diff --git a/Resources/Documents/DTC/SR-DTC-2021-003.md b/Resources/Documents/DTC/SR-DTC-2021-003.md new file mode 100644 index 0000000..74d822d --- /dev/null +++ b/Resources/Documents/DTC/SR-DTC-2021-003.md @@ -0,0 +1,419 @@ +**[Source](https://www.dtcc.com/-/media/Files/Downloads/legal/rule-filings/2021/DTC/SR-DTC-2021-003-Approval-Notice.pdf)** + +SECURITIES AND EXCHANGE COMMISSION +(Release No. 34-91336; File No. SR-DTC-2021-003) +March 16, 2021 +Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and +Immediate Effectiveness of a Proposed Rule Change to Remove the Requirement for +Participants to Submit Monthly Position Confirmations and Clarify Participant +Obligation to Reconcile Activity on a Regular Basis +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 March 9, 2021, 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 Act3 +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 of The Depository Trust Company (“DTC”) would +eliminate the requirement that a Participant must confirm its activity statements monthly +through DTC’s Participant Inquiry Notification System (“PINS”) system. Pursuant to the +proposed rule change, this requirement would be removed from the DTC PTS/PBS + +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). +2 +Functions Guides5 + (“PTS/PBS Guides”), as described below. In addition, the proposed +rule change would revise and add text to clarify Participants’ ongoing obligations to +reconcile their respective transaction activity as set forth in the ClaimConnectTM Service +Guide, Custody Service Guide, Deposits Service Guide, Distributions Service Guide, +Redemptions Service Guide, Reorganizations Service Guide, Settlement Service Guide +and Underwriting Service Guide (“Service Guides”).6 + +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. + +5 Available at http://www.dtcc.com/settlement-and-asset-services/edl-ptspbsfunction-guides. +6 Available at https://www.dtcc.com/legal/rules-and-procedures. The service +guides constitute Procedures of DTC. Pursuant to the Rules, the term +“Procedures” means the Procedures, service guides, and regulations of DTC +adopted pursuant to Rule 27, as amended from time to time. See Rule 1, Section +1, infra note 2. DTC’s Procedures are filed with the Securities and Exchange +Commission (“Commission”). They are binding on DTC and each Participant in +the same manner as they are bound by the Rules. See Rule 27, infra note 2. +3 +(A) Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, +the Proposed Rule Change +1. Purpose +The proposed rule change of DTC would eliminate the requirement that a +Participant must confirm its activity statements monthly through PINS. Pursuant to the +proposed rule change, this requirement would be removed from the PTS/PBS Guides7 +, as +described below. In addition, the proposed rule change would revise and add text to +clarify Participants’ ongoing obligations to reconcile their respective transaction activity +and other information as set forth in the Service Guides. +Background +DTC provides regular reports and statements to Participants showing their +settlement activity; this includes activity, risk control monitoring and settlement reports. +The Procedures of DTC require Participants to reconcile both their activity and positions +with DTC upon receipt of applicable daily activity statements at the end of each day and +to immediately report any discrepancies.8 + Participants must also provide a month-end +confirmation of their activity.9 +With respect to the month-end confirmation, the PTS/PBS Guides require each +Participant to reconcile and confirm with DTC its month-end securities positions listed on + +7 Available at http://www.dtcc.com/settlement-and-asset-services/edl-ptspbsfunction-guides. +8 See Settlement Service Guide, see supra at 6. +9 See PTS/PBS Guides (PIAR-PUTS), available at http://www.dtcc.com/- +/media/Files/Downloads/Settlement-Asset-Services/EDL/PTS_Functions_P2.pdf +at 20-21. +4 +its DTC monthly statement of positions (“Monthly Position Statement”).10 + No later than +the 10th business day after the last Friday of the month, the Participant must confirm the +accuracy of the position statement electronically via PINS.11 + +If a Participant has more than one account, it must confirm the Monthly Position +Statement for each account. Also, a partner or officer of the Participant must perform the +end-of-month confirmation at least once in a 12-month period.12 +Pursuant to the PTS/PBS Guides, failure by a Participant to confirm within the +prescribed schedule will subject it to fines, pursuant to DTC’s Rule 21. A first +occurrence will cause the Participant to receive a warning letter of a failure to provide +timely confirmation. For a second occurrence, a fine of $150 will be charged. Each +subsequent occurrence will be subject to a $300 fine. Occurrences are determined on a +moving 12-month period. +DTC believes that the requirement for Participants to submit a month-end +confirmation of positions is no longer necessary for DTC or its Participants to ensure +prompt and accurate reconciliations by Participants of their activity. In the past, +Participants frequently received hard copy reports relating to their DTC activity, which +could take longer to process and reconcile than electronic reports. Today, reports and +statements are offered exclusively in electronic form, which facilitates the daily +reconciliation of activity by Participants in a prompt and accurate manner through +automated means. In this regard, DTC proposes