Federal Register / Vol. 87, No. 108 / Monday, June 6, 2022 / Notices 34325 

29See supra note 19. 

30See id. 

31 15 U.S.C. 78s(b)(3)(A)(ii). 

32 17 CFR 240.19b–4(f)(2). 33 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. 94692 

(April 12, 2022), 87 FR 22971 (April 18, 2022) (SR– 

DTC–2022–002) (‘‘Notice of Filing’’). 

4Each capitalized term not otherwise defined 

herein has its respective meaning as set forth in 

DTC’s rules, including, but not limited to, the 

Rules, By-Laws and Organization Certificate of DTC 

(‘‘Rules’’), the DTC Settlement Service Guide 

(‘‘Settlement Guide’’), and the Guide to the 2020 

DTC Fee Schedule (‘‘Fee Guide’’), available at 

http://www.dtcc.com/legal/rules-andprocedures.aspx. 

5See The Depository Trust Company, Disclosure 

Framework for Covered Clearing Agencies and 

Financial Market Infrastructures at 7, 9–10 

(December 2021) available at https://

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

policy-and-compliance/DTC_Disclosure_

Framework.pdf. 

6See National Securities Clearing Corporation, 

Disclosure Framework for Covered Clearing 

Agencies and Financial Market Infrastructures at 7– 

10 (December 2021), available at https:// 

Continued 

Based on publicly-available 

information, and excluding index-based 

options, no single exchange has a 

market share of more than 

approximately 13–14% of the equity 

options market.29 Therefore, no 

exchange possesses significant pricing 

power. More specifically, as of May 17, 

2022, the Exchange had a market share 

of approximately 3.68% of executed 

volume of multiply-listed equity options 

for the month of May 2022.30 Therefore, 

no exchange possesses significant 

pricing power in the execution of 

multiply-listed equity options order 

flow. In such an environment, the 

Exchange must continually adjust its 

transaction and non-transaction fees to 

remain competitive with other 

exchanges and to attract order flow. The 

Exchange believes that the proposed 

rule changes reflect this competitive 

environment because it modifies the 

Exchange’s rebates in a manner that will 

allow the Exchange to remain 

competitive. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor 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)(ii) of the Act,31 and Rule 

19b–4(f)(2) 32 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. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

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 rule-comments@

sec.gov. Please include File Number SR– 

EMERALD–2022–21 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–EMERALD–2022–21. 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 the Exchange. 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–EMERALD–2022–21, and 

should be submitted on or before June 

27, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–12013 Filed 6–3–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95012; File No. SR–DTC– 

2022–002] 

Self-Regulatory Organizations; The 

Depository Trust Company; Order 

Approving the Proposed Rule Change 

To Provide Settlement Services for 

Transactions Entered Into Under the 

Proposed Securities Financing 

Transaction Clearing Service of the 

National Securities Clearing 

Corporation 

May 31, 2022. 

I. Introduction 

On March 28, 2022, The Depository 

Trust Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) proposed rule change 

SR–DTC–2022–002 (‘‘Proposed Rule 

Change’’) pursuant to Section 19(b)(1) of 

the Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder.2

The Proposed Rule Change was 

published for comment in the Federal 

Register on April 18, 2022.3 For the 

reasons discussed below, the 

Commission is approving the Proposed 

Rule Change.4

II. Description of the Proposed Rule 

Change 

A. Background 

DTC serves as a central securities 

depository providing, in part, custodial 

services for equity securities, which 

include the safekeeping, record keeping, 

book-entry transfer, and pledge of 

securities among its Participants.5 The 

National Securities Clearing Corporation 

(‘‘NSCC’’) provides clearing and 

settlement services for trades, including 

equity securities.6 NSCC relies on an 


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34326 Federal Register / Vol. 87, No. 108 / Monday, June 6, 2022 / Notices 

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

policy-and-compliance/NSCC_Disclosure_

Framework.pdf. 

