Federal Register / Vol. 81, No. 26 / Tuesday, February 9, 2016 / Notices 6913 

6 17 CFR 200.30–3(a)(12). 

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). 

5Terms not otherwise defined herein have the 

meaning set forth in the DTC Rules, By-laws and 

Organization Certificate (‘‘DTC Rules’’), available at 

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

6Users choosing to access an SPR directly 

through the SPR Site could select to view the SPR 

in either a web browser format (‘‘Browser’’) or in 

a downloadable spreadsheet format 

(‘‘Spreadsheet’’). 

7CCF is a transmission system for input and 

output based on various protocols between the 

mainframe computer facility of a user of DTC’s 

services and DTC’s mainframe computer facility. 

8Available at http://www.dtcc.com/assetservices/issuer-services/spr-pricing. 

9Available at http://www.dtcc.com/∼/media/

Files/Downloads/legal/issue-eligibility/eligibility/

operational-arrangements.pdf. 

10Users need access to SPRs to identify 

Participants holding securities in order to conduct 

functions they perform relating to security holders, 

including but not limited to proxy and record date 

functions. 

11CCF delivery of SPRs may be requested by 

Users who have set up a link to interface with DTC 

through CCF. DTC does not charge Users for the 

establishment or maintenance of links to CCF. 

12Hardcopy delivery is utilized by a small 

number of Users on a ‘‘grandfathered’’ basis and is 

not currently available as an option for new Users. 

Upon implementation of the proposed rule change 

these grandfathered Users would be required to 

migrate to another available delivery method. 

13As mentioned above, all Users have the ability 

to obtain SPRs directly through the SPR Site. 

14See the Pricing Schedule, supra note 8. 

proposals (SR–NYSE–2015–31 and SR– 

NYSEMKT–2015–56). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02441 Filed 2–8–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77043; File No. SR–DTC– 

2016–002] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Regarding the 

Discontinuance of the Facsimile and 

Hardcopy Delivery Methods of Security 

Position Reports 

February 3, 2016. 

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 February 

1, 2016, The Depository Trust Company 

(‘‘DTC’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I and II below, which Items 

have been prepared by DTC. DTC filed 

the proposed rule change pursuant to 

Section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f)(6) thereunder.4 The proposed 

rule change was effective upon filing 

with the Commission. 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 by DTC 

would discontinue the options for Users 

(as defined below) to receive facsimile 

or hardcopy delivery of Security 

Position Reports (‘‘SPRs’’), as more fully 

described below.5 Users could continue 

to access SPRs using the other currently 

available methods that DTC makes 

available for all Users, namely either 

directly through the secure DTC Web 

site dedicated to SPR processing (‘‘SPR 

Site’’) 6 or by using DTC’s Computer-toComputer Facility (‘‘CCF’’).7 Consistent 

with the elimination of the facsimile 

and hardcopy methods described above, 

DTC would eliminate the provision in 

the DTC SPR Pricing Schedule (‘‘Pricing 

Schedule’’) 8 relating to a special charge 

for facsimile delivery of SPRs by DTC 

and make technical changes to text in 

the DTC Operational Arrangements 

(‘‘OA’’),9 as described below. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, 

DTC 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. DTC 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 

Background 

DTC may provide to Issuers, Trustees, 

and third party Agents authorized by 

the Issuer (collectively, ‘‘Users’’), 

listings of Participants’ holdings of 

Issuer Securities on a specific date for 

specific Securities, by CUSIP number. 

These listings are known as SPRs or 

Security Position Listings.10 DTC 

charges fees for providing SPRs, as set 

forth in the Pricing Schedule. 

