The proposed rule change consists of modifications to the existing operational arrangements necessary for a securities issue to become and remain eligible for the services of The Depository Trust Company.

Memorandum - Exhibit 5

To increase the liquidity resources of The Depository Trust Company to ensure it has sufficient liquidity to cover the failure of a financial family of affiliated DTC Participants.

Filing Amendment 1

Filing Amendment 2

The Depository Trust Company is proposing to outline technical changes to its Collateral Loan System resulting from the industry wide Options Symbology initiative and the Options Clearing Corporation Sub-Accounting Initiative

The Depository Trust Company proposes to eliminate the option of obtaining a physical certificate upon Withdrawal by Transfer instructions and instead provide a Direct Registration System statement for security issues that are eligible and participating in the Direct Registration System.

The Depository Trust Company is proposing to modify its End of Day Settlement Procedures respecting the Settlement Acknowledgement cut-off timeframes for Settling Banks

Filing Amendment 1

The proposed rule change establishes an alternate choice in DTC Profile Surety Providers.

Proposed rule change (filed pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934) to clarify a provision relating to Legal Deposits held by DTC pending receipt of trailing documentation as set forth in the Regular Custody services section of the Deposit service guide.