104282 Federal Register / Vol. 89, No. 245 / Friday, December 20, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(2). 

5Available at www.dtcc.com/-/media/Files/ 

Downloads/legal/fee-guides/DTC-Fee-Schedule.pdf. 

6Pursuant to Rule 2, Section 1, each Participant 

shall pay to DTC the compensation due it for 

services rendered to the Participant based on DTC’s 

fee schedules. See Rule 2, infra note 7. 

7Each capitalized term not otherwise defined 

herein has its respective meaning as set forth the 

Rules, By-Laws and Organization Certificate of DTC 

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

rules-and-procedures. 

8See Fee Guide, supra note 5. 

9See Rule 9(A), Rule 9(B), Rule 9(C) and Rule 

9(D), supra note 7, and Settlement Service Guide 

(‘‘Settlement Guide’’), available at www.dtcc.com/- 

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

Settlement.pdf. DTC allows a Participant to settle 

securities transactions by making book-entry 

Deliveries to another Participant’s account. DTC 

reduces the seller’s position and increases the 

buyer’s position without the need to move physical 

certificates. See Settlement Guide at 5. 

10See Rule 9(B), supra note 7. 

11Pursuant to Rule 1, the term ‘‘Deliverer,’’ as 

used with respect to a Delivery of a Security, means 

the Person which Delivers the Security. See Rule 1, 

supra note 7. 

12Pursuant to Rule 1, the term ‘‘Receiver,’’ as 

used with respect to a Delivery of a Security, means 

the Person which receives the Security. See id. 

13Pursuant to Rule 1, the term ‘‘Delivery Versus 

Payment’’ means a Delivery against a settlement 

debit to the Account of the Receiver, as provided 

in Rule 9(A) and Rule 9(B) and as specified in the 

Procedures. See Rule 1, supra note 7. 

14Pursuant to Rule 1, the term ‘‘Free Delivery’’ 

means a Delivery free of any payment by the 

Receiver through the facilities of the Corporation, 

as provided in Rule 9(B) and as specified in the 

Procedures. See id. 

15A Deliver Order input on the day prior to 

settlement. A reduced rate is charged for Night 

Deliver Order transactions. See Settlement Guide, 

supra note 9. 

16See Securities Exchange Act Release No. 84768 

(Dec. 10, 2018), 83 FR 64401 (Dec. 14, 2018) (SR– 

DTC–2018–011). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101923; File No. SR–DTC– 

2024–013] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Modify the 

Guide to the DTC Fee Schedule To 

Revise Certain Fees Charged to 

Participants for Settlement Services 

December 16, 2024. 

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 

9, 2024, 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)(2) 

thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change would 

modify the Guide to the DTC Fee 

Schedule 5 (‘‘Fee Guide’’) to revise 

certain fees charged to Participants for 

Settlement Services,6 as described in 

greater detail below.7

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 

modify the Fee Guide to revise certain 

fees charged to Participants for 

Settlement Services, as described below. 

Overview 

DTC operates under a ‘‘cost plus a 

low-margin markup’’ pricing model. 

The markup is applied to recover 

development costs and operating 

expenses, and to accumulate capital 

sufficient to meet regulatory and 

economic requirements. DTC maintains 

procedures to control costs and to 

regularly review pricing levels against 

costs of operation. It reviews pricing 

levels against its costs of operation 

during the annual budget process. 

The budget is approved annually by 

the Board. DTC’s fees are approved by 

the Board or management (pursuant to 

authority delegated by the Board), as 

applicable. When estimating expected 

revenues and costs, DTC typically uses 

historical, current, and expected usage 

and market trends to determine revenue 

outlook and apply current budgeted 

assumptions on costs. In addition to 

assessing the overall impact of fee 

changes at DTC, the Board also 

considers impacts of fee changes from 

an individual product/service category 

(e.g., Settlement Services) perspective, 

taking cost and capital considerations 

relating to a given category into account. 

After evaluation of DTC’s short-term 

and long-term financial position in 

consideration of expected Participant 

activity, revenues, cost of funding, 

market volatility, and the financial 

markets more broadly, including 

considering impacts for each product/ 

service category perspective, as more 

fully described below, DTC has 

determined that it should increase the 

overall amount it collects from 

Participants through fees. More 

specifically, the proposed rule change 

would increase certain fees relating to 

Settlement Services, to better align cost 

and revenue. 

