[Federal Register Volume 63, Number 229 (Monday, November 30, 1998)]
[Notices]
[Pages 65831-65832]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-31816]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-40702; File No. SR-MBSCC-98-03]


Self-Regulatory Organizations, MBS Clearing Corporation; Notice 
of Filing of Proposed Rule Change Relating to an Increase in the Number 
of Directors

November 23, 1998.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on November 5, 1998, 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).
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The proposed rule change involves an amendment to MBSCC's by-laws 
to

[[Page 65832]]

increase the number of directors on its board from thirteen to fifteen.

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

    The proposed rule change will amend Article 3, Section 3.1 of 
MBSCC's by-laws to increase the number of directors from thirteen to 
fifteen.\3\ Currently MBSCC has thirteen directors divided into three 
classes. Classes I and II each consist of four directors, and Class III 
consists of five directors. Under the proposed rule change, each class 
will consist of five directors.
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    \3\ Article 3, Section 3.1 governs the number, election, and 
term of office of directors.
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    MBSCC's shareholders agreement provides that one director 
represents management, one director represents National Securities 
Clearing Corporation, and the remaining directors represent MBSCC's 
participants. Under the proposed rule change, the two additional 
directors will represent MBSCC's participants. Accordingly, MBSCC 
believes that the proposed rule change will increase the opportunity 
for participants to be represented on MBSCC's board of directors.
    MBSCC believes that the proposed rule change is consistent with the 
requirements of the Act and the rules and regulations thereunder. In 
particular, MBSCC believes the proposed rule change is consistent with 
Section 17A(b)(3)(C) of the Act,\4\ which requires that the rules of a 
clearing agency be designed to assure the fair representation of 
shareholders (or members) and participants in the selection of its 
directors and administration of its affairs.
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    \4\ 15 U.S.C. 78q-1(b)(3)(C).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    MBSCC does not believe that the proposed rule change will have an 
impact on 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 relating to the proposed rule change 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

    Within thirty-five days of the date of publication of this notice 
in the Federal Register or within such longer period (i) as the 
Commission may designate up to ninety days of such date if it finds 
such longer period to be appropriate and publishes its reasons for so 
finding or (ii) as to which MBSCC comments, the Commission will:
    (A) By order approve such proposed rule change or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. 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 in the 
Commission's Public Reference Section, 450 Fifth Street, NW, 
Washington, DC 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-98-03 and should be 
submitted by December 21, 1998.

    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. 98-31816 Filed 11-27-98; 8:45 am]
BILLING CODE 8010-01-M