
barge with a fall out zone that covers part of the Delaware River.
Sugar House Casino has contracted with Pyrotecnico Fireworks to arrange
for this display. The Captain of the Port, Sector Delaware Bay, has
determined that the Sugar House Casino Fireworks Display will pose
significant risks to the public. The purpose of the rule is to promote
public and maritime safety during a fireworks display, and to protect
mariners transiting the area from the potential hazards associated with
a fireworks display, such as accidental discharge of fireworks,
dangerous projectiles, and falling hot embers or other debris. This
rule is needed to ensure safety on the waterway during the event.

C. Discussion of the Final Rule

    To mitigate the risks associated with the Sugar House Casino
Fireworks Display, the Captain of the Port, Sector Delaware Bay will
enforce a temporary safety zone in the vicinity of the launch site. The
safety zone will encompass all waters of the Delaware River within a
350 yard radius of the fireworks launch platform in approximate
position 39[deg]57'46.51'' N, 075[deg]07'45.45'' W in Philadelphia, PA.
The safety zone will be effective and enforced from 8:30 p.m. to 10:00
p.m. on July 5, 2013. Entry into, transiting, or anchoring within the
safety zone is prohibited unless authorized by the Captain of the Port,
Sector Delaware Bay, or her on-scene representative. The Captain of the
Port, Sector Delaware Bay, or her on-scene representative may be
contacted via VHF channel 16.

D. Regulatory Analyses

    We developed this rule after considering numerous statutes and
executive orders related to rulemaking. Below we summarize our analyses
based on these statutes and executive orders.

1. Regulatory Planning and Review

    This rule is not a significant regulatory action under section 3(f)
of Executive Order 12866, Regulatory Planning and Review, as
supplemented by Executive Order 13563, Improving Regulation and
Regulatory Review, and does not require an assessment of potential
costs and benefits under section 6(a)(3) of Executive Order 12866 or
under section 1 of Executive Order 13563. The Office of Management and
Budget has not reviewed it under those Orders.
    Although this regulation will restrict vessel traffic from
operating within the safety zone on the navigable waters of the
Delaware River, Philadelphia, PA, the effect of this regulation will
not be significant due to the limited duration that the safety zone
will be in effect. The enforcement window lasts for 1 hour and 30
minutes in an open area that does conflict with transiting commercial
or recreational traffic. For the above reasons, the Coast Guard does
not anticipate any significant economic impact.

2. Impact on Small Entities

    The Regulatory Flexibility Act of 1980 (RFA), 5 U.S.C. 601-612, as
amended, requires federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000.
    The Coast Guard certifies under 5 U.S.C. 605(b) that this rule will
not have a significant economic impact on a substantial number of small
entities:
    (1) This rule will affect the following entities, some of which
might be small entities: the owners or operators of vessels intending
to operate, transit, or anchor in a portion of the Delaware River
between 8:30 p.m. and 10:00 p.m. on July 5, 2013.
    (2) This safety zone will not have a significant economic impact on
a substantial number of small entities for the following reasons: This
rule will only be enforced for a short period of time. In the event
that this temporary safety zone affects shipping, commercial vessels
may request permission from the Captain of the Port, Sector Delaware
Bay, to transit through the safety zone. Before activation of the zone,
we will give notice to the public via a Broadcast to Mariners that the
regulation is in effect.

3. Assistance for Small Entities

    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this rule. If the rule would affect your
small business, organization, or governmental jurisdiction and you have
questions concerning its provisions or options for compliance, please
contact the person listed in the FOR FURTHER INFORMATION CONTACT,
above.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The Ombudsman evaluates these actions annually and
rates each agency's responsiveness to small business. If you wish to
comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR
(1-888-734-3247). The Coast Guard will not retaliate against small
entities that question or complain about this rule or any policy or
action of the Coast Guard.

4. Collection of Information

    This rule calls for no new collection of information under the
Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

5. Federalism

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on State or local
governments and would either preempt State law or impose a substantial
direct cost of compliance on them. We have analyzed this rule under
that Order and have determined that it does not have implications for
federalism.

6. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places or vessels.

7. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this rule will not result in
such an expenditure, we do discuss the effects of this rule elsewhere
in this preamble.

8. Taking of Private Property

    This rule will not cause a taking of private property or otherwise
have taking implications under Executive Order 12630, Governmental
Actions and Interference with Constitutionally Protected Property
Rights.

9. Civil Justice Reform

    This rule meets applicable standards in sections 3(a) and 3(b)(2)
of Executive Order 12988, Civil Justice Reform, to minimize litigation,
eliminate ambiguity, and reduce burden.

10. Protection of Children

    We have analyzed this rule under Executive Order 13045, Protection
of Children from Environmental Health Risks and Safety Risks. This rule
is not an economically significant rule and does not create an
environmental risk to health or risk to safety that may
disproportionately affect children.

11. Indian Tribal Governments

    This rule does not have tribal implications under Executive Order
13175, Consultation and Coordination with Indian Tribal Governments,
because it does not have a substantial direct effect on one or more
Indian tribes, on the relationship between the Federal Government and
Indian tribes, or on the distribution of power and responsibilities
between the Federal Government and Indian tribes.

12. Energy Effects

    This action is not a ``significant energy action'' under Executive
Order 13211, Actions Concerning Regulations That Significantly Affect
Energy Supply, Distribution, or Use.

13. Technical Standards

    This rule does not use technical standards. Therefore, we did not
consider the use of voluntary consensus standards.

14. Environment

    We have analyzed this rule under Department of Homeland Security
Management Directive 023-01 and Commandant Instruction M16475.lD, which
guide the Coast Guard in complying with the National Environmental
Policy Act of 1969 (NEPA) (42 U.S.C. 4321-4370f), and have determined
that this action is one of a category of actions that do not
individually or cumulatively have a significant effect on the human
environment. This rule is categorically excluded under 34(g) of Figure
2-1 of the Commandant Instruction. An environmental analysis checklist
supporting this determination and a Categorical Exclusion Determination
are available in the docket where indicated under ADDRESSES. We seek
any comments or information that may lead to the discovery of a
significant environmental impact from this rule.

List of Subjects in 33 CFR Part 165

    Harbors, Marine Safety, Navigation (water), Reporting and
recordkeeping requirements, Security measures, Waterways.

    For the reasons discussed in the preamble, the Coast Guard amends
33 CFR part 165 as follows:

PART 165--REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS

0
1. The authority citation for part 165 continues to read as follows:

    Authority:  33 U.S.C. 1231; 46 U.S.C. Chapter 701, 3306, 3703;
50 U.S.C. 191, 195; 33 CFR 1.05-1, 6.04-1, 6.04-6, and 160.5; Pub.
L. 107-295, 116 Stat. 2064; Department of Homeland Security
Delegation No. 0170.1.

0
2. Add temporary 165.T05-0495, to read as follows:

Sec.  165.T05-0495  Safety Zone, Sugar House Casino Fireworks Display,
Delaware River; Philadelphia, PA.

    (a) Regulated Area. The following area is a safety zone: The safety
zone will encompass all waters of the Delaware River within a 350 yard
radius of the fireworks launch platform in approximate position
39[deg]57'46.51'' N, 075[deg]07'45.45'' W in Philadelphia, PA.
    (b) Regulations. The general safety zone regulations found in 33
CFR 165.23 apply to the safety zone created by this temporary section
Sec.  165.T05-0495.
    (1) All persons and vessels are prohibited from entering this zone,
except as authorized by the Coast Guard Captain of the Port or her
designated representative.
    (2) All persons or vessels wishing to transit through the Safety
Zone must request authorization to do so from the Captain of the Port
or her designated representative one hour prior to the intended time of
transit.
    (3) Vessels granted permission to transit through the Safety Zone
must do so in accordance with the directions provided by the Captain of
the Port or her designated representative to the vessel.
    (4) To seek permission to transit this safety zone, the Captain of
the Port or her designated representative can be contacted via Sector
Delaware Bay Command Center<PHONE_NUMBER>.
    (5) This section applies to all vessels wishing to transit through
the safety zone except vessels that are engaged in the following
operations: (i) Enforcing laws; (ii) servicing aids to navigation, and
(iii) emergency response vessels.
    (6) No person or vessel may enter or remain in a safety zone
without the permission of the Captain of the Port;
    (7) Each person and vessel in a safety zone shall obey any
direction or order of the Captain of the Port;
    (8) The Captain of the Port may take possession and control of any
vessel in the safety zone;
    (9) The Captain of the Port may remove any person, vessel, article,
or thing from a safety zone;
    (10) No person may board, or take or place any article or thing on
board, any vessel in a safety zone without the permission of the
Captain of the Port; and
    (11) No person may take or place any article or thing upon any
waterfront facility in a safety zone without the permission of the
Captain of the Port.