to eliminate the requirement set forth in + +10 Id. +11 Id. +12 Id. +5 +the PTS/PBS Guides for Participants to submit a month-end confirmation, as described +below. In this regard, an affirmative confirmation of positions would no longer be +required and the functionality for such an affirmative confirmation would be +decommissioned. +In addition, DTC proposes to further clarify, within the Service Guides, +Participants obligations to regularly reconcile their activity daily; and also, as applicable, +refine text contained in certain Service Guides relating to Participants obtaining and +reconciling certain corporate actions-related information that they may use in connection +with their use of DTC’s services, as described below. The proposed rule change would +add contact information to the text of the Service Guides for a Participant to report to +DTC any discrepancies in information, reports and statements provided to it by DTC on +the Participant’s activity and positions, as described below. +Proposed Rule Change +PTS/PBS Guides +As mentioned above, the requirement that DTC proposes to remove, as described +above, for a Participant to perform a month-end confirmation of its activity is set forth in +the PTS/PBS Guides. In this regard, the proposed rule change DTC would delete the +following text from the applicable section13 of the PTS/PBS Guides: +“ About End of Month Confirmation Procedures +DTC procedures require you to reconcile and confirm with DTC your month-end +positions listed on the DTC Monthly Position Statement. No later than the 10th + +13 See supra note 9. +6 +business day after the last Friday of the month, you must confirm the accuracy of +the position statement electronically via PINS. DTC will send a reminder notice +of the confirmation due date via an electronic message posted on the PINS +Bulletin Board. +If you have multiple accounts, you must confirm the end-of-month position +statement for each account. Also, a partner or officer of the participant firm must +perform the end-of-month confirmation at least once in a 12-month period. +Note- You may need a new password or password reset, which can be obtained by +contacting your relationship manager. This must be accomplished within the 10- +day confirmation period. +You must ensure adequate backup to fulfill this ongoing requirement. +Failure to confirm within the prescribed schedule will subject you to fines, +pursuant to DTC's Rule 21. (DTC's rules are available at +https://login.dtcc.com/dtcorg) You will receive a warning letter for the first +occurrence of a failure to provide timely confirmation. For a second occurrence, a +fine of $150 will be charged. Each subsequent occurrence will be subject to a +$300 fine. Occurrences are determined on a moving 12-month period. +If you need help with obtaining passwords or have questions about this procedure, +please contact your relationship manager. For help with using the PTS function +PINS or the Web version (available at https://login.dtcc.com/dtcorg), please call +1-(888) 382-2721 and select option 6. +7 +To view the procedures and screens for processing end of month confirmations, +click here. + Associated Products +PINS is used in association with all of DTC's services and products. +_________________________________________________________________ +List of Procedures: +_________________________________________________________________ +Accessing the Bulletin Board +Use the following procedure to access the Bulletin Board where you can view +global notices as well as your own notices. +1 Type PINS on the Enter Function screen and press ENTER. +Result- The PINS Menu appears. +2 Press PF3/15. +Result- The Bulletin Board Notice List appears. +3 Press PF6/18 or type X to the left of a selected notice and press +ENTER to view details for a notice. +Result- The Bulletin Board Inquiry screen appears. +Note- If you pressed PF6/18 you will be able to go through all the +notices on the list using the scrolling keys. +Inquiring About End of Month Confirmations +Use the following procedure to view information about your End of Month +confirmations. +8 +1 Type PINS on the Enter Function screen and press ENTER. +Result- The PINS Menu appears. +2 Type 6 in the Enter Option field and press ENTER. +Result- The End of Month Confirmation Inquiry screen appears, +displaying your notification confirmations for the past thirteen months +and the status of each. +Processing an End of Month Confirmation +Use the following procedure to confirm outstanding end of month confirmations +or add new notifications. +1 Type PINS on the Enter Function screen and press ENTER. +Result- The PINS Menu appears. +2 Type 11 in the Enter Option field and press ENTER. +Result- The End of Month Confirmation Initialization screen appears. +Note- If a partner or officer of your company has not executed the +confirmation process within the last twelve months, a message +indicating this is displayed and you will not be able to continue this +process. In this case, contact your relationship manager. +3 Refer to the Field Descriptions for the End of Month Confirmation +Initialization screen and type the appropriate information in the entry +fields provided, then press ENTER. +Result- The End of Month Confirmation Browse screen appears, +displaying the open notifications for the specified month and year. +4 Optional. To view detailed information about the notifications, press +PF6/18. +Result- The Notification Inquiry screen appears. You can use the +scrolling keys to display the