All Users must be registered for the 

SPR Site and all requests for 

subscriptions or individual copies of 

SPRs must be made through the SPR 

Site. A User may request that the 

delivery of an SPR be made directly 

through the SPR Site in either Browser 

or Spreadsheet formats, by CCF,11 or by 

facsimile. Hardcopy delivery is also 

available for certain Users upon 

request.12 For reports covered by SPR 

subscriptions, Users do not pay an 

additional delivery fee regardless of 

delivery method. However, for reports 

not covered by SPR subscriptions, i.e., 

special requests and meeting record date 

requests, Users must pay an additional 

$25.00 charge for facsimile and 

spreadsheet delivery. 

DTC is proposing to eliminate the 

facsimile and hardcopy methods of SPR 

delivery for a number of reasons. First, 

doing so would improve efficiencies in 

terms of streamlining SPR processing 

away from more manually intensive 

delivery methods and thus lower costs 

to DTC. Second, eliminating physical 

delivery methods in favor of access to 

SPRs through electronic interface or 

transmission methods provides a higher 

level of security.13 Third, the 

elimination of these two delivery 

methods should not have a significant 

impact on Users because delivery of 

SPRs through facsimile and hardcopy 

delivery represents less than one 

percent of SPRs delivered. Fourth, there 

is no additional delivery-related charge 

to a User for access to SPRs via Browser 

or CCF, thus making those delivery 

options less costly for non-subscription 

Users that currently pay an additional 

charge of $25.00 for facsimile delivery 

per report.14

Although Users that have SPR 

subscriptions would no longer have the 

option to receive SPRs by facsimile or 

hardcopy, the cost savings to DTC of 

eliminating these delivery methods is 

ultimately cost savings to the Users. The 

elimination of the facsimile and 

hardcopy methods would balance the 

costs to DTC and obviate the need for 

DTC to raise its SPR subscription fees. 

Proposed Revisions to the Pricing 

Schedule and OA 

In connection with this proposal to no 

longer offer facsimile and hard copy 

[sic] delivery methods, DTC would 

update its Pricing Schedule to remove 

the $25.00 additional charge per report 

when facsimile service is specifically 

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6914 Federal Register / Vol. 81, No. 26 / Tuesday, February 9, 2016 / Notices 

15This proposed rule change does not change the 

additional $25.00 charge that applies to 

Spreadsheet delivery of special requests and record 

date meeting requests for SPRs. 

16Available at http://www.dtcc.com/spr. 

17 15 U.S.C. 78q–1(b)(3)(F). 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f)(6). 

20 Id. 

21 17 CFR 240.19b–4(f)(6)(iii). 

22For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

requested for special requests and 

record date meeting requests.15

The OA would also be amended in 

the section relating to SPRs to: 

(i) update references to the link to the DTC 

public Web page that provides information 

on SPR service options, pricing, and 

guidance on use of the SPR service,16 and 

(ii) remove text stating that SPRs may 

reflect Participant holdings in Securities of 

Trustees or third party Agents because an 

SPR reflects Participant holdings in the 

Security of an Issuer. 

Implementation 

The effective date of the proposed 

rule change would be February 4, 2016. 

2. Statutory Basis 

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

requires that the rules of the clearing 

agency be designed, inter alia, in 

general, to protect investors and the 

public interest. DTC believes the 

proposed rule change is consistent with 

this provision because (i) no longer 

offering facsimile and hardcopy delivery 

would promote efficiency and enhance 

security with respect to the delivery of 

SPRs to Users that are needed by Users 

to identify Participants holding 

Securities on the books of DTC and 

perform security holder-related 

functions, and (ii) the technical changes 

to the OA text described above would 

facilitate enhanced transparency for 

Users with respect to their use of the 

SPR service. Thus, by (i) facilitating 

efficient and secure delivery of SPR 

reports, and (ii) providing for enhanced 

transparency in the OA text relating to 

use of the SPR Service in this regard, the 

proposed rule change would protect 

investors and the public interest. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

DTC does not believe that the 

proposed rule change would have any 

impact or impose any burden on 

competition because it would not have 

a material effect on User access to SPRs. 

