Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4151 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 90534 

(November 30, 2020), 85 FR 78371 (December 4, 

2020) (SR–DTC–2020–017) (‘‘Notice’’). 

4Capitalized terms not defined herein are defined 

in the Rules, By-Laws and Organization Certificate 

of DTC (the ‘‘Rules’’), available at www.dtcc.com/ 

∼/media/Files/Downloads/legal/rules/dtc_rules.pdf, 

the DTC Operational Arrangements (Necessary for 

Securities to Become and Remain Eligible for DTC 

Services) (‘‘OA’’), available at http://

www.dtcc.com/∼/media/Files/Downloads/legal/ 

issue-eligibility/eligibility/operationalarrangements.pdf, and the DTC Underwriting 

Service Guide (‘‘Underwriting Service Guide’’), 

available at http://www.dtcc.com/∼/media/Files/ 

Downloads/legal/service-guides/UnderwritingService-Guide.pdf. 

5A covered clearing agency is defined as a 

registered clearing agency that provides the services 

of a central counterparty (‘‘CCP’’) or CSD. See 17 

CFR 240.17Ad–22(a)(5). CSD services means 

services of a clearing agency that is a securities 

depository as described in Section 3(a)(23)(A) of the 

Exchange Act. See 17 CFR 240.17Ad–22(a)(3). 

Specifically, the definition of a clearing agency 

includes, in part, ‘‘any person, such as a securities 

depository that (i) acts as a custodian of securities 

in connection with a system for the central 

handling of securities whereby all securities of a 

particular class or series of any issuer deposited 

within the system are treated as fungible and may 

be transferred, loaned, or pledged by bookkeeping 

entry without physical delivery of securities 

certificates, or (ii) otherwise permits or facilitates 

the settlement of securities transactions or the 

hypothecation or lending of securities without 

physical delivery of securities certificates.’’ 15 

U.S.C. 78c(a)(23)(A). 

6See OA, supra note 4, at 9–10. 

7See Notice, supra note 3, 85 FR at 78372. 

8 Id. 

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 the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

CboeEDGA–2020–032 and should be 

submitted on or before February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00820 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: 86 FR 1557, January 8, 

2021. 

PREVIOUSLY ANNOUNCED TIME AND DATE OF

THE MEETING: Wednesday, January 13, 

2021 at 2:00 p.m. 

CHANGES IN THE MEETING: The Closed 

Meeting scheduled for Wednesday, 

January 13, 2021 at 2:00 p.m. has been 

changed to Wednesday, January 13, 

2021 at 2:30 p.m. In addition, the 

following matter will also be 

considered: 

• Other matters relating to 

examination matters and enforcement 

proceedings. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed, please contact the 

Office of the Secretary at (202) 551– 

5400. 

Dated: January 13, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–01101 Filed 1–13–21; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90895; File No. SR–DTC– 

2020–017] 

Self-Regulatory Organizations; The 

Depository Trust Company; Order 

Approving a Proposed Rule Change To 

Allow for the Deposit of Electronic 

Certificates of Deposit and Technical 

Changes 

January 11, 2021. 

I. Introduction 

On November 20, 2020, The 

Depository Trust Company (‘‘DTC’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 proposed rule 

change SR–DTC–2020–017. The 

proposed rule change was published for 

comment in the Federal Register on 

December 4, 2020.3 The Commission 

did not receive any comment letters on 

the proposed rule change. For the 

reasons discussed below, the 

Commission is approving the proposed 

rule change. 

II. Description of the Proposed Rule 

Change 

The proposed rule change 4 will 

amend the OA and Underwriting 

Service Guide to implement a new 

application and secured electronic vault 

(‘‘E-vault’’) for requests for eligibility, 

execution, delivery, and storage of 

certificates of deposit (‘‘CDs’’) that are 

issued by state and federal chartered 

banks. Issuers and underwriters that 

choose not to use this new electronic CD 

program may continue to use the 

existing process, including making 

Deposits using physical certificates. 

Through the proposal, DTC will also 

make technical changes in its 

procedures to spelling, punctuation and 

spacing of text that are unrelated to the 

E–CD program. 

