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[Federal Register Volume 90, Number 14 (Thursday, January 23, 2025)]
[Notices]
[Pages 8080-8081]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01547]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-102218; File No. SR-DTC-2025-001]

Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
To Amend and Restate the Second Amended and Restated Netting Contract 
and Limited Cross-Guaranty Between NSCC and DTC

January 16, 2025.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby 
given that on January 2, 2025, The Depository Trust Company (``DTC'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Item I below, which Item has been 
substantially prepared by the clearing agency. DTC filed the proposed 
rule change pursuant to Section 19(b)(3)(A) of the Exchange Act \3\ and 
Rule 19b-4(f)(6) 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)(6).
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The purpose of this proposed rule change \5\ is to amend and 
restate the Second Amended and Restated Netting Contract and Limited 
Cross-Guaranty, dated as of October 1, 2002, between NSCC and DTC (the 
``Cross-Guaranty Agreement'').\6\ As part of the proposed amendment and 
restatement of the Cross-Guaranty Agreement, NSCC and DTC (each, a 
``Clearing Agency,'' and, together, the ``Clearing Agencies'') propose 
to enter into a Third Amended and Restated Netting Contract and Limited 
Cross-Guaranty. The proposed changes would amend and restate the Cross-
Guaranty Agreement to (i) revise the description of the Clearing 
Agencies' cross-endorsement procedures to better reflect current 
practices of the Clearing Agencies, (ii) simplify and consolidate the 
liquidity and guaranty obligations of the Clearing Agencies under the 
current Cross-Guaranty Agreement into a single guaranty obligation of 
each Clearing Agency, (iii) provide for the netting of guaranty 
obligations between the Clearing Agencies' in certain instances, (iv) 
provide for more up-to-date valuations of securities under the Cross-
Guaranty Agreement, (v) provide for the Clearing Agency receiving 
securities in connection with the performance of the other Clearing 
Agency's guaranty obligation the ability to select the particular 
securities it receives, (vi) enhance the information sharing between 
the Clearing Agencies under the Cross-Guaranty Agreement, and (vii) 
make appropriate conforming and clarifying changes to the Cross-
Guaranty Agreement.
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    \5\ Capitalized terms not defined herein are defined in the 
Rules, By-Laws and Organization Certificate of DTC (``DTC Rules'') 
or the National Securities Clearing Corporation (``NSCC'') Rules & 
Procedures (``NSCC Rules''), available at https://www.dtcc.com/legal/rules-and-procedures, or the Second Amended and Restated 
Netting Contract and Limited Cross-Guaranty, dated as of October 1, 
2002, between NSCC and DTC, as applicable.
    \6\ The Cross-Guaranty Agreement (i) is a Clearing Agency 
Agreement as defined in the DTC Rules (DTC Rule 1, Definitions; 
Governing Law, supra note 5) and is subject to, inter alia, Rule 
9(E) of the DTC Rules (DTC Rule 9(E), Clearing Agency Agreements, 
supra note 5), and (ii) is a Clearing Agency Cross-Guaranty 
Agreement as defined in the NSCC Rules (NSCC Rule 1, Definitions and 
Descriptions, supra note 5) and is subject to, inter alia, Rule 25 
of the NSCC Rules (NSCC Rule 25, Cross-Guaranty Obligation, supra 
note 5).
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    The proposed rule change, including the Clearing Agency's statement 
of the purpose of, and statutory basis for, the proposed rule change, 
is available on the Clearing Agency's website at https://www.dtcc.com/legal/sec-rule-filings and on the Commission's website at https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/dtc?file_number=SR-DTC-2025-001.

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

    The Clearing Agency has filed the proposed rule change pursuant to 
Section 19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(6) \8\ thereunder. 
Because the foregoing proposed rule change does not: (i) significantly 
affect the protection of investors or the public interest; (ii) impose 
any significant burden on competition; or (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the

[[Page 8081]]

Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(6) \10\ thereunder.
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    \7\ 15 U.S.C. 78(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6).
    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Clearing Agency to give the Commission written notice 
of its intent to file the proposed rule change, along with a brief 
description and text of the proposed rule change, at least five 
business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
Clearing Agency has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \11\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\12\ the Commission 
may designate a shorter time if such action is consistent with 
protection of investors and the public interest. The Clearing Agency 
has asked the Commission to waive the 30-day operative delay so that 
the proposed rule change may become operative immediately upon filing. 
The Commission believes that waving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission designates the proposed rule change to be 
operative upon filing.\13\
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    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

III. 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.\14\ Comments may be submitted 
electronically by using the Commission's internet comment form (https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-DTC-2025-001) or by 
sending an email to [email protected]. Please include file number 
SR-DTC-2025-001 on the subject line. Alternatively, paper comments may 
be sent to Secretary, Securities and Exchange Commission, 100 F Street 
NE, Washington, DC 20549-1090. All submissions should refer to file 
number SR-DTC-2025-001. 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-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-DTC-2025-001). 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-2025-001 and should be 
submitted on or before February 13, 2025.
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    \14\ 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 SRO.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-01547 Filed 1-22-25; 8:45 am]
BILLING CODE 8011-01-P
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