All Users would continue to be required 

to register for the SPR Site in order to 

gain access to SPRs, as described above, 

and each User would have the same 

ability as other Users to obtain SPRs that 

it is authorized to access. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

DTC has not solicited and does not 

intend to solicit comments regarding the 

proposed rule change. DTC has not 

received any unsolicited written 

comments from interested parties. To 

the extent DTC receives written 

comments on the proposed rule change, 

DTC will forward such comments to the 

Commission. DTC has discussed the 

proposed discontinuance of facsimile 

and hardcopy delivery of SPRs with 

Users that have used those methods of 

delivery to receive SPRs. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

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; and 

(iii) become operative for 30 days 

from the date on which it was filed, or 

such shorter time as the Commission 

may designate, it has become effective 

pursuant to Section 19(b)(3)(A) 18 of the 

Act and Rule 19b–4(f)(6) thereunder.19

A proposed rule change filed under 

Rule 19b–4(f)(6) 20 normally does not 

become operative for 30 days after the 

date of filing. However, pursuant to 

Rule 19b–4(f)(6)(iii) 21 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. 

DTC has asked the Commission to 

waive the 30-day operative delay so that 

the proposal may become operative 

immediately upon filing. According to 

DTC, the proposed rule change does not 

present any novel or controversial 

issues. Rather, DTC is merely enhancing 

its process for delivery of SPRs to Users 

to facilitate efficiency and security in 

DTC’s processing of SPR requests in a 

way that would not have a material 

effect on User access to SPRs. 

Accordingly, the Commission believes 

that waiving the 30-day operative delay 

is consistent with the protection of 

investors and the public interest as it 

will allow DTC to facilitate efficiency 

and security in processing SPRs. 

Therefore, the Commission designates 

the proposed rule change to be operative 

upon filing.22

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 (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

DTC–2016–002 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–DTC–2016–002. 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 Web site (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 Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of DTC and on DTCC’s Web site 

(http://dtcc.com/legal/sec-rulefilings.aspx). All comments received 

will be posted without change; the 

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Federal Register / Vol. 81, No. 26 / Tuesday, February 9, 2016 / Notices 6915 

23 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. 76686 

(December 18, 2015), 80 FR 80422 (December 24, 

2015) (SR–OCC–2015–018). 

4Members of the TC will not need to be 

technology experts. 

5 15 U.S.C. 78s(b)(2)(C). 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 17 CFR 240.17Ad–22(d)(8). 

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–DTC– 

2016–002 and should be submitted on 

or before March 1, 2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02438 Filed 2–8–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77042; File No. SR–OCC– 

2015–018] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Order 

Approving the Adoption of a Charter of 

a New Committee of The Options 

Clearing Corporation’s Board of 

Directors, the Technology Committee 

February 3, 2016. 

On December 8, 2015, The Options 

Clearing Corporation (‘‘OCC’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change SR–OCC–2015– 

018 pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

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

On December 24, 2015, the proposed 

rule change was published for comment 

in the Federal Register.3 The 

Commission did not receive any 

comments on the proposed rule change. 

This order approves the proposed rule 

change. 

I. Description 

OCC is adopting a Charter for a new 

committee of OCC’s Board of Directors 

(‘‘Board’’), the Technology Committee 

(‘‘TC’’). Additionally, OCC is adding a 

description of the TC into Article III, 

Section 9 of OCC’s By-Laws. The Board 

formed the TC in order to enhance the 

Board’s understanding and oversight of 

key technology, information security, 

and cyber-security risk issues at OCC. 

Consistent with OCC’s other Board-level 

committee charters, the TC Charter sets 

forth: (i) The purpose, functions, and 

responsibilities of the TC; and (ii) the 

composition and organization of the TC. 