Operating expense increases for DTC’s 

Settlement Services are driven by 

compensation and contract inflation, IT 

risk mitigation, resiliency initiatives and 

infrastructure investments partially 

offset by efficiencies. Therefore, the 

proposed rule change would increase 

certain fees relating to book-entry 

delivery in the Settlement Services 

section 8 of the Fee Guide to better align 

costs and revenue, as described below. 

Fee Revisions for Certain Settlement 

Services 

Fee Increase for DTC Deliver Orders 

As background, a Participant may 

submit an instruction (‘‘Deliver Order’’) 

to DTC to make a Delivery 9 of Eligible 

Securities via book-entry to another 

Participant’s account.10 DTC reduces 

the Deliverer’s 11 position and increases 

the Receiver’s 12 position without the 

need to move physical certificates. 

Deliveries can be made Delivery Versus 

Payment 13 or as a Free Delivery,14

depending on the applicable 

Participant’s delivery instructions 

provided in the Deliver Order. 

When a Participant submits a Deliver 

Order during DTC’s day settlement 

cycle, the delivering Participant is 

charged a fee (‘‘Day Deliver Order Fee’’) 

of 54 cents, per deliver. When a 

Participant submits a Deliver Order 

during DTC’s night settlement cycle,15

the charge is 17 cents, per deliver 

(‘‘Night Deliver Order Fee’’). The Night 

Deliver Order Fee is less than the Day 

Deliver Order Fee because DTC is 

encouraging earlier submission of 

transactions by Participants, which 

results in more efficient settlement 

processing by increasing the volume of 

transactions processed in the nightcycle, which, in turn, lessens the burden 

on the intraday settlement processing.16

If a Participant submits a Deliver 

Order and elects for the Deliver to be 


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Federal Register / Vol. 89, No. 245 / Friday, December 20, 2024 / Notices 104283 

17 In a stock loan agreement, the lender of a 

Security is entitled to recover from the borrower 

any income distributions paid on the loaned 

Security. The stock loan income tracking system 

allows DTC to track the lender’s (Deliverer’s) 

position on the Securities. The stock loan income 

tracking system tracks cash dividend and interest 

payments relating to Deliver Orders submitted 

using certain reason codes for stock loan 

transactions, as described in the DTC Corporate 

Actions Distributions Service Guide (‘‘Distributions 

Guide’’). See Distributions Guide, available at 

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

service-guides/Service-Guide-Distributions.pdf, at 

37–38, for additional information relating to stock 

loan transactions and the related reason codes. 

18A Repo is an agreement between two parties 

that allows the seller of Securities to later 

repurchase them at an agreed-upon price. The seller 

usually retains the right to periodic income 

distributions. However, since the Securities will not 

reside in the seller’s account on record date, the 

seller would not be credited the periodic principal 

and income distributions paid on the Securities. To 

recover these entitlements, the seller must claim the 

Repo buyer. DTC’s Repo Tracking System 

automates claims of these entitlements by tracking 

the Repo transactions (Deliveries) relating to Deliver 

Orders submitted using certain reason codes 

designated for Repo transactions and adjusting the 

entitlement payments accordingly on payable date. 

See Distributions Guide, id. at 39–40, for additional 

information relating to Repo transactions and 

related reason codes. 

19See Fee Guide, supra note 5, at 18. 

20See Settlement Guide, supra note 9. 

21 Id. 

22See Fee Guide, supra note 5. 

23 15 U.S.C. 78q–1(b)(3)(D). 

24 17 CFR.17ad–22(e)(23)(ii). 

27 15 U.S.C. 78q–1(b)(3)(D). 

26 Id. 

27 17 CFR 240.17ad–22(e)(23)(ii). 

28See supra note 5. 

29 17 CFR 240.17ad–22(e)(23)(ii). 

tracked through DTC’s income tracking 

systems, specifically the stock loan 

income tracking system 17 or the 

repurchase agreement (‘‘Repo’’) tracking 

system,18 then the Deliver is charged an 

additional 18 cents, regardless of time. 

This fee is designated in the Fee Guide 

as the ‘‘Repos, stock loans and returns’’ 

fee (‘‘Tracking Fee’’). 

The Receiver of a Deliver is charged 

11 cents (‘‘Receive Fee), regardless of 

time, per receive.19

Pursuant to this proposed rule 

change, DTC would update the Fee 

Guide to reflect the following fee 

increases: (1) Day Deliver Order Fee 

from 54 cents to 68 cents per delivery, 

(2) Night Deliver Order Fee from 17 

cents to 21 cents per delivery, (3) 

Tracking Fee from 18 cents to 22 cents 

per tracking, and (4) Receive Fee from 

11 cents to 14 cents per receive. 