information for all items for the specified +month and year. +Note- You can also display the details for a specific item on the End +of Month Confirmation Browse screen by typing any character to the +9 +left of the item and pressing ENTER. The Notification Inquiry screen +appears. +5 Optional. To add a notification, press PF4/16. +Result- The Activity Code List screen appears. +6 Optional. Type the appropriate code in the Enter Activity Code field +and press ENTER. +Result- The Notification Add screen appears. +7 Optional. Refer to the Field Descriptions for the Notification Add +screen and type the appropriate information in the entry field +provided, then press PF1/13. +Result- The notification is added. +8 Optional. Press PF6/18. +Result- The End of Month Confirmation Browse screen appears, +displaying the notification you added. +9 Optional. To view the details of one or more notifications, see Step 4. +To add another notification, see Steps 5 to 7. +10 Press PF1/13 to confirm the notifications for the specified month and +year. +Result- The message 'End of month confirmation has been finalized' +appears.” +Service Guides +In addition, to provide added clarity regarding a Participant’s obligation to +reconcile its activity daily, DTC would add the following text to the “Overview” section +of each of the Service Guides:14 + +14 These Service Guides, consistent with the term defined above, include the +ClaimConnectTM Service Guide, Custody Service Guide, Deposits Service Guide, +Distributions Service Guide, Redemptions Service Guide, Reorganizations +Service Guide, Settlement Service Guide and Underwriting Service Guide. See +also, supra note 6. +10 +“Note: It is the sole responsibility of Participants to perform a daily reconciliation +of their activity and positions with the information, reports and statements +provided by DTC. Participants must immediately report to DTC any discrepancy +between their activity and positions with the information, reports and statements +provided by DTC or other issues relating to the accuracy of the information, +reports and statements provided by DTC. Such reports must be made to DTC by +(i) calling the Client Support hotline at 1-888-382-2721 (and selecting Option 1, +Option 1) to speak with a DTC representative and (ii) providing a written detailed +description of the discrepancy to the DTC representative, or as otherwise directed +by DTC in writing. DTC shall not be liable for any loss resulting or arising +directly or indirectly from mistakes, errors, or omissions related to the +information, reports or statements provided by DTC, other than those caused +directly by gross negligence or willful misconduct on the part of DTC.” +In addition, to promote consistency among the Service Guides in this regard, DTC +would delete the following text as it appears in the “Overview” section of the Deposits +Service Guide because it would be replaced by the above. +“Warning! Although DTC makes every effort to provide Participants with timely +information with respect to deposit activity, Participants are primarily +responsible for maintaining such information for purposes of their own +bookkeeping. It is recommended that every Participant reconcile its records with +information provided by DTC before and after making a deposit and before and +after any critical dates.” +11 +Also, to promote consistency among the Service Guides in this regard, DTC +would delete the following text as it appears in the “Overview” section of the Settlement +Service Guide because it would be replaced by the above. +“Note- Although DTC makes every effort to provide the Participant with timely +information, the Participant is primarily responsible for obtaining such +information without reliance on DTC. DTC recommends that Participants +reconcile their records with DTC's records before any critical dates or cutoff +times.” +Furthermore, DTC would delete the following text as it appears in the +“Overview” section of the Distributions Service Guide relating to obtaining and +reconciling certain corporate actions-related information and replace it with text revised +for further clarity in this regard, as more fully described below: +“Note: Although DTC makes every effort to provide you with timely information +regarding income payments, you are primarily responsible for obtaining such +information without reliance on DTC. We recommend that you reconcile your +records with DTC's in advance of dividend or interest payable dates.” +Also, DTC would delete the following text as it appears in the “Overview” section +of the Redemptions Service Guide relating to obtaining and reconciling certain corporate +actions-related information and replace it with text revised for further clarity in this +regard, as more fully described below: +12 +“Note: Although DTC makes every effort to provide you with timely information +regarding redemption and maturity payments, you are primarily responsible for +obtaining such information without reliance on DTC. We recommend that you +reconcile your records with DTC’s in advance of redemption or maturity payable +dates.” +DTC would delete the following text as it appears in the “Overview” section of +the Reorganizations Service Guide relating to obtaining and reconciling certain corporate +actions-related information and replace it with text revised for further clarity in this +regard, as more fully described below: +“Note: +This guide provides information regarding DTC’s processing of reorganization +events. DTC obtains this information