A. Background 

DTC is the central securities 

depository (‘‘CSD’’) for substantially all 

corporate and municipal debt and 

equity securities available for trading in 

the United States. As a covered clearing 

agency that provides CSD services,5

DTC provides a central location in 

which securities may be immobilized, 

and interests in those securities are 

reflected in accounts maintained for 

DTC’s Participants, which are financial 

institutions such as brokers or banks. 

As part of its CSD services, DTC (i) 

makes eligible for deposit, processes, 

and holds physical CDs issued by 

various U.S. banks and deposited by 

Participants, and (ii) credits interests in 

those CDs to Participants’ Securities 

Accounts.6 DTC states that the use of 

physical CDs presents operational 

concerns to Participants and to DTC.7

To address these operational concerns, 

DTC has developed a system that will 

eliminate the need for physical 

certificates for certain issue types of CDs 

by allowing them to be issued and held 

in electronic form, as described below. 

Upon implementation, the proposed 

rule change will address operational 

concerns of Participants relating to the 

amount of time and manual effort 

currently required for the issuance and 

redemption of physical CDs by allowing 

for a fully electronic process for the 

execution and delivery of the affected 

CDs. As such, DTC states that the 

proposed rule change would also reduce 

the need for DTC to (i) perform manual 

processing relating to CD deposits and 

(ii) reserve space in its secure, physical 

vault, which is currently used for CDs, 

by allowing for the storage of CDs in 

electronic form in a secure E-vault.8

4152 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

9See Underwriting Service Guide, supra note 4 

at 17. 10See Notice, supra note 3, 85 FR at 78372. 11Underwriting Service Guide, supra note 4 at 4. 12See DTC Deposits Service Guide (‘‘Deposits 

Guide’’), available at http://www.dtcc.com/∼/ 

media/Files/Downloads/legal/service-guides/ 

Deposits.pdf, at 8. The closing date is the date on 

which DTC’s Underwriting Department will 

distribute an issue to the underwriter’s Participant 

account at DTC for book-entry delivery and 

settlement upon notification by both the 

underwriter and the issuer that an issue has closed 

(i.e., the distribution date). See Underwriting Guide, 

supra note 4, at 6. On the closing date, when an 

issuer or its agent and the underwriter confirm with 

DTC that the issue has closed and verifies pertinent 

data, DTC releases the position from an internal 

DTC account and credits the underwriter’s 

Participant account, provided that DTC has 

received the certificates. See id. at 9. 

13Pursuant to Rule 1, the term ‘‘Security 

Entitlement’’ has the meaning given to the term 

‘‘security entitlement’’ in Section 8–102 of the New 

York Uniform Commercial Code (‘‘NYUCC’’). See 

Rule 1, supra note 4; see also NYUCC 8–102. The 

interest of a Participant or Pledgee in a Security 

credited to its Account is a Security Entitlement. 

See Rule 1, supra note 4. 

14See Deposits Guide, supra note 12, at 8. 

15A Fixed Rate CD pays a fixed interest rate over 

the entire term of the CD. A Step Rate CD allows 

for increases in the interest rate at specific, intervals 

that are pre-defined by the issuer. A Callable CD 

contains a call feature that gives the issuing bank 

the ability to redeem the CD prior to its stated 

maturity, usually within a given time frame and at 

a preset call price as set forth in the ‘‘call provision’’ 

in the master certificate. A certificate without such 

a provision cannot be called by the issuer prior to 

maturity date (Non-Callable). 

16See Notice, supra note 3, 85 FR at 78373. 

17UW SOURCE, DTC’s existing system for 

processing eligibility requests, will continue to 

remain available for other types of issuances, 

including the issuances of CDs in physical form. 

18Whether issued in electronic or physical form, 

securities must be delivered to DTC by no later than 

noon Eastern Time on the business day prior to the 

Closing Date as currently specified in Exhibit B of 

the OA. 

19Section 3–119 of the NYUCC provides that a 

negotiable instrument may be ‘‘modified or affected 

by any other written agreement executed as part of 

the same transaction.’’ 