As set forth in the TC Charter, the TC 

will be responsible for: (i) Overseeing 

major information technology (‘‘IT’’) 

related strategies, projects, and 

technology architecture decisions; (ii) 

monitoring whether OCC’s IT programs 

effectively support OCC’s business 

objectives and strategies; (iii) 

monitoring OCC’s IT risk management 

efforts as well as the security of OCC’s 

information systems and physical 

security of information system assets; 

and (iv) conferring with OCC’s senior IT 

management team and informing the 

Board on IT-related matters. 

Further, and with respect to the TC 

Charter’s role in the oversight of OCC’s 

IT strategy and projects, the TC Charter 

provides that the TC will be specifically 

tasked with: (i) Evaluating OCC’s IT 

strategy, including the financial, 

tactical, and strategic benefits of IT 

projects and technology architecture 

initiatives; (ii) critically reviewing IT 

projects and technology architecture 

decisions, including review of the 

process related to approval of capital 

expenditures as they relate to IT 

projects; and (iii) making 

recommendations to the Board with 

respect to IT-related projects and 

investments that require Board 

approval. In addition, the TC Charter 

will require that the TC: (i) Monitor the 

quality and effectiveness of OCC’s IT 

and physical security, including 

periodically reviewing and appraising 

OCC’s disaster recovery capabilities and 

crisis management plans; (ii) in 

coordination and cooperation with the 

Audit Committee of the Board, monitor 

the quality and effectiveness of OCC’s IT 

systems and processes that relate to or 

affect OCC’s internal controls and assess 

OCC’s management of IT-related 

compliance risks; (iii) report to the 

Board and the Audit Committee about 

IT risks and controls; and (iv) serve in 

an advisory role with respect to IT 

decisions at OCC. In connection with 

carrying out its responsibilities, the TC 

will also, in general, inform and make 

recommendations to the Board and 

other Board-level committees with 

respect to IT-related matters. 

The TC Charter will provide that the 

TC be comprised of three or more 

directors, and meet at least four times 

per year.4 The TC will function in a 

manner similar to the other Board-level 

committees in that it will have the 

ability to hire specialists and meet in 

executive session as well as be required 

to report to the Board on an annual 

basis. The TC will also have to annually 

confirm to the Board that its 

responsibilities, as set forth in the TC 

Charter, have been carried out and 

evaluate its and its members’ 

performance on a regular basis. 

II. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act 5 directs 

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if it finds that the rule 

change, as proposed, is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to such organization. 

The Commission finds that the 

proposed rule change is consistent with 

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

section requires, among other things, 

that the rules of a clearing agency 

promote the prompt and accurate 

clearance and settlement of securities 

transactions.6 The rule change should 

enhance the effectiveness of the Board’s 

oversight on OCC’s business and 

operational processes. Specifically, it 

should enhance technology-related 

processes (such as disaster recovery and 

crisis management plans), as well as IT 

systems that relate to internal controls 

and compliance risks, through a 

dedicated Board-level committee’s 

oversight of such processes. 

Accordingly, the proposed rule change 

will increase the likelihood that OCC’s 

technology processes work as expected, 

including those processes tied to the 

clearance and settlement of securities 

transactions. 

Additionally, the Commission finds 

that the proposed rule change is 

consistent with Rule 17Ad–22(d)(8). 

This rule requires a clearing agency’s 

the written policies and procedures to: 

(i) Have governance arrangements that 

are clear and transparent to fulfill the 

public interest requirements in Section 

17A of the Act; (ii) support the 

objectives of OCC’s owners and 

participants; and (iii) promote the 

effectiveness of OCC’s risk management 

procedures.7 First, the TC Charter 

delineates a clear and transparent 

governance arrangement designed to 

increase the likelihood that OCC’s 

technology processes work as expected 

(including those processes tied to the 

clearance and settlement of securities 

transactions). By increasing the 

likelihood that OCC’s technology 

processes work as expected, the TC 

Charter also supports the objective of 

OCC’s owners and participants to 

promote the prompt and accurate 

clearance and settlement of securities 

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