from sources it believes to be reliable, but +DTC does not represent the accuracy, adequacy, timeliness, completeness or +fitness for any particular purpose of this information, which is provided as is. +Furthermore, this information is subject to change. Participants should +independently obtain, monitor and review any available documentation relating to +the reorganization activity and verify information obtained from DTC. In +addition, nothing contained in such information shall relieve participants of their +responsibility under DTC’s Rules and Procedures to check the accuracy of this +information.” +13 +DTC would replace the text deleted from the Distributions, Redemptions and +Reorganizations Service Guides, as proposed above, with the following: +“Subject to the terms of the “Important Legal Information” section, while DTC +endeavors to provide Participants with timely and accurate information with +respect to Distributions, Redemptions, and Reorganizations events, Participants +are responsible for monitoring, obtaining and confirming such information +without reliance on DTC, and for reconciling their records in advance of any +critical dates, including, but not limited to, dividend, interest payable, redemption, +maturity payable, and voluntary and mandatory reorganizations dates.” +Effective Date +The proposed rule change would become effective upon filing. +2. Statutory Basis +Section 17A(b)(3)(F) of the Securities Exchange Act of 1934 (“Act”),15 requires +that the rules of the clearing agency be designed, inter alia, to promote the prompt and +accurate clearance and settlement of securities transactions. DTC believes that the +proposed rule change is consistent with this provision of the Act. +The proposal would eliminate an outdated requirement that Participants perform +month-end confirmations, as described above. By removing this requirement, +Participants would be able to allocate the time they spend on month-end confirmations to +other DTC-related activities as they deem necessary, including performance of daily +reconciliations. By removing an obligation that DTC believes in no longer necessary to + +15 15 U.S.C. 78q-1(b)(3)(F). +14 +facilitate the prompt and accurate reconciliation of Participant reports, and by facilitating +Participants’ ability to allocate the associated resources to other activities relevant to their +DTC activity, including checking the accuracy of daily activity statements and reports +relating to activity at DTC, DTC believes the proposed rule change would promote the +prompt and accurate clearance and settlement of securities transactions. +The proposed changes to revise and add text to clarify Participants’ ongoing +obligations to reconcile their respective transaction activity in the Service Guides will +enhance the clarity and transparency of the Service Guides. By enhancing the clarity and +transparency of the Service Guides, the proposed changes would allow Participants to +more efficiently and effectively conduct their business in accordance with the Service +Guides, which DTC believes would promote the prompt and accurate clearance and +settlement of securities transactions. +Therefore, for the above reasons, DTC believes that the proposed rule change +helps promote the prompt and accurate clearance and settlement of securities +transactions, consistent with Section 17(A)(b)(3)(F) of the Act.16 +(B) Clearing Agency’s Statement on Burden on Competition +DTC does not believe that the proposed rule change will have any impact on +competition because the elimination of the requirement of a month-end confirmation by +Participants, as described above, will merely change the ability of Participants to review +and reconcile their activity with DTC in a prompt and accurate manner and not otherwise +affect Participants’ rights or obligations. The proposed changes to revise and add text to +clarify Participants’ ongoing obligations to reconcile their respective transaction activity + +16 Id. +15 +in the Service Guides will merely enhance the clarity and transparency of the Services +Guides and would not affect DTC’s operations or the rights or obligations of the +Participants. +(C) Clearing Agency’s Statement on Comments on the Proposed Rule Change +Received from Members, Participants, or Others +Written comments relating to this proposed rule change have not 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)17 +of the Act and paragraph (f)18 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 + +17 15 U.S.C 78s(b)(3)(A). +18 17 CFR 240.19b-4(f). +16 +(http://www.sec.gov/rules/sro.shtml); or + Send an e-mail to rule-comments@sec.gov. Please include File Number +SR-DTC-2021-003 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-2021-003. 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 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 DTC and on DTCC’s website (http://dtcc.com/legal/sec-rulefilings.aspx). All comments received will be posted without change. Persons submitting +comments are cautioned that we do not redact or edit personal identifying information +17 +from comment submissions. You should submit only information that you wish to make +available publicly. All submissions should refer to File Number SR-DTC-2021-003 and +should be submitted on or before [insert date 21 days from publication in the Federal +Register]. +For the Commission, by the Division of Trading and Markets, pursuant to +delegated authority.19 +J. Matthew DeLesDernier +Assistant Secretary + +19 17 CFR 200.30-3(a)(12).