The proposed electronic process will 

also address concerns relating to 

potential disruptions in the physical 

transport of physical CDs to DTC 

currently made using courier and 

overnight delivery services. Such 

disruptions may be caused by weatherrelated issues, such as Superstorm 

Sandy in 2012, and other previously 

unforeseen circumstances, such as the 

onset of the COVID–19 pandemic in 

spring 2020, both of which impacted 

physical securities processing. DTC 

states that although it has maintained 

securities eligibility and processing 

operations during such circumstances, 

including by utilizing a letter of 

securities possession 9 (‘‘LOP’’) process 

that enables DTC to accept virtual 

delivery of securities represented in 

physical form even if the circumstances 

prevent actual physical delivery at that 

time, such disruptions could delay the 

deposit of CDs and impact the timely 

closing of issuances and otherwise affect 

liquidity in the marketplace for CDs.10

B. Current DTC Eligibility Process for 

CDs 

Currently, DTC processes CDs as book 

entry-only (‘‘BEO’’) securities 11

registered to DTC’s nominee, Cede & Co. 

BEO securities are DTC-eligible 

securities for which (i) physical 

certificates are not available to 

investors, and (ii) DTC, through its 

nominee, Cede & Co., would hold the 

entire balance of the offering, either at 

DTC (in physical form) or through a 

FAST Agent in DTC’s Fast Automated 

Securities Transfer (‘‘FAST’’) program. 

Once DTC has determined to make a 

security eligible for deposit at DTC, a 

Participant may deposit the security at 

DTC for crediting to its Securities 

Account. For a CD issuance, the issuing 

bank and Depositing Participant must 

coordinate the execution and delivery of 

the physical certificate to DTC in order 

for the Participant to timely receive 

credit by the anticipated closing date.12

Once DTC receives an acceptable 

deposit of an eligible CD from a 

Participant, DTC credits a Security 

Entitlement 13 in the CD to the 

Participant’s Securities Account,14 and 

DTC holds the original paper certificate 

in its secure vault for the duration of the 

term of the CD. 

C. Proposed DTC Eligibility Process for 

CDs 

As noted above, DTC is proposing to 

launch a new program to support 

deposit of electronic CDs that are issued 

by banks (‘‘E–CDs’’). The program will 

allow E–CDs to be electronically 

generated, signed, delivered to DTC and 

held in electronic form in a secure Evault. 

Upon implementation of the proposed 

rule change, CDs of state and federally 

chartered banks containing certain 

standard terms that conform to one of 

four proposed templates (‘‘System E–CD 

Templates’’) will be eligible for the new 

program. The templates cover four basic 

types of CDs, specifically (i) Fixed Rate 

Non-Callable, (ii) Fixed Rate Callable, 

(iii) Step Rate Non-Callable and (iv) 

Step Rate Callable.15

After implementation of the proposed 

rule change, in order to facilitate needs 

of issuers and underwriters, DTC has 

the discretion to (i) edit the System E– 

CD Templates, and/or (ii) add additional 

templates for use in the E–CD program 

as System E–CD Templates that would 

be published via Important Notice. Any 

edits to the System E–CD Templates 

would not affect E–CDs that were 

previously issued into DTC. 

DTC states that more complex CDs 

that do not conform to the System E–CD 

Templates would be excluded from the 

proposed new process, because they 

typically contain terms that are not 

amenable to the creation of fixed 

templates in the format proposed 

herein.16

Pursuant to the proposed rule change, 

Participants will be able to request 

eligibility for E–CDs that conform to the 

System E–CD Templates through a new 

system referred to as Underwriting 

Central (‘‘UWC’’).17

In order to request eligibility of a CD 

to be issued in electronic form, the 

Underwriter will provide all required 

information relating to the CD through 

UWC, including, but not limited to, 

offering documentation and the terms to 

be populated in the electronic 

certificate. DTC would then populate 

the relevant data (e.g., interest rate(s) 

and maturity date) into the templates 

based upon the data entered by the 

underwriter into the UWC application. 

It will be the responsibility of the 

Underwriter to disseminate the 

electronic master certificate to the issuer 

for electronic signature via UWC. The 

issuer will be required to electronically 

sign and deliver the master certificate to 

DTC prior to closing.18

For CDs that do not conform to the 

System E–CD Templates, eligibility 

requests will continue to be entered by 

the Underwriter through UW SOURCE, 

with a physical certificate delivered to 

DTC prior to closing. 

