[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] ----------------------------------------------------------------------- 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). --------------------------------------------------------------------------- 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. --------------------------------------------------------------------------- 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). --------------------------------------------------------------------------- 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). --------------------------------------------------------------------------- Margaret H. McFarland, Deputy Secretary. [FR Doc. 95-4276 Filed 2-21-95; 8:45 am] BILLING CODE 8010-01-M