7 Id. at 10. 

8Securities Exchange Act Release No. 94694 

(April 12, 2022), 87 FR 23372 (April 19, 2022) (SR– 

NSCC–2022–003). NSCC also filed the proposal 

contained in the Proposed Rule Change as advance 

notice SR–NSCC–2022–801 with the Commission 

pursuant to Section 806(e)(1) of the Dodd-Frank 

Wall Street Reform and Consumer Protection Act 

entitled the Payment, Clearing, and Settlement 

Supervision Act of 2010. 12 U.S.C. 5465(e)(1); 17 

CFR 240.19b–4(n)(1)(i). Securities Exchange Act 

Release No. 94695 (April 12, 2022), 87 FR 23328 

(April 19, 2022) (SR–NSCC–2022–801). 

9The proposal would also establish a new special 

representative SFT account to be used in 

connection with SFT service. 

10Under the proposal, it is possible that the 

securities lending Participant could submit its own 

DVP instruction to deliver the subject securities to 

the NSCC SFT account. NSCC would then have to 

make the corresponding instruction to deliver the 

securities to the securities borrowing participant, or 

the trade would be rejected. 

11See Section II.C and text accompanying note 13 

infra. 

12See Section II.C and text accompanying note 13 

infra. 

13See Settlement Guide, supra note 4, at 64–67. 

14Specifically, the look-ahead process identifies a 

receive transaction pending due to a net debit cap 

insufficiency and determines whether an offsetting 

delivery transaction pending because of a quantity 

deficiency in the same security would permit both 

transactions to be completed in compliance with 

DTC risk management controls. See Settlement 

Guide, supra note 4, at 45. 

15See Notice of Filing, supra note 3, at 22973. 

16See id. 

17The DTCC Reference ID is the fourteen-digit 

UTC Loan ID that NSCC assigns to each SFT 

transaction. 

interface with DTC for the book-entry 

movement of securities to settle 

transactions.7

NSCC has proposed to introduce a 

new central clearing for securities 

financing transactions (‘‘SFTs’’).8 In 

general, SFTs involve transactions 

where the parties exchange equity 

securities against cash and 

simultaneously agree to exchange the 

same securities and cash, plus or minus 

a daily interest (referred to as a rate 

payment), on a future date. Through its 

central clearing service, NSCC would 

novate SFT transactions entered into by 

its Members. The proposed SFTs 

between counterparties that are 

Members of NSCC would be settled 

through their respective Participant 

accounts at DTC. 

In order to settle SFTs arising from 

NSCC’s proposed service, DTC proposes 

to amend the Rules, the Settlement 

Guide, and the Fee Guide to (i) establish 

new definitions, instructions, and 

accounts, (ii) apply a modified lookahead process to the new account that 

NSCC would maintain at DTC, (iii) 

establish a fee for a new transaction, and 

(iv) make conforming and technical 

changes. 

B. New Definitions, Instructions, and 

Accounts for the SFT Service 

DTC proposes to revise its Rules, 

Settlement Guide, and Fee Guide to add 

new definitions, instructions, and 

accounts to provide for the settlement of 

SFTs. Specifically, for SFT purposes, 

NSCC would act as the special 

representative for DTC Participants who 

are also NSCC Members and would have 

the authority to instruct DTC, on behalf 

of the Participant, to make a transfer of 

securities from the Participant’s DTC 

account to an account that NSCC 

maintains at DTC.9

The proposal would revise the 

Settlement Guide to include a new 

section describing settlement of SFTs. 

To effectuate a DVP transaction between 

Participants, NSCC would send DTC a 

pair of DVP instructions: (i) one 

instruction, as the Special 

Representative of the securities lending 

Participant, to deliver the subject 

securities versus payment from the 

delivering Participant to the NSCC SFT 

Account, and (ii) one instruction, on 

NSCC’s own behalf, to deliver the 

subject securities versus payment from 

the NSCC SFT Account to the Account 

of the securities borrowing 

Participant.10 Effectively, pursuant to 

the DVPs, the subject securities would 

move from the security lending 

Participant to NSCC, and then from 

NSCC to the security borrowing 

Participant. 