Pursuant to the proposed rule change, 

the OA will require each E–CD issuer to 

submit a new BLOR (‘‘E–CD BLOR’’) to 

DTC through UWC prior to its first 

issuance of E–CDs. In order to minimize 

the additional provisions in the 

Electronic Master Certificate (as defined 

below), the E–CD BLOR will contain 

supplemental terms related to the E–CD 

program (in addition to the 

representations that are currently 

included in a BLOR). The new E–CD 

BLOR will provide that all E–CDs issued 

in connection therewith and under one 

of the base CUSIP numbers set forth on 

the face of the E–CD BLOR would be 

part of the same transaction in which 

the E–CD BLOR was executed.19

E–CDs will be issued on a new form 

of master electronic certificate 

(‘‘Electronic Master Certificate’’) that 

has been created specifically for the E– 

CD program. A separate electronic 

Master Certificate would be issued by 

the issuer for each broker that 

participates in an E–CD offering. DTC 

will only make eligible E–CDs that have 

been initiated by the related broker/ 

Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4153 

20Notice, supra note 3, 85 FR at 78375. 

21Notice, supra note 3, 85 FR at 78376. 

22See Notice, supra note 3, 85 FR at 78378. 

23See Securities Exchange Act Release No. 88050 

(January 27, 2020), 85 FR 5728 (January 31, 2020) 

(File No. SR–DTC–2020–002). 

24 Id. 

25See Notice, supra note 3, 85 FR at 78378. 

26See https://www.dtcc.com/legal/importantnotices. 

27 15 U.S.C. 78s(b)(2)(C). 

28 15 U.S.C. 78q–1(b)(3)(F); 17 CFR 240.17Ad– 

22(e)(1), (e)(10), and (e)(11). 

29 Id. 

30 17 CFR 240.17Ad–22(e)(1). 

dealer through UWC and then created, 

signed and submitted to DTC through an 

electronic signature system designed by 

DTC for this purpose. UWC will allow 

Participants to initiate a new E–CD 

issuance by creating a draft Electronic 

Master Certificate using the applicable 

System E–CD Template that would be 

sent to an issuer for verification and 

signature. The issuer will verify and 

affix its electronic signature to the 

Electronic Master Certificate created by 

the Participant in a manner that creates 

an executed Electronic Master 

Certificate. 

Once an issuer verifies and affixes its 

electronic signature to an Electronic 

Master Certificate, the Electronic Master 

Certificate will be automatically stored 

in an E-vault repository, and the 

Electronic Master Certificate will 

immediately be deemed ‘‘delivered’’ to 

DTC. The E-vault will identify Cede & 

Co. as the entity to which the Electronic 

Master Certificate was issued. 

According to DTC, the E-vault would 

maintain an audit trail that would track 

all events that occur with respect to the 

Electronic Master Certificate, including 

any authorized changes, such as 

notations to reflect withdrawals, which 

would be noted in the audit trail instead 

of on the body of the Electronic Master 

Certificate.20 The audit trail will be 

incorporated as part of the Electronic 

Master Certificate in accordance with 

the BLOR. 

Pursuant to the proposed rule change, 

the parties must also select New York 

law as the governing law for all E–CDs, 

in order to better allow DTC to structure 

a single E–CD program that it believes 

would be valid for issuers in all U.S. 

jurisdictions.21

D. Technical Changes 

DTC will also make technical changes 

with respect to spelling, punctuation 

and spacing of text that are unrelated to 

the E–CD program. 

Proposed Changes to the Underwriting 

Service Guide 

a. A glossary description provided for 

BLOR in the Underwriting Guide 

currently describes a BLOR as an 

agreement between DTC and an issuer 

of municipal securities. As described 

above, a BLOR or LOR is required to be 

submitted with respect to any issue of 

BEO Securities that also includes 

corporate securities. Pursuant to the 

proposed rule change, the text will be 

clarified so that the description of the 

term BLOR is not described as limited 

to applying only to municipal securities. 

