[Federal Register Volume 61, Number 185 (Monday, September 23, 1996)]
[Notices]
[Page 49806]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24252]



[[Page 49806]]

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SECURITIES AND EXCHANGE COMMISSION
[Release No 34-37679; File No. SR-NSCC-96-17]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Notice of Filing and Immediate Effectiveness of a Proposed 
Rule Change Relating to Substitution of Officer Titles

September 13, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on August 29, 1996, the 
National Securities Clearing Corporation (``NSCC'') 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 NSCC. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The proposed rule change would revise NSCC's by-laws and rules to 
replace the titles of ``First Vice President,'' ``Senior Vice 
President,'' and ``Executive Vice President'' with the new titles of 
``Senior Managing Director'' and ``Managing Director.''\2\
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    \2\ Although the titles of ``First Vice President'' and ``Senior 
Vice President'' do not appear in NSCC's rules and by-laws, such 
titles have been used in practice.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NSCC included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it receive on the proposed rule change. The text 
of these statements may be examined at the places specified in Item IV 
below. NSCC has prepared summaries, set forth in sections (A), (B), and 
(C) below, of the most significant aspects of such statements.\3\
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    \3\ The Commission has modified such summaries.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In order to conform with how NSCC and many firms in the industry 
operate, NSCC has created new titles, ``Managing Director'' and 
``Senior Managing Director,'' in lieu of the titles ``First Vice 
President,'' ``Senior Vice President,'' and ``Executive Vice 
President.'' The purpose of this rule change is to modify NSCC's rules 
and by-laws to accommodate this change. Article III, Section 3.1 of 
NSCC's by-laws is being amended to establish the positions of Managing 
Director and Senior Managing Director as officers of NSCC.\4\ Article 
III, Section 3.4, which sets forth the powers and duties of Executive 
Vice Presidents, is being amended to replace Executive Vice President 
with Senior Managing Directors/Managing Directors. Section 3.5, which 
describes the powers and duties of Vice Presidents, is being revised to 
establish the Senior Managing Director and Managing Director's 
precedence over Vice Presidents.\5\ Article I, Sections 1.2 and 1.8 of 
the by-laws are being revised to permit Managing Directors to call 
special meetings and to serve as presiding officers of meetings.
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    \4\ Section 3.1 still permits NSCC to designate a Vice President 
as Executive Vice President or Senior Vice President.
    \5\ The position of Vice President will remain.
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    NSCC's rules and procedures are being amended to authorize officers 
of certain levels to act in those instances where First Vice 
Presidents, Senior Vice Presidents, or Executive Vice Presidents were 
formerly authorized to take certain actions. Specially, Rule 22, 
Suspension of Rules, is being amended to allow the General Counsel, 
instead of the Executive Vice President to extend, waive, or suspend 
time requirements fixed by NSCC's rules. Rules 23, Action by the 
Corporation, and 33, Procedures, are being revised to replace Executive 
Vice President with Senior Managing Director and Managing Director. 
Senior Managing Directors and Managing Directors are now permitted to 
act for NSCC and to prescribe procedures and regulations upon 
delegation of authority by the Board.
    The proposed rule change is consistent with the requirements of 
Section 17A of the Act \6\ in that it makes technical modifications to 
NSCC's by-laws and rules so that they coincide with NSCC's new internal 
management structure.
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    \6\ 15 U.S.C. 78q-1 (1988).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    NSCC does not believe that the proposed rule change will impact or 
impose a burden on competition.

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

    No written comments have been solicited or received. NSCC will 
notify the Commission of any written comments received by NSCC.

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)(iii) of the Act \7\ and Rule 19b-4(e)(3) \8\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of NSCC. At any time within sixty days after 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.
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii) (1988).
    \8\ 17 CFR 240.19b-4(e)(3) (1996).
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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, N.W., Washington, D.C. 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. Sec. 552, will be available for inspection and copying in 
the Commission's Public Reference Section, 450 Fifth Street, N.W., 
Washington, D.C. 20549. Copies of such filing will also be available 
for inspection and copying a the principal office of the NSCC. All 
submissions should refer to File No. SR-NSCC-96-17 and should be 
submitted by October 15, 1996.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-24252 Filed 9-20-96; 8:45 am]
BILLING CODE 8010-01-M