[Federal Register Volume 70, Number 62 (Friday, April 1, 2005)]
[Notices]
[Page 16883]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-6482]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-51439; File No. SR-DTC-2004-12]


Self-Regulatory Organizations; The Depository Trust Company; 
Order Granting Approval of a Proposed Rule Change To Revise Fees for 
Low Volume Tender Offers

March 28, 2005.

I. Introduction

    On November 19, 2004, The Depository Trust Company (``DTC'') filed 
with the Securities and Exchange Commission (``Commission'') proposed 
rule change File No. SR-DTC-2004-12 pursuant to section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'').\1\ Notice of the proposed 
rule change was published in the Federal Register on February 15, 
2005.\2\ No comment letters were received. For the reasons discussed 
below, the Commission is now granting approval of the proposed rule 
change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ Securities Exchange Act Release No. 51156 (February 8, 
2005), 70 FR 7785.
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II. Description

    The proposed rule change adjusts the fees DTC charges for low 
volume tender offers so that the fees may be aligned with the estimated 
costs incurred by DTC. DTC notes that certain offerors in low volume 
tender offers processed through DTC have extended the expiration of 
their offers multiple times. For tender offers other than low volume 
tender offers, extensions are unusual and multiple extensions almost 
never occur. With respect to low volume tender offers, however, DTC has 
experienced offers being extended as many as 15 times. Because each 
extension involves significant processing costs for DTC, DTC is 
increasing the fee for low volume tender offers from a flat fee of 
$2,900 per offer to a fee of $2,900 per offer and per each extension 
thereof.

III. Discussion

    Section 17A(b)(3)(D) of the Act requires that the rules of a 
clearing agency provide for the equitable allocation of reasonable 
dues, fees and other charges among its participants.\3\ The Commission 
finds that DTC's proposed rule change is consistent with this 
requirement because by establishing a fee for extensions of low volume 
tender offers DTC is more equitably allocating the fees that cover its 
cost of providing the service to those participants who utilize the 
service.
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    \3\ 15 U.S.C. 78q-1(b)(3)(D).
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IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
in particular section 17A of the Act and the rules and regulations 
thereunder.
    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\4\ that the proposed rule change (File No. SR-DTC-2004-12) be and 
hereby is approved.
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    \4\ 15 U.S.C. 78s(b)(2).

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05-6482 Filed 3-31-05; 8:45 am]
BILLING CODE 8010-01-P