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Notice

Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Enable Issuers To Send Corporate Action Announcements in Machine Readable Format

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June 5, 2012.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),[1] notice is hereby given that on May 25, 2012, The Depository Trust Company (“DTC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I and II below, which items have been prepared primarily by DTC. DTC filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act and Rule 19b-4(f)(4) thereunder so that the proposed rule change was effective upon filing with the Commission.[2] The Commission is publishing this notice to solicit comments on the proposed rule change from interested parties.

I. Self-Regulatory Organization's Statement of the Terms of the Substance of the Proposed Rule Change

The purpose of this proposed rule change is to update DTC's corporate action service in order to enable issuers to send to DTC dividend announcements on sponsored American Depositary Receipts (“ADRs”) using eXtensible Business Reporting Language (“XBRL”) through DTC's Worldwide Announcement Validation Enrichment System platform (“WAVE”).

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 these statements.[3]

(A) Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

(1) Purpose

DTC routinely receives corporate action information from issuers and issuers' transfer agents and currently makes such information available to DTC participants.[4] In an effort to improve the accuracy in the announcing and processing of corporate action events, DTC plans to phase in the acceptance of corporate action announcements in XBRL. XBRL technology provides issuers with the ability to “tag” specific data elements describing the event in the announcements and documentations they distribute. Those tagged documents can then be electronically transmitted to DTC, and DTC can load the pertinent data elements directly into DTC's WAVES platform for announcement to DTC participants.

Beginning in the third quarter of 2012, DTC will start accepting XBRL formatted documents through WAVES for dividend announcements on sponsored ADRs. Following the introduction of the acceptance of XBRL formatted dividend announcements for sponsored ADRs, DTC expects to extend the acceptance of XBRL formatted corporate action announcement documents to unsponsored ADR programs, ordinary securities, and additional corporate action event types. The acceptance of XBRL technology for corporate action announcements should help minimize the possibility of data entry errors and should improve the timeliness of providing information to DTC participants. It should also help further straight-through-processing efforts.

(2) Statutory Basis

The proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to DTC because the proposed changes should make the process for notifying DTC participants of corporate actions timelier and more efficient and should help minimize errors, which should in turn should facilitate the prompt and accurate clearance and settlement of securities transactions.

(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 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 proposed rule change has become effective upon filing pursuant to Section 19(b)(3)(A)(iii) of the Act) [5] and Rule 19b-4(f)(4) [6] thereunder because it is effecting a change in an existing service of DTC that does not adversely affect the safeguarding of securities or funds in the custody or control of DTC or for which it is responsible and does not significantly affect the respective rights or obligations of DTC or persons using the service. At any time within sixty days of the filing of such 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

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 submission should refer to File Number SR-DTC-2012-04. 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 Section, 100 F Street NE., Washington, DC 20549-1090, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filings will also 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/2011/dtc/2012-04.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-2012-04 and should be submitted on or before July 2, 2012.

For the Commission by the Division of Trading and Markets, pursuant to delegated authority.7

Kevin M. O'Neill,

Deputy Secretary.

Footnotes

2.  15 U.S.C. 78s(b)(3)(A)(iii) and 17 CFR 240.19b-4(f)(4).

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3.  The Commission has modified the text of the summaries prepared by DTC.

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4.  Some of the more common corporate actions are dividend payments, interest payments, voluntary tender offers, and redemption of municipal and corporate bonds.

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5.  15 U.S.C. 78s(b)(3)(A)(iii).

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[FR Doc. 2012-14032 Filed 6-8-12; 8:45 am]

BILLING CODE 8011-01-P