[Federal Register Volume 75, Number 100 (Tuesday, May 25, 2010)]
[Notices]
[Pages 29374-29375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-12508]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-62119; File No. SR-DTC-2010-08]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Revise Its Procedures Regarding the Participant Tender Offer Program
Function
May 18, 2010.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on April 29, 2010, 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
primarily by DTC. DTC filed the proposal pursuant to Section
19(b)(3)(A)(iii) of the Act \2\ and Rule 19b-4(f)(4) \3\ thereunder so
that the proposal was effective upon filing with the Commission. 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\ 15 U.S.C. 78s(b)(3)(A)(iii).
\3\ 17 CFR 240.19b-4(f)(4).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The purpose of the proposed rule change is to revise DTC's
Procedures regarding the Participant Tender Offer Program function.
II. Self-Regulatory Organization'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.\4\
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\4\ The Commission has modified the text of the summaries
prepared by DTC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
DTC distributes information to Participants regarding the
reorganization activity that it handles.\5\ Upon receiving notice of
such reorganization activity, Participants may use DTC's Participant
Tender Offer Program (``PTOP'') function to elect participation in the
reorganization event and to place related instructions for DTC to
process. Current examples of reorganization activity managed through
the PTOP function include the processing of voluntary corporate
actions, tenders and exchanges, cash conversions, and mandatory event
processing of mergers with elections.
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\5\ Generally, this information is distributed through the
Participant Tender Offer Program Function (``PTOP'') or the
Reorganization Inquiry for Participants (``RIPS'') function of the
Participant Terminal System (``PTS'').
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In an effort to promote the use of a streamlined and efficient
process for making elections regarding corporate action events, DTC
proposes updating its Procedures to reflect that Participants may use
the PTOP function to facilitate the processing of corporate action
events that DTC deems appropriate.\6\ Because of the large number of
corporate action events in which Participants may make elections, DTC
believes the ability to process such events through the PTOP function
would provide Participants with the efficiency benefits that result
from automation. For instance, Participants could identify appropriate
tax treatment prior to allocation which would help decrease alternative
reliance on the reclaim process. DTC believes this proposal would also
offer greater automation and efficiency to consent solicitation
collection, which is currently a manual and paper-driven process.
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\6\ The proposed changes to DTC's Procedures can be found in
Exhibit 5 to proposed rule change SR-DTC-2010-08 at http://www.dtcc.com/downloads/legal/rule_filings/2010/dtc/2010-08.pdf.
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DTC believes the proposed rule change is consistent with the
requirements of Section 17A of the Act \7\ and the rules and
regulations thereunder applicable to DTC because the proposed rule
change promotes efficiencies in the clearance and settlement of
securities transactions by revising DTC's Procedures to promote use of
the PTOP function for elections in corporate action events.
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\7\ 15 U.S.C. 78q-1.
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(B) Self-Regulatory Organization's Statement on Burden on Competition
DTC does not believe that the proposed rule change will have any
impact or impose any burden on competition.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants, or Others
Written comments relating to the proposed rule change have not yet
been solicited or received. DTC will notify the Commission of any
written comments received by DTC.
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)(iii) of the Act \8\ and Rule 19b-4(f)(4) \9\ thereunder
because the proposed rule change effects a change in an existing
service of a registered clearing agency that: (i) Does not adversely
affect the safeguarding of securities or funds in the custody or
control of the clearing agency or for which it is responsible and (ii)
does not significantly affect the respective rights or obligations of
the clearing agency or persons using the service. At any time within
sixty days of the filing of such rule change, the Commission may
summarily abrogate such rule change if it appears to the Commission
that such action is necessary or appropriate in the public interest,
for the protection of
[[Page 29375]]
investors, or otherwise in furtherance of the purposes of the Act.
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(4).
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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
Electronic comments may be submitted by using the
Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml), or
Send an e-mail to [email protected]. Please include
File No. SR-DTC-2010-04 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-DTC-2010-08. This file
number should be included on the subject line if e-mail 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 Section, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of such filings also will be available for
inspection and copying at the principal office of DTC and on DTC's Web
site at http://www.dtcc.com/downloads/legal/rule_filings/2010/dtc/2010-08.pdf. 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-DTC-
2010-08 and should be submitted on or before June 15, 2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-12508 Filed 5-24-10; 8:45 am]
BILLING CODE 8010-01-P