    (c) Definitions. (1) Captain of the Port means the Commander, Coast
Guard Sector Delaware Bay, or any Coast Guard commissioned, warrant or
petty officer who has been authorized by the Captain of the Port to act
on her behalf.
    (2) Designated representative means any Coast Guard commissioned,
warrant or petty officer who has been authorized by the Captain of the
Port Delaware Bay to assist in enforcing the safety zone described in
paragraph (a) of this section.
    (d) Enforcement. The U.S. Coast Guard may be assisted by Federal,
State, and local agencies in the patrol and enforcement of the zone.
    (e) Enforcement period. This section will be enforced from 8:30
p.m. until 10:00 p.m. on July 5, 2013.

    Dated: June 21, 2013.
T.C. Wiemers,
Captain, U.S. Coast Guard, Alternate Captain of the Port, Delaware Bay.
[FR Doc. 2013-15818 Filed 7-1-13; 8:45 am]
BILLING CODE 9110-04-P


[Federal Register Volume 81, Number 168 (Tuesday, August 30, 2016)]
[Notices]
[Pages 59710-59711]
[FR Doc No: 2016-20739]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32235; 812-14678]

iShares Trust, et al.; Notice of Application

August 24, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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SUMMARY: Notice of an application for an order under section 6(c) of
the Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1
under the Act, under sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under
section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act. The requested order would permit (a) series of
certain open-end management investment companies that track the
performance of an index provided by an affiliated person (``Funds'') to
issue shares redeemable in large aggregations only (``Creation
Units''); (b) secondary market transactions in Fund shares to occur at
negotiated market prices rather than at net asset value (``NAV''); (c)
certain Funds to pay redemption proceeds, under certain circumstances,
more than seven days after the tender of shares for redemption; (d)
certain affiliated persons of a Fund to deposit securities into, and
receive securities from, the Fund in connection with the purchase and
redemption of Creation Units; and (e) certain registered management
investment companies and unit investment trusts outside of the same
group of investment companies as the Funds (``Funds of Funds'') to
acquire shares of the Funds.

Applicants: iShares Trust (the ``Trust''), a Delaware statutory trust
registered under the Act as an open-end management investment company
with multiple series, and iShares, Inc. (the ``Corporation''), a
Maryland corporation registered under the Act as an open-end management
investment company with multiple series, (each a ``Company,'' and,
together, the ``Companies''), BlackRock Fund Advisors (the ``Initial
Adviser''), a California corporation registered as an investment
adviser under the Investment Advisers Act of 1940, and BlackRock
Investments, LLC (the ``Distributor''), a broker-dealer registered
under the Securities Exchange Act of 1934 (``Exchange Act'').

Filing Dates: The application was filed on July 22, 2016.

Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on September 19, 2016, and should be accompanied by proof of
service on applicants, in the form of an affidavit, or for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street
NE., Washington, DC 20549-1090; Applicants: Deepa Damre, Esq.,
BlackRock Fund Advisors, 400 Howard Street, San Francisco, CA 94105.

FOR FURTHER INFORMATION CONTACT: Mark N. Zaruba, Senior Counsel, at
(202) 551-6878, or Mary Kay Frech, at<PHONE_NUMBER> (Division of
Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Summary of the Application

    1. Applicants request an order that would allow Funds to operate as
exchange traded funds (``ETFs'') that track an Underlying Index
provided by an Affiliated Index Provider (as defined below).\1\ Fund
shares will be purchased and redeemed at their NAV in Creation Units
only. All orders to purchase Creation Units and all redemption requests
will be placed by or through an ``Authorized Participant,'' which will
have signed a participant agreement with the Distributor. Shares will
be listed and traded individually on a national securities exchange,
where share prices will be based on the current bid/offer market. Any
order granting the requested relief would be subject to the terms and
conditions stated in the application.
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    \1\ Applicants request that the order apply to a new series and
any additional series of a Company, and any other open-end
management investment company or series thereof, that may be created
in the future (each, included in the term ``Fund''), each of which
will operate as an ETF and will track a specified index comprised of
domestic or foreign equity and/or fixed income securities (each, an
``Underlying Index''). Any Fund will (a) be advised by the Initial
Adviser or an entity controlling, controlled by, or under common
control with the Initial Adviser (each, an ``Adviser'') and (b)
comply with the terms and conditions of the application.
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    2. Each Fund will hold investment positions selected to correspond
generally to the performance of an Underlying Index. An affiliated
person, as defined in section 2(a)(3) of the Act (``Affiliated
Person''), or an affiliated person of an Affiliated Person (``Second-
Tier Affiliate''), of a Company or a Fund, of the Adviser, of any sub-
adviser to or promoter of a Fund, or of the Distributor will compile,
create, sponsor or maintain the Underlying Index (an ``Affiliated Index
Provider'').\2\
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    \2\ Each Fund will post on its Web site the identities and
quantities of the investment positions that will form the basis for
the Fund's calculation of its NAV at the end of the day. Applicants
believe that requiring the Funds to maintain full portfolio
transparency will help address, together with other protections,
conflicts of interest with respect to such Funds.
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    3. Shares will be purchased and redeemed in Creation Units and
generally on an in-kind basis. Except where the purchase or redemption
will include cash under the limited circumstances specified in the
application, purchasers will be required to purchase Creation Units by
depositing specified instruments (``Deposit Instruments''), and
shareholders redeeming their shares will receive specified instruments
(``Redemption Instruments''). The Deposit Instruments and the
Redemption Instruments will each correspond pro rata to the positions
in the Fund's portfolio (including cash positions) except as specified
in the application.
    4. Because shares will not be individually redeemable, applicants
request an exemption from section 5(a)(1) and section 2(a)(32) of the
Act that would permit the Funds to register as open-end management
investment companies and issue shares that are redeemable in Creation
Units only.
    5. Applicants also request an exemption from section 22(d) of the
Act and rule 22c-1 under the Act as secondary market trading in shares
will take place at negotiated prices, not at a current offering price
described in a Fund's prospectus, and not at a price based on NAV.
Applicants state that (a) secondary market trading in shares does not
involve a Fund as a party and will not result in dilution of an
investment

in shares, and (b) to the extent different prices exist during a given
trading day, or from day to day, such variances occur as a result of
third-party market forces, such as supply and demand. Therefore,
applicants assert that secondary market transactions in shares will not
lead to discrimination or preferential treatment among purchasers.
Finally, applicants represent that share market prices will be
disciplined by arbitrage opportunities, which should prevent shares
from trading at a material discount or premium from NAV.
    6. With respect to Funds that effect creations and redemptions of
Creation Units in kind and that are based on certain Underlying Indexes
that include foreign securities, applicants request relief from the
requirement imposed by section 22(e) in order to allow such Funds to
pay redemption proceeds within fifteen calendar days following the
tender of Creation Units for redemption. Applicants assert that the
requested relief would not be inconsistent with the spirit and intent
of section 22(e) to prevent unreasonable, undisclosed or unforeseen
delays in the actual payment of redemption proceeds.
    7. Applicants request an exemption to permit Funds of Funds to
acquire Fund shares beyond the limits of section 12(d)(1)(A) of the
Act; and the Funds, and any principal underwriter for the Funds, and/or
any broker or dealer registered under the Exchange Act, to sell shares
to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act.
The application's terms and conditions are designed to, among other
things, help prevent any potential (i) undue influence over a Fund
through control or voting power, or in connection with certain
services, transactions, and underwritings, (ii) excessive layering of
fees, and (iii) overly complex fund structures, which are the concerns
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
    8. Applicants request an exemption from sections 17(a)(1) and
17(a)(2) of the Act to permit persons that are Affiliated Persons, or
Second Tier Affiliates, of the Funds, solely by virtue of certain
ownership interests, to effectuate purchases and redemptions in-kind.
The deposit procedures for in-kind purchases of Creation Units and the
redemption procedures for in-kind redemptions of Creation Units will be
the same for all purchases and redemptions and Deposit Instruments and
Redemption Instruments will be valued in the same manner as those
investment positions currently held by the Funds. Applicants also seek
relief from the prohibitions on affiliated transactions in section
17(a) to permit a Fund to sell its shares to and redeem its shares from
a Fund of Funds, and to engage in the accompanying in-kind transactions
with the Fund of Funds.\3\ The purchase of Creation Units by a Fund of
Funds directly from a Fund will be accomplished in accordance with the
policies of the Fund of Funds and will be based on the NAVs of the
Funds.
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    \3\ The requested relief would apply to direct sales of shares
in Creation Units by a Fund to a Fund of Funds and redemptions of
those shares. Applicants, moreover, are not seeking relief from
section 17(a) for, and the requested relief will not apply to,
transactions where a Fund could be deemed an Affiliated Person, or a
Second-Tier Affiliate, of a Fund of Funds because an Adviser or an
entity controlling, controlled by or under common control with an
Adviser provides investment advisory services to that Fund of Funds.
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    9. Section 6(c) of the Act permits the Commission to exempt any
persons or transactions from any provision of the Act if such exemption
is necessary or appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the
policy and provisions of the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may exempt any person, security, or
transaction, or any class or classes of persons, securities, or
transactions, from any provision of section 12(d)(1) if the exemption
is consistent with the public interest and the protection of investors.
Section 17(b) of the Act authorizes the Commission to grant an order
permitting a transaction otherwise prohibited by section 17(a) if it
finds that (a) the terms of the proposed transaction are fair and
reasonable and do not involve overreaching on the part of any person
concerned; (b) the proposed transaction is consistent with the policies
of each registered investment company involved; and (c) the proposed
transaction is consistent with the general purposes of the Act.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-20739 Filed 8-29-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 62 (Friday, April 2, 2021)]
[Notices]
[Pages 17421-17428]
[FR Doc No: 2021-06777]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91429; File No. SR-DTC-2021-004]

Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend the Recovery & Wind-Down Plan

March 29, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 23, 2021, The Depository Trust Company (``DTC'') filed with
the Securities and Exchange Commission (``Commission'') the proposed
rule change as described in Items I, II and III below, which Items have
been prepared by the clearing agency. DTC filed the proposed rule
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(4) thereunder.\4\ The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(4).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change

    The proposed rule change \5\ consists of amendments to the R&W Plan
to (i) reflect business and product developments, (ii) make certain
changes to improve the clarity of the Plan, (iii) remove provisions
covering certain ``business-as-usual'' actions, and (iv) make certain
technical corrections, as described in greater detail below.
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    \5\ Capitalized terms not defined herein are defined in the
Rules, By-Laws and Organization Certificate of DTC (the ``Rules''),
available at https://www.dtcc.com/-/media/Files/Downloads/legal/rules/dtc_rules.pdf, or in the Recovery & Wind-down Plan of DTC (the
``R&W Plan'' or ``Plan'').
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change

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

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

1. Purpose
    The proposed rule change would amend the R&W Plan to (i) reflect
business and product developments, (ii) make certain changes to improve
the clarity of the Plan, (iii) remove provisions covering certain
``business-as-usual'' actions, and (iv) make certain technical
corrections. Each of the proposed revisions is further described below.
Background
    The R&W Plan was adopted in August 2018 \6\ and is maintained by
DTC for compliance with Rule 17Ad-22(e)(3)(ii) under the Act.\7\ The
R&W Plan sets forth the plan to be used by the Board and DTC management
in the event DTC encounters scenarios that could potentially prevent it
from being able to provide its critical services as a going concern.
The R&W Plan is structured as a roadmap that defines the strategy and
identifies the tools available to DTC to either (i) recover, in the
event it experiences losses that exceed its prefunded resources (such
strategies and tools referred to herein as the ``Recovery Plan'') or
(ii) wind-down its business in a manner designed to permit the
continuation of DTC's critical services in the event that such recovery
efforts are not successful (such strategies and tools referred to
herein as the ``Wind-down Plan''). The recovery tools available to DTC
are intended to address the risks of (a) uncovered losses or liquidity
shortfalls resulting from the default of one or more of its
Participants, and (b) losses arising from non-default events, such as
damage to DTC's physical assets, a cyber-attack, or custody and
investment losses, and the strategy for implementation of such tools.
The R&W Plan also describes the strategy and framework for the orderly
wind-down of DTC and the transfer of its business in the event the
implementation of the available recovery tools does not successfully
return DTC to financial viability.
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release Nos. 83972 (August 28,
2018), 83 FR 44964 (September 4, 2018) (SR-DTC-2017-021); and 83953
(August 27, 2018), 83 FR 44381 (August 30, 2018) (SR-DTC-2017-803).
    \7\ 17 CFR 240.17Ad-22(e)(3)(ii). DTC is a ``covered clearing
agency'' as defined in Rule 17Ad-22(a)(5) under the Act and must
comply with paragraph (e) of Rule 17Ad-22.
---------------------------------------------------------------------------

    The R&W Plan is managed and developed by DTC's parent company, the
Depository Trust & Clearing Corporation (``DTCC''),\8\ and is managed
by the Office of Recovery & Resolution Planning (referred to in the
Plan as the ``R&R Team'') on behalf of DTC, with review and oversight
by the DTCC Management Committee and the Board.
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    \8\ DTCC operates on a shared service model with respect to DTC
and its other affiliated clearing agencies, National Securities
Clearing Corporation (``NSCC{ XE ``NSCC'' {time} '') and Fixed
Income Clearing Corporation (``FICC''). Most corporate functions are
established and managed on an enterprise-wide basis pursuant to
intercompany agreements under which it is generally DTCC that
provides relevant services to DTC, NSCC{ XE ``NSCC'' {time}  and
FICC (collectively, the ``Clearing Agencies'').
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Proposed Amendments to the R&W Plan
    The Board, or such committees as may be delegated authority by the
Board from time to time pursuant to its charter, is required to review
and approve the R&W Plan biennially.\9\ In connection with the first
biennial review of the Plan, DTC is proposing the revisions described
in greater detail below. The proposed rule change is designed to update
and enhance the clarity of the Plan to ensure it is current in the
event it is ever necessary to be implemented. None of the proposed
changes modify DTC's general objectives and approach with respect to
its recovery and wind-down strategy as set forth under the current
Plan.
---------------------------------------------------------------------------

    \9\ Supra note 6.
---------------------------------------------------------------------------

A. Proposed Changes To Reflect Business or Product Developments
1. Updates to DTCC Business Profile, Intercompany Arrangements, FMI
Links and Governance
    DTC is proposing the following changes to the DTCC Business
Profile, Intercompany Arrangements, FMI Links and Governance sections
of the Plan based upon business updates that have occurred since the
time the Plan was adopted.

    Section 2.1 (DTCC Business Profile) of the Plan describes that DTCC
is a user-owned and user-governed holding company for a group of direct
and indirect subsidiaries and joint ventures. This section includes a
brief summary of each of the three subsidiaries (DTC, FICC and NSCC)
that have been designated as systemically important financial market
utilities (``SIFMUs'') by the Financial Stability Oversight Council.
The proposed rule change would revise the introductory paragraph of
this section to remove reference to joint ventures because DTCC
currently has no joint ventures.
    Section 2.4 (Intercompany Arrangements) of the Plan currently
describes how corporate support services are provided to DTC from DTCC,
and to DTCC's other subsidiaries, through intercompany agreements under
a shared services model. DTC is proposing to update Table 2-A (SIFMU
Legal Entity Structure and Intercompany Agreements), which delineates
DTC's affiliates, to reflect the name change of Omgeo Pte Ltd by
removing ``Omgeo Pte Ltd'' and replacing it with the new name of this
entity, ``DTCC Singapore Pte. Ltd.'' A related footnote would also be
added to make clear that the services provided by DTCC Singapore Pte.
Ltd. are performed through its branch office in Manila, DTCC Manila.
Additionally, this section includes a separate table, Table 2-B, that
lists each of the DTCC facilities utilized by the Clearing Agencies and
indicates whether the facility is owned or leased by DTCC. DTC proposes
to update this table to add Boston, Massachusetts as an additional
location of a DTCC facility and to indicate that this facility is
leased by DTCC.
    Currently, Section 2.5 (FMI Links) of the Plan describes some, but
not all, of the key financial market infrastructures (``FMIs''), both
domestic and foreign, that DTC has identified as critical ``links.''
\10\ In order to better align with the structure of DTCC's inventory of
links maintained by DTCC's Systemic Risk Office (``SRO''), which
includes all of DTC's link relationships, the proposed rule change
would delete the current FMI Links section of the R&W Plan and replace
it with a revised version of Section 2.5 that would include an overview
of DTC's link arrangements, a related footnote to the definition of a
``link'' under Rule 17Ad-22(a)(8) under the Act, and a table (Table 2-
C: Links) listing all of DTC's FMI link arrangements. The table would
list the link, the link category (i.e., whether the link is an
``inbound'' or ``outbound'' link, a central counterparty, or matching
utility), and a brief description. The proposed rule change would also
add a table (Table 2-D: Schedule A Relationships) that would identify
certain critical external service providers that, as determined by
DTC's management, do not meet the specified criteria of ``link'' but
nevertheless are subject to the same review process as is conducted for
links, referred to within DTC as ``Schedule A Relationships,'' and a
related footnote. This change would align with the structure of SRO's
inventory of Schedule A Relationships.
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    \10\ As defined in Rule 17Ad-22(a)(8) under the Act, a link
``means, for purposes of paragraph (e)(20) of [Rule 17Ad-22], a set
of contractual and operational arrangements between two or more
clearing agencies, financial market utilities, or trading markets
that connect them directly or indirectly for the purposes of
participating in settlement, cross margining, expanding their
services to additional instruments or participants, or for any other
purposes material to their business.'' 17 CFR 240.17Ad-22(a)(8).
---------------------------------------------------------------------------

