[Federal Register Volume 60, Number 35 (Wednesday, February 22, 1995)]
[Notices]
[Pages 9877-9878]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-4276]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-35380; File No. SR-MSTC-95-2]


Self-Regulatory Organizations; Midwest Securities Trust Company; 
Notice of Filing and Order Granting Accelerated Approval of Proposed 
Rule Change Relating to the Modifications of Procedures Implementing 
Rule 17Ad-16

February 15, 1995.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ notice is hereby given that on January 24, 1995, the 
Midwest Securities Trust Company (``MSTC'') filed with the Securities 
and Exchange Commission (the ``Commission'') the proposed rule change 
as described in Items I and II below, which items have been prepared 
primarily by MSTC. The Commission is publishing this notice and order 
to solicit comments from interested persons and to grant accelerated 
approval of the proposed rule change.

    \1\15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of Terms of Substance 
of the Proposed Rule Change

    MSTC, a ``qualified registered securities depository,''\2\ as that 
term is defined in Rule 17Ad-16\3\ under the Act, proposes to adopt 
procedures to maintain, update, and provide appropriate access to the 
information it receives pursuant to Commission Rule 17Ad-16. MSTC 
requests that the Commission designate The Depository Trust Company 
(``DTC'') as the ``appropriate qualified registered securities 
depository''\4\ authorized to receive Rule 17Ad-16 notices on behalf of 
MSTC.

    \2\Rule 17Ad-16 defines a ``qualified registered securities 
depository'' as a clearing agency registered under Section 17A of 
the Act that performs clearing agency functions and that has rules 
and procedures concerning its responsibility for maintaining, 
updating, and providing appropriate access to the information it 
receives pursuant to this section.
    \3\17 CFR Sec. 240.17Ad-16 (1994).
    \4\Rule 17Ad-16 defines an ``appropriate qualified register 
securities depository'' as the qualified registered securities 
depository that the Commission so designates by order or, in the 
absence of such designation, the qualified registered securities 
depository that is the largest holder of record of all qualified 
registered securities depositories as of the most recent record 
date.
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    To ensure that Rule 17Ad-16 notices are timely disseminated, DTC 
and MSTC have agreed that all such notices will be forwarded by DTC to 
MSTC via facsimile transmission on a daily basis. MSTC proposes to 
maintain the Rule 17Ad-16 notices received from DTC for at least two 
years with the first six months being in an easily accessible place on 
MSTC's premises.
    MSTC proposes to maintain conformity with Rule 17Ad-16 by making 
all material information contained in any Rule 17Ad-16 notice that MSTC 
receives from DTC available to its participants. This will be 
accomplished by updating MSTC's security account masterfile on a daily 
basis. Upon electronic inquiry by a participant, the security account 
masterfile will provide the participant with on-line information about 
a security, including the transfer agent's name and address.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, MSTC 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. MSTC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of such statements.

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

    On December 1, 1994, the Commission adopted Rule 17Ad-16.\5\ Among 
other things, the rule requires a transfer agent to file a notice with 
the appropriate qualified registered securities depository if the 
transfer agent ceases to perform transfer agent services or assumes 
transfer agent services on behalf of an issuer or changes its name or 
address. The rule also requires the appropriate qualified registered 
securities depository to forward those notices to all qualified 
registered securities depositories, that in turn must notify their 
participants of such transfer agent changes. Because MSTC has agreed 
that DTC should be the appropriate qualified registered securities 
depository, transfer agents will send these notices to DTC. DTC then 
will forward a copy of these notices to all qualified registered 
securities depositories.

    \5\17 CFR Sec. 240.17Ad-16. See also Securities Exchange Act 
Release No. 35039 (December 1, 1994), 59 FR 63656 (release adopting 
Rule 17Ad-16).
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    MSTC will provide its members on-line access to the information in 
the notices by updating MSTC's security account masterfile on a daily 
basis. The purpose of this proposed rule change is to adopt procedures 
to implement and assure compliance with Rule 17Ad-16. MSTC states that 
the proposed rule change is consistent with Sections 17A(b)(3) (A) and 
(F) of the Act in that it facilitates the prompt and accurate clearance 
and settlement of securities transactions.

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

    MSTC believes that no burden will be placed on competition as a 
result of the proposed rule change.

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

    MSTC neither solicited nor received written comments on the 
proposed rule change. [[Page 9878]] 

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

    The Commission believes MSTC's proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to registered transfer agents. The proposed rule 
change will allow MSTC to comply with Commission Rule 17Ad-16 which, 
among other things, require each qualified registered securities 
depository to provide its participants the notices it receives from 
transfer agents, directly or through the appropriate qualified 
registered security depository, when the transfer agent is terminating 
or assuming transfer agent services on behalf of an issuer or changing 
its name or address. Rule 17Ad-16 became effective on February 6, 1995.
    MSTC also has requested that the Commission find good cause for 
approving the proposed rule change prior to the thirtieth day after the 
date of publication of notice of the filing in the Federal Register. 
Accelerated approval will permit MSTC to comply immediately with the 
requirements of Rule 17Ad-16. Thereby, the Commission finds good cause 
for so approving the proposed rule change.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. 
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 at the 
Commission's Public Reference Section, 450 Fifth Street, NW., 
Washington, DC 20549. Copies of such filings will also be available for 
inspection and copying at the principal office of the above-referenced 
self-regulatory organization. All submissions should refer to the File 
No. SR-MSTC-95-02 and should be submitted by March 15, 1995.
    It is therefore ordered, pursuant to Section 19(b)(2) that the 
proposed rule change (File No. SR-MSTC-95-02) is hereby approved.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\6\

    \6\17 CFR 200.30-3(a)(12) (1994).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-4276 Filed 2-21-95; 8:45 am]
BILLING CODE 8010-01-M