DTC states that the proposed change to 

this glossary description would provide 

enhanced clarity for Participants and 

Issuers with respect to Procedures 

relating to eligibility documentation 

required for BEO Securities.22

b. Pursuant to the proposed rule 

change, DTC will eliminate references to 

the Participant Terminal System 

(‘‘PTS’’) functions ART and PUND as 

these functions have become obsolete. 

ART related to inquiries about 

transactions of a Participant processed 

by DTC, and PUND related to inquiries 

relating to issues and certificates for 

issues held by a Participant. Such 

Participant inquiries may now be 

directed to the Client Center available 

on dtcc.com.23 The proposed rule 

change will update the Underwriting 

Service Guide to provide clarity for 

Participants on how to submit inquires 

relating to DTC’s services.24

c. Pursuant to the proposed rule 

change, a reference to the IMPP function 

in PTS will be deleted. The IMPP 

function allowed Participants to view 

Important Notices about underwriting, 

transfer agents, and money market 

instruments (‘‘MMI’’). DTC states that 

this function is not being widely used 

by Participants.25 All DTC Important 

Notices are accessible on dtcc.com.26

III. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act 27

directs the Commission to approve a 

proposed rule change of a selfregulatory organization if it finds that 

such proposed rule change is consistent 

with the requirements of the Act and 

rules and regulations thereunder 

applicable to such organization. After 

carefully considering the proposed rule 

change, the Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to DTC. In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

17A(b)(3)(F) of the Act and Rules 17Ad– 

22(e)(1), (e)(10), and (e)(11) promulgated 

under the Act,28 for the reasons 

described below. 

A. Consistency With Section 

17A(b)(3)(F) 

Section 17A(b)(3)(F) of the Act 

requires, in part, that the rules of a 

clearing agency, such as DTC, assure the 

safeguarding of securities and funds 

which are in the custody or control of 

the clearing agency or for which it is 

responsible and promote the prompt 

and accurate clearance and settlement of 

securities transactions.29

As described above, the proposed rule 

change will provide for the issuance of 

Electronic Master Certificates for E–CDs 

which will be stored in a secure E-Vault. 

First, the Commission believes that by 

providing for the storage of E–CDs in a 

secure electronic vault, the proposal 

should help safeguard CDs from 

potential disruptions caused by issues 

involving the use of a physical vault, 

such as weather-related or other 

operational issues. As such, the 

Commission believes that the proposal 

is designed to assure the safeguarding of 

securities and funds which are in the 

custody or control of the clearing agency 

or for which it is responsible. Second, 

the Commission believes that by 

eliminating the need for DTC to receive 

original paper master certificates in 

advance of CD issuances, the proposal 

should help reduce closing delays 

caused by disruptions to physical 

delivery of certificates. As a result, the 

Commission believes that the proposal 

is designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions. 

In addition, the proposed rule change 

will make technical changes to provide 

enhanced clarity for Participants and 

Issuers with respect to procedures 

relating to eligibility processing and the 

deposit of CDs. By providing 

Participants and Issuers with enhanced 

clarity with regard to the procedures 

relating to, and therefore facilitating, 

eligibility processing and the deposit of 

CDs, the Commission believes that the 

technical changes are designed to 

promote the prompt and accurate 

clearance and settlement of securities 

transactions. 

B. Consistency With Rule 17Ad–22(e)(1) 

Rule 17Ad–22(e)(1) under the Act 

requires that DTC establish, implement, 

maintain and enforce written policies 

and procedures reasonably designed to 

provide for a well-founded, clear, 

transparent, and enforceable legal basis 

for each aspect of its activities in all 

relevant jurisdictions.30

As described above, DTC will require 

E–CDs at DTC to be negotiable 

4154 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

31See Notice, supra note 3, 85 FR at 78373–75. 

32N.Y. State Tech. Law § 30 (McKinney 2012). 

33Unif. Electronic Transactions Act (Unif. L. 

Comm’n 1999). 

34Electronic Signatures in Global and National 

Commerce 15 U.S.C. § 70. 

35See Notice, supra note 3, 85 FR at 78373–75. 

36 17 CFR 240.17Ad–22(e)(1). 

37 17 CFR 240.17Ad–22(e)(10). 

38 Id. 

39 17 CFR 240.17Ad–22(e)(11). 

40 15 U.S.C. 78q–1. 

41 15 U.S.C. 78s(b)(2). 

