Start Preamble March 12, 2002.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934Start Printed Page 12071(“Act”),^[1] notice is hereby given that on August 31, 2001, 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. 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 Substance of the Proposed Rule Change

The proposed rule change consists of technical language changes to DTC Rules 1, 18, 27, and 28. The language changes concern officer titles and the methods of amending DTC's procedures, services guides, and regulations.

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.

(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 modify DTC's Rules to eliminate references to officer titles that are obsolete and to clarify the method by which DTC's procedures, services guides, and regulations can be amended. The proposed rule change will also expand the term “procedures,” as defined under Rule 1, to include service guides and regulations.

Rules 18 allows certain DTC officers and directors to waive or suspend rules and procedures and Rule 28 allows certain officers and directors to act under delegated authority from the board of directors on behalf of DTC. The proposed rule change would delete references to “Executive Vice President” and “Senior Vice President” as officers of DTC and add a reference to “Managing Director.” At present, Rule 27 allows the board of directors to delegate authority to the chairman of the board to prescribe procedures for DTC. Under the proposed rule change, DTC's board also may extend this authority to any DTC officer referenced in the board's delegation resolution.

The proposed rule change is consistent with section 17A of the Act and the rules and regulations thereunder applicable to DTC because it would promote the prompt and accurate clearance and settlement of securities transactions because it would clarify and update DTC's Rules.

(B) Self-Regulatory Organization's Statement on Burden on Competition

DTC perceives no impact on competition by reason of the proposed rule change.

(C) Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others

Written comments from DTC participants have not been solicited or received on the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

Within thirty-five days of the date of publication of this notice in the Federal Register, or within such longer period: (i) As the Commission may designate up to ninety days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which DTC consents, the Commission will:

(A) By order approve such proposed rule change or

(B) Institute proceedings to determine whether the proposed rule change should be disapproved.

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. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 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 inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of DTC. All submissions should refer to File No. SR-DTC-2001-16 and should be submitted by April 8, 2002.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[2]

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