When an SFT completes, NSCC 

would again submit a pair of DVP 

instructions: (i) one instruction as the 

special representative of the security 

borrowing Participant to deliver the 

subject securities to the special 

representative SFT account, and (ii) one 

instruction on NSCC’s own behalf to 

deliver the subject securities from the 

special representative SFT. If the pair of 

instructions satisfy DTC risk 

management controls and the modified 

look-ahead process,11 DTC would 

process the deliveries. 

The proposal would also provide that 

DTC would process SFT price 

differential payment orders, which are 

payment orders for the crediting and 

debiting of payment amounts between 

Participants relating to SFT activity at 

NSCC. Specifically, NSCC would be 

able to submit a SFT price differential 

payment order (i) as the special 

representative of the payee Participant 

to credit the amount to the payee 

Participant account, and (ii) as the 

special representative of the payor 

Participant to debit the amount to the 

payor Participant account. The two 

instructions would effectively cause 

DTC to transfer the payment orders from 

one Participant to NSCC, and from 

NSCC to another Participant. If the pair 

of instructions satisfy DTC risk 

management controls and the modified 

look-ahead, DTC would process the 

payments.12

C. Modified Look-Ahead Processing 

DTC uses certain risk management 

controls, the Collateral Monitor and Net 

Debit Cap, to manage its credit risk. 

These two controls work together to 

protect the DTC settlement system in 

the event of a Participant default. The 

Collateral Monitor requires net debit 

settlement obligations, as they accrue 

intraday, to be fully collateralized; the 

Net Debit Cap limits the amount of any 

Participant’s net debit settlement 

obligation to an amount that can be 

satisfied with DTC liquidity resources.13

DTC uses a look-ahead processing to 

reduce transaction blockage by applying 

the net amount of offsetting receive and 

deliver transactions in the same security 

rather than the gross amount of the 

receive transaction to a Participant’s Net 

Debit Cap. The look-ahead process 

calculates and processes submitted 

transactions in the same CUSIP that, 

when processed simultaneously, would 

not violate the risk management 

controls of the involved Participants.14

The special representative SFT 

account is designed to be a pass-through 

account for SFTs between Participants 

that are NSCC SFT counterparties, and 

accordingly, NSCC’s obligations to DTC 

with respect to all SFTs to which the 

special representative SFT account was 

a party should be netted to zero.15 DTC 

states that in an effort to help ensure 

that there would not be any net 

settlement obligation against the special 

representative SFT account, and to 

prevent transaction blockage due to risk 

management controls on the special 

representative SFT account, DTC 

proposes to use a modified look-ahead 

process for the instructions it receives 

from NSCC in connection with the 

Special Representative SFT Account.16

Pursuant to the proposal, upon receipt 

of SFT-related instructions from NSCC, 

DTC would only complete a transaction 

when (i) the pair of instructions from 

NSCC are consistent in terms of the 

number of subject shares and/or dollar 

amount, CUSIP, and DTCC Reference 

ID,17 and (ii) the net effect of processing 

the instructions would not violate the 

respective Net Debit Caps, Collateral 

Monitor or other risk management 

system controls of the Participants that 

are on each side of the SFTs. 

In addition, because the modified 

look-ahead relies on the completion of 


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Federal Register / Vol. 87, No. 108 / Monday, June 6, 2022 / Notices 34327 

18A reclaim is the return of various orders and 

transactions received by a Participant. RAD is a 

control mechanism that allows a Participant to 

review transactions prior to completion of 

processing. See Settlement Guide, supra note 4, at 

6. 

19See Notice of Filing, supra note 3, at 22973. 

20The proposal establishes a fee for SFT Price 

Differential payment orders because DTC does not 

currently process such payment orders. DTC would 

apply other currently existing fees that are relevant 

to SFTs pursuant to its Fee Guide. For example, for 

a DVP transaction in connection with an SFT, DTC 

would charge a stock loan and return fee of $0.18 

to payors and payees per item delivered and 

received. 

21See Notice of Filing, supra note 3, at 22973. 

22 Id. 

23See Notice of Filing, supra note 3, at 22973. 

24 15 U.S.C. 78s(b)(2)(C). 

25 15 U.S.C. 78q–1(b)(3)(F) and (3)(D). 

26 17 CFR 240.17Ad–22(e)(21). 

27 15 U.S.C. 78q–1(b)(3)(F). 28 Id. 

offsetting transactions for a particular 

SFT and not a net amount like regular 

look-ahead processing, transactions to 

and from the NSCC SFT Account would 

not be subject to either reclaims or 

Receiver Authorized Delivery 

(‘‘RAD’’).18 DTC represents that because 

both reclaims and RAD effectively 

permit one side of the transaction to 

reject or reverse the transaction, 

allowing such activity would interfere 

with the ability of the modified lookahead to rely on the completion of the 

offsetting transactions.19

D. SFT Price Differential Fee 

DTC proposes to amend the Fee Guide 

to establish a fee for SFT price 

differential payment orders.20 DTC 

proposes a fee of $0.005 for an SFT 

price differential payment order, which 

would be charged to payors and payees 

per item delivered or received. 

According to DTC, the fee is lower 

than the $0.10 fee charged for an order 

for delivery or receipt in connection 

with uncleared stock loan 

transactions.21 DTC states that the 

reason for a lower fee is because NSCC’s 

SFT service would require a higher 

volume of payment orders compared to 

stock loan transactions processed 

bilaterally.22 DTC believes that NSCC’s 

SFT service would require a higher 

volume of payment orders because SFT 

Counterparties would pay and collect 

price differentials at the individual 

transaction level, while in a bilateral 

transaction, the counterparties would 

typically pay and collect at the CUSIP 

level, inclusive of all open stock loan 

transactions of a given counterparty.23

E. Conforming and Technical Changes 

DTC proposes to make conforming 

changes to reflect the SFT activities, 

correct technical errors, add headings, 

and replace undefined terms with 

defined terms in order to ensure 

consistency and clarity of the Rules and 

the Settlement Guide. 

III. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act 24

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 the 

rules and regulations thereunder 

applicable to such organization. After 

careful consideration, the Commission 

finds that the Proposed Rule Change is 

consistent with the requirements of the 

Act and the rules and regulations 

applicable to DTC. In particular, the 

Commission finds that the Proposed 

Rule Change is consistent with Section 

17A(b)(3)(F) and 17A(b)(3)(D) of the 

Act 25 and Rules 17Ad–22(e)(21) 26

thereunder. 

A. Consistency With Section 

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

Section 17A(b)(3)(F) of the Act 27

requires, in part, that the rules of a 

clearing agency, such as DTC, be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions and to foster 

cooperation and coordination with 

persons engaged in the clearance and 

settlement of securities transactions. 

As described above in Section II.A., 

DTC proposes to revise its Rules, 

Settlement Guide, and Fee Guide to be 

able to provide Participants with 

settlement services for SFTs cleared 

through the proposed NSCC service. As 

stated in Section II.B., the proposal 

would provide new definitions, 

instructions, and accounts to effectuate 

SFTs, and provide a basis for DTC to 

accept and rely on NSCC’s instructions 

in connections with the proposed SFT 

service. Specifically, DTC would amend 

its Rules to provide for the additional 

authority of NSCC, as the special 

representative of a Participant, to submit 

DVP instructions and SFT price 

differential payment orders to DTC, on 

behalf of Participants. By providing 

NSCC with the authority to submit these 

instructions on behalf of the 

Participants, the Proposed Rule Change 

supports the efficient settlement of 

cleared SFTs, thereby promoting the 

prompt and accurate clearance and 

settlement of securities transactions. 

Furthermore, as described in Section 

II.C., the Proposed Rule Change would 

apply a modified look-ahead process to 

the new special representative SFT 

account in order to (i) ensure that there 

would not be any net settlement 

obligation against the special 

representative SFT account, and (ii) 

prevent transaction blockage that could 

occur from unsatisfied risk management 

controls on the special representative 

SFT account. By applying a modified 

look-ahead, the Commission believes 

that the proposal is designed to promote 

efficient processing of SFTs, thereby 

promoting the prompt and accurate 

clearance and settlement of securities 

transactions. 

Lastly, as described in Section II.E., 

DTC proposes to make conforming and 

technical changes. The Commission 

believes that the changes would help 

ensure that the Rules and the Settlement 

Guide remain consistent, clear, and 

accurate. Having consistent, clear, and 

accurate Rules and Settlement Guide 

would help Participants to better 

understand their rights and obligations 

regarding DTC settlement services in 

connection with the NSCC SFT service. 

The Commission believes that better 

enabling Participants to understand and 

thus comply with the Rules and the 

Settlement Guide would promote the 

prompt and accurate clearance and 

settlement of securities transactions. 

The Commission further believes that 

the Proposed Rule Change is reasonably 

designed to foster cooperation and 

coordination with persons engaged in 

the clearance and settlement of 

securities transactions. As described 

above in Section II.A., DTC proposes to 

amend its Rules, Settlement Guide, and 

Fee Guide to be able to process SFTs 

arising from NSCC’s proposed SFT 

service. Although NSCC provides 

clearing and settlement services for 

transactions, it relies on an interface 

with DTC for the book-entry movement 

of securities to settle transactions. 

Without DTC’s actions, NSCC would not 

be able to settle SFTs at DTC. 

Accordingly, the Commission believes 

that establishing new definitions, 

instructions, and accounts to effectuate 

SFTs, modifying look-ahead processing, 

and making conforming and technical 

changes would foster cooperation and 

coordination between NSCC and DTC. 

For the reasons stated above, the 

Commission believes that the Proposed 

Rule Change is reasonably designed to 

promote the prompt and accurate 

clearance and settlement of securities 

transactions, and foster cooperation and 

coordination with persons engaged in 

the clearance and settlement of 

securities transactions. The Commission 

believes, therefore, that the Proposed 

Rule Change is consistent with Section 

17A(b)(3)(F) of the Act.28


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29 15 U.S.C. 78q–1(b)(3)(D). 

30See Notice of Filing, supra note 3, at 22973. 

31NSCC would be offering central clearing for 

overnight SFTs for the first time, and accordingly, 

NSCC would not be able to anticipate the size and 

composition of the SFT activities. See Securities 

Exchange Act Release No. 94694 (April 12, 2022), 

87 FR 23372, 22375 (April 19, 2022) (SR–NSCC– 

2022–003). 

32See Notice of Filing, supra note 3, at 22973. 

33 15 U.S.C. 78q–1(b)(3)(D). 

34 17 CFR 240.17Ad–22(e)(21). 

35 Id. 

36 15 U.S.C. 78q–1. 

37 15 U.S.C. 78s(b)(2). 

38 In approving the Proposed Rule Change, the 

Commission considered the proposals’ impact on 

efficiency, competition, and capital formation. 15 

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

39 17 CFR 200.30–3(a)(12). 

B. Consistency With Section 

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

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

requires that the rules of a clearing 

agency provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among its participants.29

As described above in Section II.D., 

DTC would establish a fee of $0.005 per 

item delivered or received, which 

would be charged to the payor and the 

payee of an SFT price differential 

payment order. The Commission 

believes that the proposed fee for SFT 

price differential payment orders would 

provide for the equitable allocation of 

reasonable dues, fees, and other charges 

among Participants. First, the proposed 

fee of $0.005 is less than the $0.10 fee 

for payment order applicable for 

uncleared bilateral stock loan 

transactions.30 Second, the Commission 

understands that due to the lack of 

history for cleared SFT activity,31 DTC 

cannot estimate at this time the average 

number of SFT Price Differential 

payment orders that would be processed 

and cannot, therefore, quantify a precise 

fee.32 Accordingly, the Commission 

believes that the proposed fee, which is 

designed to take into account the 

imbalance between the amount of 

payment orders that would be required 

for cleared SFTs and the amount 

required for uncleared bilateral stock 

loan transactions, is reasonable. The 

Commission also believes that the 

proposed fee would be equitably 

allocated because the fee would be 

charged to payors and payees per item 

delivered or received in accordance 

with their use of SFT price differential 

payment orders and all such payors and 

payees would be treated equally with 

respect to the fee. 

Therefore, the Commission believes 

that the Proposed Rule Change 

establishing a fee for the delivery and 

receipt of an SFT price differential 

payment order is designed to provide 

for the equitable allocation of reasonable 

dues, fees, and other charges among 

participants, consistent with Section 

17A(b)(3)(D) of the Act.33

C. Consistency With Rule 17Ad– 

22(e)(21) 

Rule 17Ad–22(e)(21) promulgated 

under the Act requires, in part, a 

covered clearing agency establish, 

implement, maintain and enforce 

written policies and procedures 

reasonably designed to be efficient and 

effective in meeting the requirements of 

its participants and the markets it 

serves, including the clearing agency’s 

clearing and settlement arrangements 

and the scope of products cleared or 

settled.34

As described above in Section II.A., 

DTC proposes to revise its Rules, 

Settlement Guide, and Fee Guide to be 

able to process SFTs arising from 

NSCC’s proposed SFT service. By doing 

so, DTC would assist NSCC to 

efficiently and effectively execute its 

new service, which is to clear and settle 

a new product. Also, as stated in 

Section II.B., the proposal would (i) 

provide a basis for DTC to accept and 

rely on the instructions from NSCC as 

special representative of DTC’s 

Participants for SFTs, and (ii) establish 

a new type of instructions for SFT price 

differential payment orders. As stated in 

Section II.C., the proposal would revise 

the look-ahead processing to 

accommodate SFTs and ensure that 

SFTs would be processed timely and 

efficiently. As stated in Section II.D., the 

proposal would also revise DTC’s fee 

guide to clearly establish a fee for SFT 

price differential payment orders, which 

are new transactions for DTC. Without 

such changes, NSCC would not be able 

to clear and settle SFTs at DTC. 

For the reasons stated above, the 

Commission believes that the Proposed 

Rule Change is reasonably designed to 

be efficient and effective in meeting the 

requirements of its participants and the 

market it serves, and consistent with 

Rule 17Ad–22(e)(21).35

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 36 and the rules 

and regulations promulgated 

thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act 37 that 

Proposed Rule Change SR–DTC–2022– 

002, be, and hereby is, approved.38

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–12011 Filed 6–3–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–412, OMB Control No. 

3235–0469] 

Proposed Collection; Comment 

Request; Extension: Rule 17Ad–17 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 17Ad–17, (17 CFR 

240.17Ad–17), under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.). The Commission plans to submit 

this existing collection of information to 

the Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Rule 17Ad–17 requires certain 

transfer agents and broker-dealers to 

make two searches for the correct 

address of lost securityholders using an 

information database without charge to 

the lost securityholders. In addition, 

paying agents are required to attempt to 

notify lost payees at least once. In 

addition, the entities also are required to 

maintain records relating to the searches 

and notifications. The Commission staff 

estimates that the rule applies to 

approximately 496 broker dealers and 

transfer agents, and 3,113 paying agent 

entities, including carrying firms, 

transfer agents, indenture trustees, 

custodians, and approximately 10% of 

issuers. The Commission staff estimates 

that the total annual burden for searches 

is approximately 183,813 hours and the 

total annual burden for paying agent 

notifications is approximately 38,913 

hours. In addition, approximately 5,968 

burden hours are associated with 

recordkeeping, representing an annual 

burden of 4,411 hours for the brokerdealers and transfer agents, and 1,557 

for paying agents. The Commission staff 

estimates that the aggregate annual 

burden is therefore approximately 


lotter on DSK11XQN23PROD with NOTICES1