42 In approving the proposed rule change, the 

Commission considered the proposals’ impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

43 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

instruments governed by New York law. 

As described in the Notice, DTC 

believes that the proposed rules change 

would provide for a well-founded, clear, 

transparent, and enforceable legal basis 

for the valid issuance of E–CDs into 

DTC from issuers domiciled in any 

relevant jurisdiction.31 Specifically, 

DTC conducted analysis of the legal 

basis for E–CDs under the Uniform 

Commercial Code, the New York 

Electronic Signatures and Records 

Act,32 the Uniform Electronic 

Transactions Act,33 and the federal 

Electronic Signatures in Global and 

National Commerce Act.34 DTC believes 

that it has structured the E–CDs to meet 

the requirements of each law.35 By 

conducting this analysis of applicable 

laws, the Commission believes that DTC 

designed the proposal to help ensure 

that E–CDs are well-founded, 

transparent, and legally enforceable in 

all relevant jurisdictions, consistent 

with Rule 17Ad–22(e)(1) under the 

Act.36

C. Consistency With Rule 17Ad– 

22(e)(10) 

Rule 17Ad–22(e)(10) under the Act 

requires that DTC establish, implement, 

maintain and enforce written policies 

and procedures reasonably designed to 

establish and maintain operational 

practices that manage the risks 

associated with physical deliveries.37

The proposed rule change will 

provide for the issuance of Electronic 

Master Certificates for E–CDs. As such, 

the proposal should help reduce risks of 

loss related to the physical CDs that 

would otherwise be physically 

transported to DTC for deposit and later 

returned to issuers or their agents for 

redemption upon maturity of the CD. By 

reducing the risk of loss of physical 

master certificates by allowing their 

replacement with Electronic Master 

Certificates, the Commission believes 

the proposal is designed to manage the 

risks associated with physical 

deliveries.38

D. Consistency With Rule 17Ad– 

22(e)(11) 

Rule 17Ad–22(e)(11) under the Act 

requires that DTC establish, implement, 

maintain and enforce written policies 

and procedures reasonably designed to 

(i) maintain securities in an 

immobilized or dematerialized form for 

their transfer by book entry; (ii) prevent 

the unauthorized creation or deletion of 

securities; and (iii) protect assets against 

custody risk through appropriate rules 

and procedures consistent with relevant 

laws, rules and regulations in 

jurisdictions where it operates.39

The proposed rule change will 

provide for the issuance of Electronic 

Master Certificates for E–CDs. First, by 

providing for the deposit of securities in 

the name of Cede & Co. to be deposited 

in electronic form and stored in an 

electronic vault, the proposed rule 

change will provide for the 

immobilization and dematerialization of 

these master certificates for the transfer 

of CDs by book entry. Thus, the 

Commission believes the proposal is 

designed to maintain securities in an 

immobilized or dematerialized form for 

their transfer by book entry. Second, by 

the use of this centralized process for 

issuance and processing of CDs, the 

proposed rule change should facilitate 

the prevention of the unauthorized 

creation or deletion of securities 

processed through the E–CD program. 

Therefore, the Commission believes the 

proposal is designed to prevent the 

unauthorized creation or deletion of 

securities. Third, by the utilization of 

Electronic Master Certificates in the 

forms of System E–CD Templates issued 

under the applicable E–CD BLOR to 

account for relevant laws, the 

Commission believes the proposal is 

designed to protect assets against 

custody risk through appropriate rules 

and procedures consistent with relevant 

laws, rules, and regulations in 

jurisdictions where it operates. 

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and, in 

particular, with the requirements of 

Section 17A of the Act 40 and the rules 

and regulations promulgated 

thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act 41 that 

proposed rule change SR–DTC–2020– 

017, be, and hereby is, APPROVED.42

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.43

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00815 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90890; File No. SR–NYSE– 

2020–103] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Amending 

Section 902.02 of the NYSE Listed 

Company Manual 

January 11, 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 December 

28, 2020, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 902.02 of the NYSE Listed 

Company Manual (the ‘‘Manual’’) to 

modify the terms of the Investment 

Management Entity Group Fee Discount. 

The proposed rule change is available 

on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization 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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries,