[Federal Register Volume 61, Number 236 (Friday, December 6, 1996)]
[Notices]
[Pages 64780-64781]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-31081]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-38005; File No. SR-MBSCC-96-07]


Self-Regulatory Organizations; MBS Clearing Corporation; Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change Modifying 
MBS Clearing Corporation Rules and By-Laws

December 2, 1996.
    Pursuant to Section 19(b))1)\1\ of the Securities Exchange Act of 
1934 (``Act''), notice is hereby given that on October 29, 1996, the 
MBS Clearing Corporation (``MBSCC'') 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 MBSCC. The Commission is publishing this notice to solicit 
comments from interested persons on the proposed rule change.
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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 modifies MBSCC's rules and by-laws to 
create the new title of Managing Director.

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

    In its filing with the Commission, MBSCC 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. MBSCC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of such 
statements.\2\
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    \2\ The Commission has modified the text of the summaries 
prepared by MBSCC.
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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 MBSCC and many firms in the industry 
operate, MBSCC has created the new title of Managing Director. The 
purpose of the proposed rule change is to modify MBSCC's rules and by-
laws to accommodate the change in MBSCC's internal management 
structure. Article V, Rule 1 of MBSCC's rules is being amended to 
establish the authority of a Managing Director to act for the 
Corporation. Article V, Section 5.1 of MBSCC's by-laws, which describes 
the designation, number, and selection process for the officers of 
MBSCC, is being amended to establish the office of managing director 
and the number of managing directors that will serve as officers of the 
corporation. Article V, Section 5.6 is being added to the by-laws to 
describe the duties and responsibilities of Managing Directors. Article 
V, Section 5.7 is being amended to include the Managing Director as an 
officer for whom the vice president shall act in the Managing 
Director's absence. Article V, Section 5.9 and 5.10 are being amended 
to include the Managing Director as an officer authorized to sign 
certificates of stock with the secretary or assistant secretary. 
Article 7, Section 7.1 is being amended to include the Managing 
Director as one of several officers who must sign, along with the 
secretary or treasurer, the stockholer's certificate certifying the 
number of shares owned by the stockholder in the corporation.
    The proposed rule change is consistent with the requirements of 
Section 17A of the Act \3\ and the rules and regulations thereunder 
because it makes technical modifications to MBSCC's rules and by-laws 
so that they coincide with MBSCC's new internal management structure.
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    \3\ 15 U.S.C. 78q-1 (1988).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    MBSCC 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. MBSCC will 
notify the Commission of any written comments received by MBSCC.

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) \4\ of the Act and pursuant to Rule 19b-4(e)(3) \5\ 
promulgated

[[Page 64781]]

thereunder in that the proposed rule change is concerned solely with 
the administration of MBSCC. At any time within sixty days of 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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    \4\ 15 U.S.C. 78s(b)(3)(A)(iii) (1988).
    \5\ 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. 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 also will be available 
for inspection and copying at the principal office of MBSCC.
    All Submissions should refer to File No. SR-MBSCC-96-07 and should 
be submitted by December 27, 1996.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12) (1996).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-31081 Filed 12-5-96; 8:45 am]
BILLING CODE 8010-01-M