The proposed fee changes reflect an 

amount that would facilitate DTC’s 

ability to maintain a cost plus lowmargin markup model, as discussed 

above, with respect these Settlement 

Services. 

Fee Increase for DTC Deliveries and 

Receives to and From NSCC’s CNS 

System 

In addition to the Deliver Orders 

described above, DTC also completes 

Deliveries of Securities transactions 

cleared by its affiliate, the National 

Securities Clearing Corporation 

(‘‘NSCC’’), through the NSCC 

Continuous Net Settlement (‘‘CNS’’) 

system. Such Deliveries are processed at 

DTC as Free Deliveries.20 Similarly, 

DTC also processes Free Deliveries 

relating to NSCC’s Automated Customer 

Account Transfer Service (‘‘ACATS’’).21

Both the delivering and receiving 

Participants of CNS Deliveries and 

ACATS Deliveries are charged 17 cents, 

per delivery (‘‘CNS/ACATS Delivery 

Fee’’).22 Pursuant to this proposed rule 

change, DTC would increase the CNS/ 

ACATS Delivery Fee from 17 cents to 21 

cents. 

As with the proposed changes to the 

other Delivery and Receive fees 

described earlier, the proposed fee 

change to the CNS/ACATS Delivery Fee 

is designed to enable DTC to offset its 

associated costs and expenses for this 

Settlement Service while maintaining 

low-margin markup, consistent with its 

pricing model. 

Participant Outreach 

DTC has conducted ongoing outreach 

to each Participant to provide them with 

notice of the proposed changes and the 

anticipated impact for the Participant. 

The impact of the proposed changes was 

provided to Participants using year-todate, July 2024 annualized data. As of 

the date of this filing, no written 

comments relating to the proposed 

changes have been received. The 

Commission will be notified of any 

written comments received. 

Implementation Timeframe 

DTC would implement this proposal 

on January 1, 2025. To that effect, a 

legend will be added to the Fee Guide 

stating there are changes that have 

become effective upon filing with the 

Commission but have not yet been 

implemented. The proposed legend also 

would include a date on which such 

changes would be implemented and the 

file number of this proposal, and state 

that, once this proposal is implemented, 

the legend would automatically be 

removed from the Fee Guide. 

2. Statutory Basis 

DTC believes this proposal is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a registered 

clearing agency. Specifically, DTC 

believes the proposed changes to modify 

fees charged to Participants for the 

Settlement Services described above are 

consistent with Section 17A(b)(3)(D) of 

the Act 23 and Rule 17ad–22(e)(23)(ii),24

promulgated under the Act, for the 

reasons described below. 

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

requires, inter alia, that the Rules 

provide for the equitable allocation of 

reasonable dues, fees, and other charges 

among participants.25 DTC believes the 

proposed rule change to revise the 

above-described fees charged to 

Participants for Settlement Services 

would provide for the equitable 

allocation of reasonable fees. Because all 

Participants subject to these fees would 

be charged the same increase, and those 

increases are directly proportional to the 

Participants’ use of the applicable DTC 

service, DTC believes the fees continue 

to be equitably allocated. 

DTC also believes that the proposed 

fees will continue to be reasonable 

under the described changes. As 

described above, DTC’s fees are costbased, plus a low-margin markup to 

recover development costs and 

operating expenses, and to accumulate 

capital sufficient to meet regulatory and 

economic requirements. The proposed 

fee changes are simply designed to 

better align to DTC’s projected operating 

costs and expenses relating to these 

specific Settlement Services. For this 

reason, DTC believes that the proposed 

fee changes, as described above, are 

reasonable and consistent with Section 

17A(b)(3)(D) of the Act.26

Rule 17ad–22(e)(23)(ii) under the 

Act 27 requires DTC to establish, 

implement, maintain, and enforce 

written policies and procedures 

reasonably designed to provide 

sufficient information to enable 

participants to identify and evaluate the 

risks, fees, and other material costs they 

incur by participating in the covered 

clearing agency. The proposed fees 

would be clearly and transparently 

published in the Fee Guide, which is 

available on a public website,28 thereby 

enabling Participants to identify the fees 

and costs associated with participating 

in DTC. As such, DTC believes the 

proposed rule change to update the Fee 

Guide to reflect the proposed fee 

changes is consistent with Rule 17ad– 

22(e)(23)(ii) under the Act.29

(B) Clearing Agency’s Statement on 

Burden on Competition 

The proposed rule change may impact 

competition and that impact may be a 

burden because it would result in 

increased fees paid by Participants, as 

described above. However, DTC does 


ddrumheller on DSK120RN23PROD with NOTICES1
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30 15 U.S.C. 78q–1(b)(3)(I). 

31 15 U.S.C. 78s(b)(3)(A). 32 17 CFR 240.19b–4(f). 33 17 CFR 200.30–3(a)(12). 

not believe such a burden would be 

significant because the fees would be 

charged equally to all Participants that 

utilize the applicable Settlement 

Services and would merely reflect the 

Participants’ related activity at DTC. 

Regardless, DTC believes any burden 

would be necessary and appropriate in 

furtherance of the purposes of the Act, 

as permitted by Section 17A(b)(3)(I) of 

the Act.30

DTC believes any such burden would 

be necessary because the proposed fee 

increases would better align the fees 

with DTC’s associated costs, helping 

DTC to achieve and maintain its net 

income margin. Meanwhile, DTC also 

believes that any such burden would be 

appropriate because the fees would 

continue to be equitably and reasonably 

allocated among all Participants, as 

described above. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

DTC has not received or solicited any 

written comments relating to this 

proposal. If any written comments are 

received, they would be publicly filed 

as an Exhibit 2 to this filing, as required 

by Form 19b–4 and the General 

Instructions thereto. 

Persons submitting comments are 

cautioned that, according to Section IV 

(Solicitation of Comments) of the 

Exhibit 1A in the General Instructions to 

Form 19b–4, the Commission does not 

edit personal identifying information 

from comment submissions. 

Commenters should submit only 

information that they wish to make 

available publicly, including their 

name, email address, and any other 

identifying information. 

All prospective commenters should 

follow the Commission’s instructions on 

how to submit comments, available at 

sec.gov/regulatory-actions/how-tosubmit-comments. General questions 

regarding the rule filing process or 

logistical questions regarding this filing 

should be directed to the Main Office of 

the Commission’s Division of Trading 

and Markets at tradingandmarkets@

sec.gov or 202–551–5777. 

DTC reserves the right to not respond 

to any comments received. 

III. Date of Effectiveness of the 

Proposed Rule Change, and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A) 31 of the Act and paragraph 

(f) 32 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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

DTC–2024–013 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–2024–013. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of DTC 

and on DTCC’s website (www.dtcc.com/ 

legal/sec-rule-filings). Do not include 

personal identifiable information in 

submissions; you should submit only 

information that you wish to make 

available publicly. We may redact in 

part or withhold entirely from 

publication submitted material that is 

obscene or subject to copyright 

protection. All submissions should refer 

to File Number SR–DTC–2024–013 and 

should be submitted on or before 

January 10, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–30351 Filed 12–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF TRANSPORTATION 

Federal Aviation Administration 

[Docket No. FAA–2024–2690] 

Agency Information Collection 

Activities: Requests for Comments; 

Clearance of a Renewed Approval of 

Information Collection: Safety 

Assurance System (SAS) External 

Portal 

AGENCY: Federal Aviation 

Administration (FAA), DOT. 

ACTION: Notice and request for 

comments. 

SUMMARY: In accordance with the 

Paperwork Reduction Act of 1995, FAA 

invites public comments about our 

intention to request the Office of 

Management and Budget (OMB) 

approval to renew an information 

collection. The SAS external portal is a 

web-based tool developed for applicants 

and certificate holders (also referred to 

as external users) to exchange 

information with Flight Standards (FS) 

employees, primarily to collaborate and 

communicate with their FS counterparts 

regarding initial certification 

applications, and requesting new 

programs for acceptance and approval. 

DATES: Written comments should be 

submitted by February 18, 2025. 

ADDRESSES: Please send written 

comments: 

By Electronic Docket: 

www.regulations.gov (Enter docket 

number into search field.) 

By Mail: Derek Lockhart (c/o Denise 

Beaudoin), 13873 Park Center Rd., 

Herndon, VA 20171. 

By Fax: 703–481–6043. 

FOR FURTHER INFORMATION CONTACT: 

Derek Lockhart by email at 

Derek.Lockhart@faa.gov or by phone at 

(571) 249–6740. 

SUPPLEMENTARY INFORMATION: 


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