    Section 4.3 (Recovery and Wind-down Program Governance) of the Plan
currently contains a paragraph that identifies DTCC's ``R&R Steering
Group'' as the internal group responsible for ensuring that each of the
Clearing Agencies observes recovery planning requirements, and that
recovery planning is integrated into the Clearing Agencies' overall
governance processes including the preparation, review, and filing of
the Clearing Agencies' R&W Plans. Pursuant to the proposed rule change,
DTC would revise Section 4.3 to reflect an internal organizational name
change. The proposal would change the name of the R&R Steering Group to
the ``Recovery and Wind-down Planning Council'' to reflect its role as
an advisory body.\11\ This name change would not change the
composition, role or responsibilities of this internal group, which
includes selected members of DTCC's Management Committee and members of
DTCC's financial and operational risk management, product management,
legal, and treasury/finance teams that are responsible for providing
strategic guidance and direction for the recovery and wind-down program
\12\ and the Plan. Additionally, for purposes of clarification, the
proposal would add the words ``, where necessary,'' to refer to when
the council would engage with internal working groups.
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    \11\ In accordance with DTCC's Policy on Governance of Internal
Committees and Councils, a ``council'' is defined as an advisory
body that has no decision-making authority. A council may be formed
by any committee or a Managing Director. Councils will share
information, discuss topics, and make recommendations to its
initiating committee or Managing Director. Councils report up to
their initiating committee or Managing Director.
    \12\ In 2013, DTCC launched its Recovery & Resolution Planning
Program for DTC, NSCC, and FICC as part of its continued commitment
to enhancing risk management. The Office of Recovery & Resolution
Planning was established to manage the program and the development
of the recovery and wind-down plans for the Clearing Agencies.
---------------------------------------------------------------------------

2. Recovery Tool Characteristics, Legal Basis
    Section 7.2 (Effectiveness) of the Plan describes DTC's legal basis
for executing the ``recovery tools'' \13\ that are outlined in the
Recovery Plan. The recovery tools are intended to provide DTC with a
comprehensive set of options to address its material risks and support
the resiliency of its critical services under a range of stress
scenarios. Many of the recovery tools are provided for in the Rules.
Other recovery tools have legal basis in contractual arrangements to
which DTC is a party.
---------------------------------------------------------------------------

    \13\ In addition to existing business-as-usual tools, the R&W
Plan describes DTC's other principal recovery tools, which include,
for example, (i) identifying, monitoring and managing general
business risk and holding sufficient liquid net assets funded by
equity to cover potential general business losses pursuant to the
Clearing Agency Policy on Capital Requirements (the ``Capital
Policy''), (ii) maintaining the Clearing Agency Capital
Replenishment Plan (the ``Capital Plan'') as a viable plan for the
replenishment of capital should DTC's equity fall close to or below
the amount being held pursuant to the Capital Policy, and (iii) the
process for the allocation of losses among Participants as provided
in Rule 4.
---------------------------------------------------------------------------

    Within this section there is currently a paragraph, under the
subheading titled ``Basis,'' that includes a description of what a non-
U.S. applicant (a ``foreign applicant'') for DTC membership is required
to submit as part of the membership application process. The proposed
rule change would revise the description of the application process for
foreign applicants due to changes to this process that were approved by
the Commission pursuant to a previous proposed rule change.\14\
Specifically, the proposed rule change would provide that DTC requires
foreign applicants to pay DTC a fee, as specified in the Rules,
relating to DTC obtaining an opinion of foreign counsel satisfactory to
DTC.
---------------------------------------------------------------------------

    \14\ Securities Exchange Act Release No. 83544 (June 28, 2018),
83 FR 31223 (July 3, 2018) (SR-DTC-2018-002). Prior to that rule
change, as reflected in the current Plan, DTC required foreign
applicants to submit an acceptable opinion of relevant foreign
counsel.
---------------------------------------------------------------------------

B. Proposal To Make Certain Clarifications to the R&W Plan
1. Critical Services and Indicative Non-Critical Services
    Section 3 (Critical Services) of the Plan defines the criteria for
classifying certain of DTC's services as ``critical,'' \15\

and identifies such critical services and the rationale for their
classification. The identification of DTC's critical services is
important for evaluating how the recovery tools and the wind-down
strategy would facilitate and provide for the continuation of DTC's
critical services to the markets it serves. This section also includes
a list of indicative non-critical services.
---------------------------------------------------------------------------

    \15\ Under the current Plan, the criteria that is used to
identify a DTC service or function as critical includes
consideration as to whether (1) there is a lack of alternative
providers or products; (2) failure of the service could impact DTC's
ability to perform its book-entry and settlement services; (3)
failure of the service could impact DTC's ability to perform its
payment system functions; and (4) the service is interconnected with
other participants and processes within the U.S. financial system
(for example, with other FMIs, settlement banks, broker-dealers, and
exchanges).
---------------------------------------------------------------------------

    As more fully described below, the proposed rule change would
clarify the description of some of the critical services and indicative
non-critical services, and revise one of the classification criteria.
While these changes do not change the classification of the relevant
service (as being either ``critical'' or ``indicative non-critical''),
nor impact the existing classification of other services, DTC believes
these revisions would enhance the clarity of the descriptions of them.
    First, in the table listing the criteria for determining what
constitutes a critical service, pursuant to the proposed rule change,
DTC would delete ``Criteria Determinant #2,'' and replace it with a
description that DTC believes more fully captures what DTC's book-entry
delivery and settlement services are, and the impact on transaction
processing if these services were not available. Specifically, the
language proposed to be deleted provides that, ``Failure/Disruption of
Book-Entry Delivery and Settlement Services (Impact on Transaction
Costs): DTC's settlement of equity and debt security transactions in
the U.S. does not have alternative providers or products.'' The
proposed rule change would replace the existing language with,
``Failure/Disruption of Book-Entry Delivery and Settlement Services
(Impact on Transaction Processing): DTC maintains the books and records
of ownership for equity and debt securities held and serviced by the
depository. Failure of this service would result in clients' inability
to settle transactions through book-entry movement of securities held
at DTC.''
    Second, in Table 3-B (DTC Critical Services), the description of
critical service #19, (Cash and Stock Distributions) states that ``As
the owner of the securities, DTC has an obligation to its Participants
to distribute principal, interest, dividend payments and other
distributions received for those securities. No alternative provider is
available.'' The proposed rule change would revise the first sentence
of this description to add the phrase ``on the issuer's books and
records'' after the words ``As owner of the securities.'' DTC believes
this change to the description, which currently does not include a
reference to the fact that DTC's obligations with respect to
distribution of ``Cash and Stock Distributions'' arise from its
ownership of securities on the books and records of the issuer, is
necessary to make clear that DTC is not the beneficial owner of the
securities.
    Third, in Table 3-C (Indicative Non-Critical DTC Services), the
proposed rule change would amend the description of the last indicative
non-critical service listed, ``Foreign Tax Relief Service,'' to add
language to the beginning of the first sentence to clarify that this
service, which works to reduce taxes withheld on non-U.S. company
securities to a more favorable rate, is associated with the critical
services (described in Table 3-B) of ``Cash and Stock Distributions''
and ``Mandatory and Voluntary Corporate Actions.''
2. Participant Default Losses Through the Crisis Continuum
    Section 5 (Participant Default Losses through the Crisis Continuum)
of the Plan is comprised of multiple subsections that identify the risk
management surveillance, tools, and governance that DTC may employ
across an increasing stress environment, referred to as the ``Crisis
Continuum.'' \16\ This section currently identifies, among other
things, the tools that can be employed by DTC to mitigate losses, and
mitigate or minimize liquidity needs, as the market environment becomes
increasingly stressed. As more fully described below, the proposed rule
change would clarify certain language.
---------------------------------------------------------------------------

    \16\ As set forth in the Recovery Plan, the phases of the
``Crisis Continuum'' include (1) a stable market phase, (2) a
stressed market phase, (3) a phase commencing with DTC's decision to
cease to act for a Participant or Affiliated Family of Participants
(The Plan refers to an ``Affiliated Family'' of Participants as a
number of affiliated entities that are all Participants of DTC), and
(4) a recovery phase.
---------------------------------------------------------------------------

    Currently, Section 5.1 (Introduction) identifies the financial
resources available to DTC, pursuant to the Rules, to address losses
arising out of the default of a DTC Participant. One paragraph contains
a statement that such losses would be satisfied first by applying a
Corporate Contribution and then, if necessary, by allocating remaining
losses to non-defaulting Participants, in accordance with Rule 4.\17\
The proposed rule change would add a sentence to the end of this
paragraph that would provide that, in addition to the tools described
in Rule 4 (which are to be applied when, and in the order, specified in
that Rule), DTC may, in extreme circumstances, borrow net credits from
Participants secured by collateral of the defaulting Participant.\18\
DTC believes this additional language is necessary to more clearly set
forth the full range of actions and tools DTC may employ in response to
such conditions.
---------------------------------------------------------------------------

    \17\ Rule 4 defines the amount DTC would contribute to address a
loss resulting from either a Participant default or a non-default
event as the ``Corporate Contribution.'' This amount is 50 percent
of the ``General Business Risk Capital Requirement,'' which is
calculated pursuant to the Capital Policy and is an amount
sufficient to cover potential general business losses so that DTC
can continue operations and services as a going concern if those
losses materialize, in compliance with Rule 17Ad-22(e)(15) under the
Act. See 17 CFR 240.17Ad-22(e)(15).
    \18\ As noted in a footnote to Table 5-C of the Plan, each of
these tools may be used in accordance with their respective terms
and conditions, whether or not DTC has reached the Recovery Phase,
in order to complete settlement.
---------------------------------------------------------------------------

    Section 5.2.4 (Recovery Corridor and Recovery Phase) outlines the
early warning indicators to be used by DTC to evaluate its options and
potentially prepare to enter the ``Recovery Phase,'' which phase refers
to the actions to be taken by DTC to restore its financial resources
and avoid a wind-down of its business. Included in this section are
descriptions of potential stress events that could lead to recovery,
and several early warning indicators and metrics that DTC has
established to evaluate its options and potentially prepare to enter
the Recovery Phase. These indicators, which are referred to in the
Recovery Plan as recovery corridor indicators (``Corridor
Indicators''),\19\ are calibrated against DTC's financial resources and
are designed to give DTC the ability to replenish financial resources,
typically through business as usual (``BAU'') tools applied prior to
entering the Recovery Phase.
---------------------------------------------------------------------------

    \19\ The majority of the Corridor Indicators, as identified in
the Recovery Plan, relate directly to conditions that may require
DTC to adjust its strategy for hedging and liquidating collateral
securities, and any such changes would include an assessment of the
status of the Corridor Indicators. Corridor Indicators include, for
example, the effectiveness and speed of DTC's efforts to liquidate
Collateral securities, and an impediment to the availability of
DTC's resources to repay any borrowings due to any Participant
Default. For each Corridor Indicator, the Recovery Plan identifies
(1) measures of the indicator, (2) evaluations of the status of the
indicator, (3) metrics for determining the status of the
deterioration or improvement of the indicator, and (4) ``Corridor
Actions,'' which are steps that may be taken to improve the status
of the indicator, as well as management escalations required to
authorize those steps.
---------------------------------------------------------------------------

    Section 5.2.4 also includes language that requires DTC management
to review the Corridor Indicators and the related metrics at least
annually and modify these metrics as necessary in

light of observations from simulation of Participant defaults and other
analyses. In order to more closely align with the biennial cycle of
DTCC's multi-member closeout simulation exercise, the proposed rule
change would shift the timing of management's review of the Corridor
Indicators and related metrics from annually to biennially. DTC
believes this change is necessary for consistency with the cycle of the
multi-member closeout simulation in which the Corridor Indicators and
metrics are assessed as part of the simulation exercise.
    Also, there is a paragraph in Section 5.2.4 and an associated table
(Table 5-B: Loss Waterfall Tools) that delineates the liquidity
resources that DTC may draw upon following a Participant Default and
subsequent cease to act. The table has four columns (``Order,''
``Tool,'' ``Relevant Rules/Documents,'' and ``Responsible Body/
Personnel'') and is organized by the order in which the liquidity
resources are to be applied by DTC. Currently, the text of this
paragraph describes that DTC may draw upon the Participants Fund
Deposit and other collateral of the Participant for which it has ceased
to act as provided under the Rules, including resources available under
clearing agency cross guaranty agreements, and apply such resources to
satisfy any losses that may result from the closeout. In order to be
consistent with the title of Table 5-B, the proposed rule change would
add a heading at the beginning this paragraph to be titled, ``Loss
Waterfall Tools.'' Similarly, consistent with the descriptions and
order of the tools listed in Table 5-B, the proposed rule change would
remove the words ``can only be used'' and shift the phrase ``would be
applied in the order listed'' in the text of the sentence directly
above Table 5-B. Accordingly, under the proposed rule change, this
sentence would read, ``These tools would be applied in the order listed
in accordance with the provisions of Rule 4.'' \20\
---------------------------------------------------------------------------

    \20\ Rule 4, supra note 5.
---------------------------------------------------------------------------

    Within Table 5-B, Corporate Contribution is the first entry under
the column labeled ``Tool.'' Currently, the narrative for this entry
includes a description of Corporate Contribution and delineates that in
the event of a cease to act, before applying the Participants Fund
deposits of all other Participants to cover any resulting loss, DTC
will apply the Corporate Contribution.\21\ The proposed rule change
would revise the current text of the definition of Corporate
Contribution in order to more closely align with how this term is
defined under Rule 4.\22\ Specifically, pursuant to the proposed rule
change, the definition of Corporate Contribution would be revised to
state, ``The Corporate Contribution is an amount that is equal to 50%
of the amount calculated by DTC in respect of its General Business Risk
Capital Requirement, for losses that occur over any rolling 12 month
period.'' Similarly, the sentence directly above the definition of
Corporate Contribution would be revised to remove the words ``applying
the Participants Fund deposits of all other Participants,'' and replace
them with ``charging Participants on a pro rata basis (other than the
Defaulting Participant).''
---------------------------------------------------------------------------

    \21\ Supra note 17.
    \22\ Rule 4, supra note 5.
---------------------------------------------------------------------------

    Additionally, with respect to the second entry in Table 5-B, ``Loss
Allocation,'' the descriptive text in the ``Responsible Body/
Personnel'' column would be revised to more closely align with the same
language contained in Rule 4. The revised text would state, ``The Rules
provide for loss allocation of any remaining loss following the
Corporate Contribution (plus any additional amounts that the Board may
determine to apply). Participants will be obligated to fund loss
allocations on the second business day after the Corporation issues any
such notice.''
    Section 5.3 (Liquidity Shortfalls) identifies tools that may be
used to address foreseeable shortfalls of DTC's liquidity resources
following a Participant Default. As described in DTC's previous
proposed rule change adopting the Plan,\23\ the goal in managing DTC's
liquidity resources is to maximize resource availability in an evolving
stress situation, to maintain flexibility in the order and use of
sources of liquidity, and to repay any third-party lenders in a timely
manner. The proposed rule change would revise the text described below
to better clarify and enhance the description of the DTC's liquidity
considerations and the use of its liquidity tools.
---------------------------------------------------------------------------

    \23\ Supra note 6.
---------------------------------------------------------------------------

    First, the current text of this section provides that, as
elaborated in the Plan, there is interaction between market and
liquidity actions on DTC's overall risk exposures. In particular, the
third and fourth sentences state, ``A longer liquidation horizon could
lengthen the period that [DTC's] liquidity resources are deployed and
could increase the strain on the liquidity resources. On the other
hand, managing the closeout process with an eye toward minimizing
market disruption may reduce resulting losses.'' In order to more
specifically reflect the type of risks to DTC posed in these
circumstances, the proposed rule change would amend this statement to
add the words ``market risk'' before ``losses.''
    Second, Table 5-C currently lists (i) the liquidity tools intended
to address foreseeable liquidity shortfalls that would not be covered
by DTC's existing liquid resources, (ii) the relevant rules/documents
associated with the applicable tool, and (iii) the process and relevant
governance required to employ the tool. There is introductory language
directly above Table 5-C that states, ``The following tools are
intended to address foreseeable liquidity shortfalls that would not be
covered by DTC's existing liquid resources and how its existing
qualifying liquid resources may be replenished (ordered by ease and
speed to market).'' For purposes of additional clarity, the proposal
would add the following parenthetical, ``(for example, due to non-
performance of committed lenders),'' after the words ``DTC's existing
liquid resources,'' and to the existing parenthetical would add the
word ``again'' before ``ordered by ease and speed to market.''
3. Non-Default Losses
    Section 6 (Non-Default Losses) of the Plan outlines how DTC would
address losses that result other than from a Participant Default. This
section provides a roadmap to other documents that describe these
events in greater detail and outlines DTC's approach to monitoring
losses that could result from a non-default event. This section also
includes a description of Rule 38 (Market Disruption and Force
Majeure), referred to in the Plan as the ``Force Majeure Rule,'' \24\
which pertains to how DTC addresses extraordinary events that occur
outside the control of DTC and its Participants. As more fully
described below, the proposed rule change would clarify certain
language.
---------------------------------------------------------------------------

    \24\ Id.
---------------------------------------------------------------------------

    Section 6.4 (Resources to Cover Non-Default Losses) provides that
DTC maintains two categories of financial resources to cover losses and
expenses arising from non-default risks or events: (i) Liquid Net
Assets Funded by Equity (``LNA''), including, pursuant to Rule 4, the
required Corporate Contribution,\25\ and (ii) loss-allocation charges
to

Participants in accordance with the provisions of Rule 4.\26\ Following
an overview of the four buckets of LNA, which can be applied towards
non-default losses,\27\ there is a paragraph under the heading, ``Loss
Allocation to Participants, backed by the Participants Fund,'' that
provides that non-default losses could be allocated among Participants
as provided in Rule 4. There is sentence that describes the timeframe
in which such losses charged to Participants are required to be paid.
Currently, this sentence states that losses are to be paid by
Participants ``within 2 business days of the date of receipt of a
notice of a loss allocation charge. . . .'' However, this is not the
same language used to describe this timing in Rule 4. In order to be
consistent with the language formulation set out in Rule 4, the
proposed rule change would revise this sentence to state, ``Losses
charged to Participants are required to be paid by Participants on the
second business day after the Corporation issues any such notice of a
loss allocation charge and may be charged to the Participant's
Settlement Account when due.'' \28\ The following sentence would remain
as it is under the current Plan: ``If not timely paid by any
Participant, the Corporation may apply the Participants Fund deposit of
that Participant to satisfy its loss allocation obligation.''
---------------------------------------------------------------------------

    \25\ See Securities Exchange Act Release Nos. 84426 (October 15,
2018), 83 FR 53138 (October 19, 2018) (SR-DTC-2018-008); and 89361
(July 21, 2020), 85 FR 45263 (July 27, 2020) (SR-DTC-2020-010)
(filings amending the Capital Policy and Capital Plan). The initial
Capital Policy and Capital Plan were approved by the Commission in
2017--see Securities Exchange Act Release No. 81105 (July 7, 2017),
82 FR 32399 (July 13, 2017) (SR-DTC-2017-003, SR-NSCC-2017-004, SR-
FICC-2017-007).
    \26\ Rule 4, supra note 5.
    \27\ As set forth in the Plan, DTC maintains the following four
buckets of LNA, which can be applied towards a non-default loss: (i)
General Business Risk Capital as determined in the Capital Policy,
supra note 25, (ii) the Corporate Contribution, (iii) a ``Buffer,''
as described in the Capital Policy, and (iv) excess LNA, which
refers to any available LNA held at DTC above the required amounts
for General Business Risk Capital, the Corporate Contribution, and
Buffer.
    \28\ Rule 4, supra note 5.
---------------------------------------------------------------------------

    Section 6.6 (Market Disruption and Force Majeure Rule) describes
the Force Majeure Rule. The Force Majeure Rule was adopted at the same
time as the Plan \29\ and provides an additional resiliency tool
designed to mitigate the risks caused by market disruption events and
thereby minimize the risk of financial loss that may result from such
events. The proposed rule change would remove the following phrase
after the reference to the Force Majeure Rule in the first paragraph of
this section, ``, adopted in conjunction with this Plan,'' because it
is not necessary as both the Plan and the Force Majeure Rule are no
longer newly adopted. In addition, to remain consistent with the usage
of ``Force Majeure'' and ``Market Disruption Event'' throughout this
section, DTC would conform all references to the defined terms ``Force
Majeure'' and ``Market Disruption Event'' so that they appear as
capitalized terms.
---------------------------------------------------------------------------

    \29\ Supra note 6.
---------------------------------------------------------------------------

    The proposed rule change would also make revisions to the second
paragraph of Section 6.6. First, for purposes of clarity and
readability, the following text would be removed from the beginning of
the second sentence: ``Most FMIs have rules designed to deal with force
majeure or market disruption events, and.'' Second, the reference to
``Superstorm Sandy'' would be removed from the last sentence of this
paragraph along with the related footnote that references Superstorm
Sandy as an example of circumstances in which DTC needed to fashion a
work-around necessitated by a force majeure event. DTC believes
inclusion of references to Superstorm Sandy are outdated and no longer
necessary to be included in the Plan.
C. Remove Provisions Covering Certain ``Business-as-Usual'' Actions
    Section 8.6 (Actions and Preparation) of the Plan sets forth the
legal framework and strategy for the orderly wind-down of DTC if the
use of the recovery tools described in the Recovery Plan do not
successfully return DTC to financial viability. This section includes
an overview of the actions and preparations to be taken by DTC and DTCC
in connection with executing the wind-down portions of the Plan.
Section 8.6.1 (Business-as-Usual Actions) describes those actions DTC
or DTCC may take to prepare for wind-down in the period before DTC
experiences financial distress.
    Under the current plan, the Business-as-Usual Actions are (i)
educating the Board to keep them informed of the Plan and the actions
the Board would need to take to implement it, (ii) engaging in
discussions with key linked FMIs as to the key elements of DTC's wind-
down strategy and the expected actions of the respective link parties
should a wind-down be implemented, (iii) developing and maintaining an
index of internal data that includes the critical, ancillary, and non-
critical services that DTC provides to its membership, the support DTC
receives from DTCC and from its other affiliates, key third-party
vendors, key personnel, DTC assets and liabilities, and agreements and
arrangements DTC has with liquidity providers and with other FMIs, (iv)
developing administrative wind-down guidance that identifies key Board
and management actions that would be taken during the Recovery Phase
and ``Runway Period'' \30\ prior to DTC's failure, and in connection
with its Chapter 11 proceedings, and (v) preparing constituent
documents for the Failover Entity \31\ and evaluating capitalization
options.
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    \30\ The Wind-down Plan identifies the time period leading up to
a decision to wind-down DTC as the ``Runway Period.''
    \31\ As set forth in Section 8.4.1 (General Objectives and
Approach) of the Plan, in the event that no viable or preferable
third-party transferee timely commits to acquire the business and
services of DTC, the transfer will be effectuated to a failover
entity created for that purpose (referred to as the ``Failover
Entity''), that would be owned by a trust held, to the extent of the
value of the Failover Entity attributed to DTC's transferred
business and services, for the benefit of DTC's bankruptcy estate.
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    Pursuant to the proposed rule change, DTC would remove the
Business-as-Usual Actions section (currently Section 8.6.1) in its
entirety because each of the actions outlined have either been
completed or would be addressed in DTC's internal procedures going
forward. This includes certain documents necessary to effect the wind-
down aspects of the Plan that were in the process of being finalized
when the Plan was adopted and have since been completed. Since adoption
of the Plan,\32\ DTC has completed all necessary internal
documentation, including DTCC's internal wind-down guidance, the
constituent documentation for the Failover Entity, and the evaluation
of DTC's capitalization options. Further, the other actions included in
this section (e.g., maintaining an index of non-critical services,
educating the Board on the Plans) would be addressed, going forward, in
DTCC's Recovery & Resolution Planning Procedures maintained by the R&R
Team.\33\ As a result of this proposed change, current Section 8.6.2
(Recovery and Runway Period Actions) would be renumbered as Section
8.6.1. Also, consistent with the proposed removal of Business-as-Usual
Actions that have been completed, the proposed rule change would remove
from the first sentence of proposed Section 8.6.1 (current Section
8.6.2) the words ``Among other things, the guidance would provide'' and
replace them with ``The DTCC Clearing Agency Wind-

down Guidance developed in connection with this Plan provides.''
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    \32\ Supra note 6.
    \33\ The R&R Team is responsible for maintaining the DTCC
``Office of Recovery & Resolution Planning Procedures'' document.
The purpose of these procedures is to communicate roles and
responsibilities, and procedures for the documentation of the R&W
Plans covering each of the Clearing Agencies, in compliance with
applicable rules and regulations. These procedures also describe the
biennial closeout simulation exercise whereby the Plans for each
clearing agency are tested through the simulation of a multi-member
default.
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D. Technical Revisions
    The proposal would also make several technical changes and
corrections to the Plan. DTC believes that these proposed changes would
not substantively alter the meaning of the applicable sections and
would improve the overall readability and clarity of the Plan.
Specifically, DTC is proposing to make the following changes and
corrections:
    1. In Section 1.3 (Summary), in the list of topics covered under
the Plan, in the seventh bullet point, add ``Recovery Corridor and''
prior to the words ``Recovery Phase'' to correctly state the full name
of this section of the Plan.
    2. In Section 1.4 (Conventions), in the third paragraph, delete the
words ``conjunction with'' and replace them with ``support of,'' and
delete the words ``also adopted'' and replace them with ``maintains.''
Accordingly, under the proposed rule change, this paragraph would
state, ``In support of this Plan, DTC maintains (a) a Market Disruption
and Force Majeure Rule (the ``Force Majeure Rule{ XE ``Force Majeure
Rule'' {time} '') and (b) a Wind-down of the Corporation Rule (the
``Wind-down Rule{ XE Wind-down Rule'' {time} ''), each as described
herein.''
    3. In Section 2.1 (DTCC Business Profile), under the heading ``DTCC
SIFMU Subsidiaries'':
     In the description of DTC's affiliated clearing agency,
NSCC{ XE ``NSCC''{time} , add ``, netting,'' after the word
``clearing''; and after the words ``exchange-traded,'' delete ``fund
(``ETF'')'' and replace it with ``products (``ETPs'').''
     In the description of DTC's other affiliated clearing
agency, FICC { XE ``FICC''{time} , with respect to the Government
Securities Division (``GSD''), add the word ``netting,'' after
``clearing.''
     In the description of the Mortgage-Backed Securities
Division (``MBSD{ XE ``MBSD'' {time} '') of FICC, delete the modifier
``To-Be-Announced'' before the phrase ``pass-through mortgage-backed
securities issued by Ginnie Mae, Freddie Mac and Fannie Mae.''
     In the sentence that describes FICC's publication of the
GCF Repo[supreg] Index, add the parenthetical ``(``GCF Repos[supreg]{
XE ``GCF Repos[supreg]'' {time} '')''after the words ``general
collateral finance repurchase transactions.''
    4. In Section 3.2 (Criteria Used to Determine Criticality), in the
second sentence that currently states, ``Each service was assessed for
criticality to determine the potential systemic impact from a service
disruption,'' add the word ``resulting'' after the word ``impact.''
    5. In Section 3.3 (DTC Critical Services List), make the following
changes to Table 3-B (DTC Critical Services): (a) In the column titled
``Business Unit Activity,'' in the entry for ``8. European Pre-Issuance
Messaging,'' remove the word ``European'' because this service is not
specific to European issues, and (b) in the column titled
``Description,'' in the narrative for ``20. Mandatory and Voluntary
Corporate Actions,'' remove the capitalization of the words ``Dutch
Auctions.''
    6. In Section 4.1 (DTCC and SIFMU Governance Structure), in the
third paragraph, which lists each of the Board committees, delete
``Board'' before the words ``Risk Committee.'' Additionally, in the
footnote in this section that provides the citation of a previous
proposed rule change covering the Clearing Agency Risk Management
Framework, add a reference to DTC's amended filing published July 9,
2020.
    7. In Section 4.2 (Recovery Governance), in order to clarify the
types of loss scenarios referred to, at the beginning of the third
sentence, after the phrase ``As described throughout Section 5
(Participant Default Losses through the Crisis Continuum), indicators
and measures have been defined for,'' add the modifier ``credit/market
and liquidity'' before ``loss scenarios throughout the Crisis Continuum
(as hereinafter defined).''
    8. In Section 5.1 (Introduction), in the fourth paragraph,
capitalize the word ``board.'' Additionally, in the footnote included
in this section that provides the citation to a previous proposed rule
change covering the Clearing Agency Liquidity Risk Management
Framework, add a reference to DTC's amended filing published December
11, 2020.
    9. In Section 5.2.3 (Participant Default Phase), in the last
sentence, for the reference to ``Net Credit Reductions'' and the
related footnote, remove the capitalization of the words ``Credit
Reductions.''
    10. In Section 5.3 (Liquidity Shortfalls):
     In Table 5-C, which lists the tools that can be used to
address liquidity shortfalls, in the entry for ``Credit Facility,'' in
the column titled ``Relevant Rules/Documents,'' (i) delete ``Currently,
Section 2.03A(h) of the Credit Facility,'' because reference to a
specific section of the credit facility documentation is not necessary,
and (ii) for purposes of clarification and readability, revise the text
of the description to state, ``The terms of the Credit Facility provide
that any such voluntary loans would be secured on a pari passu basis
with committed loans under the facility. This should provide comfort to
such voluntary lenders that make voluntary loans in stress market
conditions.''
     In the penultimate paragraph and in Table 5-C (in the
entry for ``Net Credit Reductions,'' in the column titled ``Process and
relevant governance''), remove the capitalization from the words ``Net
Credit Reductions'' for purposes of consistency when these words are
used throughout the Plan.
    11. In Section 5.4 (Scenarios Not on Crisis Continuum), capitalize
the word ``Phase'' after the words ``Stress Market.''
    12. In Section 6.3 (Risk Mitigation), in the footnote that includes
the citation to a previous proposed rule change covering the Clearing
Agency Operational Risk Management Framework, add a reference to DTC's
amended filing published December 16, 2020.
    13. In Section 6.4 (Resources to Cover Non-Default Losses), in the
footnote that includes the citation to a previous proposed rule change
covering the Capital Policy and Capital Plan, add a reference to DTC's
amended filings published July 27, 2020 with respect to the Capital
Policy, and October 19, 2018 with respect to the Capital Plan.
    14. In Section 6.6 (Market Disruption and Force Majeure Rule):
     In the second bullet point of the third paragraph, remove
the quotation marks from the words ``Market Disruption Event'' and
delete the parenthetical ``(as defined in the Force Majeure Rule)''
because Market Disruption Event was defined earlier in this section.
     In the second sentence of the fourth paragraph, for
purposes of reflecting present tense, delete the word ``would'' before
the word ``operate,'' and pluralize ``operate.''
     In the first sentence of the second paragraph:
    [cir] For purposes of reflecting present tense and to improve
readability, (a) remove the word ``currently'' prior to ``the Force
Majeure Rule'' and (b) remove the words ``is designed to clarify,'' and
replace them with ``clarifies,'' and
    [cir] in order to correct a typographical error, insert the word
``and'' in between ``its Participants'' and ``to mitigate.''
    15. In Section 7.1 (Comprehensiveness), for purposes of correcting
a typographical error, remove the capitalization of the words
``Critical Services.''
    16. In Section 7.2 (Effectiveness), under the heading
``Reliability,'' for the

purpose of correcting typographical errors, (a) move the second
footnote, currently at the end of the last sentence, to the end of the
last sentence of the introductory paragraph of Section 7.2 and (b) in
the text of the other footnote that currently reads, ``See, for
example, DTCC Whitepaper, CCP Resiliency and Resources, pg. 2, section
2 (June 2015),'' remove ``, section 2.''
    17. In Section 8.2.1 (Potential Scenarios), in the second sentence
of the fifth paragraph, replace ``enhancements to the loss allocation
process are'' with ``the loss allocation process is.'' Accordingly,
under the proposed rule change this sentence would state, ``As noted
above, the loss allocation process is designed so that the Participants
Fund can be applied to losses arising from multiple Participant
failures that occur during an ``Event Period'', and there can be
successive rounds of loss allocations to address losses arising with
respect to a given Event Period.''
    18. In Section 8.4.1 (General Objectives and Approach), in the
second paragraph, delete the words ``have been amended to'' after the
words ``the Rules'' in order to more clearly reflect the fact that the
Wind-down of the Corporation Rule \34\ was adopted.
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    \34\ Supra note 6.
---------------------------------------------------------------------------

    19. In Section 8.4.2 (Critical Services and FMI Link Arrangements),
for purposes of addressing a typographical error, in the first
sentence, after the words ``other information,'' remove the word
``and.''
    20. In Section 8.4.4 (Rules Adopted in Connection with the Wind-
down Plan), under the heading ``Certain Ex Ante Matters,'' in the first
sentence add an ``a'' before the second use of the word ``Transferee.''
    21. In Section 8.4.6 (Key Dependencies and Requirements for
Effectiveness), in the last paragraph under the heading, ``Regulatory
approvals,'' revise the word ``see'' to ``seek,'' to address a
typographical error.
    22. In proposed Section 8.6.1 (currently Section 8.6.2) (Recovery
and Runway Period Actions), capitalize the word ``chapter'' in two
places where ``chapter 11'' is not capitalized.
    23. In Section 8.7 (Costs and Time to Effectuate Plan), (a) in the
second sentence of the fifth paragraph, delete the word ``of'' between
the words ``detailed'' and ``analysis,'' and (b) at the end of the last
sentence of this section, delete the phrase ``, as provided in the
Capital Requirements Policy.'' As a result, under the proposed rule
change, this sentence would state, ``The estimated wind-down costs
amount will be reviewed and approved by the Board annually.''
    24. In Appendix 1 (Defined Terms), add each of the new defined
terms based on the addition of such terms to the Plan, and delete the
defined terms that were removed based on the deletion of these terms
from the Plan.
2. Statutory Basis
    DTC believes that the proposal is consistent with the requirements
of the Act and the rules and regulations thereunder applicable to a
registered clearing agency. In particular, DTC believes that the
amendments to the R&W Plan are consistent with Section 17A(b)(3)(F) of
the Act \35\ and Rule 17Ad-22(e)(3)(ii) under the Act,\36\ for the
reasons described below.
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    \35\ 15 U.S.C. 78q-1(b)(3)(F).
    \36\ 17 CFR 240.17Ad-22(e)(3)(ii).
---------------------------------------------------------------------------

    Section 17A(b)(3)(F) of the Act requires, in part, that the rules
of DTC be designed to promote the prompt and accurate clearance and
settlement of securities transactions.\37\ The Recovery Plan serves to
promote the prompt and accurate clearance and settlement of securities
transactions by providing DTC with a roadmap for the actions it may
employ to mitigate losses, and monitor and, as needed, stabilize DTC's
financial condition, which would allow it to continue its critical
clearance and settlement services in stress situations. The Recovery
Plan is designed to identify the actions and tools that DTC may use to
address and minimize losses to both DTC and its Participants, and
provide DTC management and the Board with guidance in this regard by
identifying the indicators and governance around the use and
application of such tools to enable them to address stress situations
in a manner most appropriate for the circumstances. Further, the Wind-
down Plan establishes a framework for the transfer and orderly wind-
down of DTC's business and is designed to facilitate the continuity of
DTC's critical services. It establishes clear mechanisms for the
transfer of DTC's critical services and membership as well as clear
provisions for the transfer of the securities inventory DTC holds in
fungible bulk for Participants. By doing so, the Wind-down Plan enables
Participants and Pledgees to maintain access to DTC's services in the
event DTC defaults or the Wind-down Plan is triggered by the Board.
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    As described above, the proposed rule change would update the R&W
Plan to (i) reflect business and product developments, (ii) make
certain clarifications, (iii) remove provisions covering certain
``business-as-usual'' actions, and (iv) make certain technical
corrections. By helping to ensure that the R&W Plan reflects current
business and product developments, and providing additional clarity
regarding the framework for the transfer and orderly wind-down of DTC's
business, DTC believes that the proposed rule change would help it
continue to maintain the Plan in a manner that supports the continuity
of DTC's critical services and enables its Participants and Pledgees to
maintain access to DTC's services through the transfer of its
membership in the event DTC defaults or the Wind-down Plan is ever
triggered by the Board. Further, by facilitating the continuity of its
critical clearance and settlement services, DTC believes the Plan and
the proposed rule change would continue to promote the prompt and
accurate clearance and settlement of securities transactions.
Therefore, DTC believes the proposed amendments to the R&W Plan are
consistent with the requirements of Section 17A(b)(3)(F) of the Act.
    Rule 17Ad-22(e)(3)(ii) under the Act requires DTC to establish,
implement, maintain and enforce written policies and procedures
reasonably designed to maintain a sound risk management framework for
comprehensively managing legal, credit, liquidity, operational, general
business, investment, custody, and other risks that arise in or are
borne by the covered clearing agency, which includes plans for the
recovery and orderly wind-down of the covered clearing agency
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses.\38\ The R&W Plan is
designed to comply with Rule 17Ad-22(e)(3)(ii) and is consistent with
the Act because it provides plans for the recovery and orderly wind-
down of DTC necessitated by credit losses, liquidity shortfalls, losses
from general business risk, or any other losses.
---------------------------------------------------------------------------

    \38\ 17 CFR 240.17Ad-22(e)(3)(ii).
---------------------------------------------------------------------------

    Specifically, the Recovery Plan defines the risk management
activities, stress conditions and indicators, and tools that DTC may
use to address stress scenarios that could eventually prevent it from
being able to provide its critical services as a going concern. Through
the framework of the Crisis Continuum, the Recovery Plan addresses
measures that DTC may take to address risks of credit losses and
liquidity shortfalls, and other losses that could arise from a
Participant default. The Recovery Plan also addresses the management of
general business risks and other non-default

risks that could lead to losses. The Wind-down Plan would be triggered
by a determination by the Board that recovery efforts have not been, or
are unlikely to be, successful in returning DTC to viability as a going
concern. Once triggered, the Wind-down Plan sets forth clear mechanisms
for the transfer of DTC's membership and business, and is designed to
facilitate continued access to DTC's critical services and to minimize
market impact of the transfer. By establishing the framework and
strategy for the execution of the transfer and wind-down of DTC in
order to facilitate continuous access to its critical services, the
Wind-down Plan establishes a plan for the orderly wind-down of DTC.
    As described above, the proposed rule change would update the R&W
Plan to (i) reflect business and product developments, (ii) make
certain clarifications, (iii) remove provisions covering certain
``business-as-usual'' actions, and (iv) make certain technical
corrections. By ensuring that material provisions of the Plan are
current, clear, and technically correct, DTC believes that the proposed
amendments are designed to support the maintenance of the Plan for the
recovery and orderly wind-down of the covered clearing agency
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses, and, as such, meets the
requirements of Rule 17Ad-22(e)(3)(ii) under the Act.\39\ Therefore,
the proposed changes would help DTC to maintain the Plan in a way that
continues to be consistent with the requirements of Rule 17Ad-
22(e)(3)(ii).
---------------------------------------------------------------------------

    \39\ Id.
---------------------------------------------------------------------------

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

    DTC does not believe that the proposed rule change would have any
impact, or impose any burden, on competition. DTC does not anticipate
that the proposal would affect its day-to-day operations under normal
circumstances, or in the management of a typical Participant default
scenario or non-default event. The R&W Plan was developed and
documented in order to satisfy applicable regulatory requirements, as
discussed above. The proposal is intended to enhance and update the
Plan to ensure it is clear and remains current in the event it is ever
necessary to be implemented. The proposed revisions would not effect
any changes to the overall structure or operation of the Plan or DTC's
recovery and wind-down strategy as set forth under the current Plan. As
such, DTC believes the proposal would not have any impact, or impose
any burden, on competition.

(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. DTC will notify the Commission of any written comments
received by DTC.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \40\ of the Act and paragraph (f) \41\ 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.
---------------------------------------------------------------------------

    \40\ 15 U.S.C 78s(b)(3)(A).
    \41\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-DTC-2021-004 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-2021-004. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of DTC and on DTCC's website
(http://dtcc.com/legal/sec-rule-filings.aspx). All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-DTC-2021-004 and should be submitted on
or before April 23, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\42\
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    \42\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-06777 Filed 4-1-21; 8:45 am]
BILLING CODE 8011-01-P