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###### Securities and Exchange Commission

          - [Release No. 34-61476; File No. SR-DTC-2010-02]

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),[1]                                          notice is hereby given that on January 15, 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)(ii) of the Act [2]                                          and Rule 19b-4(f)(2) [3]                                          thereunder so that the proposal was effective upon filing with the Commission. The Commission is publishing this notice to solicit                           ( print page 6753)                        comments on the proposed rule change from interested persons.                

## 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 establish fees related to Invitation To Cover Short Requests.

## 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] 

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

                    The purpose of the proposed rule change is to establish fees related to Invitation To Cover Short Requests. The proposed changes would create a Generation of Invitation To Cover Short Request fee of $300 per each submission received by DTC and would also create an hourly  Extraordinary Processing/Research Fee of $100 per hour to cover the significant manual  processing cost associated with the service. These proposed fee revisions are consistent with  DTC's overall pricing philosophy of aligning service fees with underlying costs and of  discouraging manual and exception processing. The proposed changes to DTC's Fee Schedule  can be found in Exhibit 5 to proposed rule change SR-DTC-2010-02 at                      *http://www.dtcc.com/​downloads/​legal/​rule_​filings/​2010/​dtc/​2010-02.pdf.*

                    DTC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act [5]                                          and the rules and regulations thereunder applicable to DTC because the proposed rule change updates DTC's fee schedule and provides equitable allocation of fees among its Participants.                

### (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)(ii) of the Act [6]                                          and Rule 19b-4(f)(2) [7]                                          thereunder because the proposed rule change is establishing or changing a due, fee, or other charge applicable only to a member. 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 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

    - 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 rule-comments@sec.gov.                      Please include File No. SR-DTC-2010-02 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-2010-02. 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/​2010-02.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-2010-02 and should be submitted on or before March 3, 2010.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated  authority.[8] 

Florence E. Harmon,

Deputy Secretary. 

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             15 U.S.C. 78s(b)(3)(A)(ii).                    
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3.                             17 CFR 240.19b-4(f)(2).                    
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4.                             The Commission has modified the text of the summaries prepared by DTC.                    
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5.                             15 U.S.C. 78q-1.                    
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6.                             15 U.S.C. 78s(b)(3)(A)(ii).                    
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7.                             17 CFR 240.19b-4(f)(2).                    
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8.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2010-2858 Filed 2-9-10; 8:45 am]

BILLING CODE 8011-01-P