64414 Federal Register / Vol. 62, No. 234 / Friday, December 5, 1997 / Notices

1 15 U.S.C. 78k–1.

2See Securities Exchange Act Release No. 39235

(October 14, 1997); 62 FR 54886 (October 22, 1997)

(‘‘September Plan Amendments’’).

3See letter from Sam Scott Miller, Vice President

and Associate Counsel, Orrick, Herrington &

Sutcliff LLP, to Jonathan G. Katz, Secretary, SEC,

dated October 28, 1997.

open-end investment company

registered under the Act, subject to the

restriction that the Fund may not invest

more than 15% (or such other

percentage as set forth by the SEC from

time to time) of its net assets in illiquid

securities and any similar restrictions

set forth in the Fund’s investment

restrictions and policies, if the Adviser

cannot sell the instrument, or the

Fund’s fractional interest in such

instrument, pursuant to the preceding

condition.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31847 Filed 12–4–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39370; File No. SR–CTA/

CQ–97–3]

Consolidated Tape Association; Notice

of Filing and Immediate Effectiveness

of Third Charges Amendment to the

Second Restatement of the

Consolidated Tap Association Plan

and Second Charges Amendment to

the Restated Consolidated Quotation

Plan

November 26, 1997.

Pursuant to rule 11Aa3–2 of the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

November 25, 1997, the Consolidated

Tap Association (‘‘CTA’’) and the

Consolidated Quotation (‘‘CQ’’) Plan

Participants (‘‘Participants’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

amendments to the Restated CTA Plan

and CQ Plan. The amendments remove

from the Plans’ rate schedules the

Network A ‘‘one-cent-per-quote packet’’

fees for the interrogation services that

vendors offer on a pay-for-use basis and

recreate the former Network A Class G

program classification charge for

automated voice response services. The

Participants recently established these

charges pursuant to the second charges

amendment to the Second Restatement

of the CTA Plan and the first charges

amendment to the Restated CQ Plan.

Pursuant to Rule 11Aa3–2(c)(3)(i), the

CTA and CQ Participants have

designated the amendments as

establishing or changing fees and other

charges collected on behalf of all of the

sponsors and participants, which

renders the amendments effective upon

receipt of this filing by the Commission.

The Commission is publishing this

notice to solicit comments from

interested persons on the amendments.

I. Purpose of the Amendments

A. Rule 11Aa3–2

The Participants under the Plans that

make Network A last sale information

and quotation information available (the

‘‘Network A Participants’’) recently

established a pricing alternative for

vendors of, and subscribers to, certain

Network A market data interrogation

services.2 That alternative consists of a

fee of one cent for each real-time ‘‘quote

packet’’ that vendors disseminate to

subscribers on a pay-for-use basis

during the hours that the Network A

Participants are open for trading (a ‘‘perquote charge’’).

At the same time, the Network A

Participants also classified their Class G

program classification charge as a

display device fee, based upon device

equivalents. That fee is set for any

month at the device fee that would

apply for a number of devices equal to

the maximum number of inquiries to

which a vendor’s automated voice

response system responds

simultaneously during that month. As

we stated in the September Plan

Amendments, the reclassification left

the amount and calculation of the

charges unchanged. It did not affect the

amounts payable by any vendor.

The amendments remove the perquote charge from the CTA and CQ Plan

rate schedules and re-establish the Class

G program classification charge in a

manner identical to its form prior to the

September Plan Amendments. The

reason for these amendments is to

comply with a request of the staff of the

Commission’s Division of Market

Regulation which received an

unfavorable comment letter.3

B. Governing or Constituent Documents

Not applicable.

C. Implementation of Amendment

The Network A Participants are

submitting this proposed plan

amendment pursuant to Rule 11Aa3–

2(c)(3)(i) under the Act. In doing so, the

Participants are putting the revisions to

the CTA and CQ Plan rate schedules

into effect upon the filing of the

amendments with the Commission. As a

result, the removal of the per-quote

charge from the CTA and CQ Plan

schedules, and the re-instatement of the

Class G program classification charge,

will take effect upon submission of the

plan amendments with the Commission.

After filing the amendments with the

Commission, the Network A

Participants will notify affected vendors

of the rate schedule changes as

necessary.

D. Development and Implementation

Phases

See Item I(C).

E. Analysis of Impact on Competition

The Participants believe the proposed

amendments will impose no burden on

competition.

F. Written Understanding or Agreements

Relating to Interpretation of, or

Participation in, Plan

Not applicable.

G. Approval by Sponsors in Accordance

With Plan

Under Section XII(b)(iii) of the CTA

Plan and Section IX(b)(iii) of the CQ

Plan, each of the Participants must

execute a written amendment to the

Plan before an amendment to that Plan

can become effective.

H. Description of Operation of Facility

Contemplated by the Proposed

Amendment

Not applicable.

I. Terms and Conditions of Access

See Item I(A).

J. Method of Determination and

Imposition, and Amount of, Fees and

Charges

See Item I(A) and the text of the

amendments.

K. Method and Frequency of Processor

Evaluation

Not applicable.

L. Dispute Resolution

Not applicable.

II. Rule 11Aa3–1 (Solely in Its

Application to the Amendments to the

CTA Plan)

A. Reporting Requirements

Not applicable.

B. Manner of Collecting, Processing,

Sequencing, Making Available and

Disseminating Last Sale Information

Not applicable.

C. Manner of Consolidation

Not applicable.
Federal Register / Vol. 62, No. 234 / Friday, December 5, 1997 / Notices 64415

4 17 CFR 200,30-3(a)(27)

1 15 U.S.C. 78s(b)(1).

2Securities Exchange Act Release No. 39068

(September 12, 1997), 62 FR 49548.

3The Agreement was first executed in 1988

before GSCC had a set of rules in place. GSCC

currently has forty-six shareholders, each of which

is a party to the Agreement. The National Securities

Clearing Corporation (‘‘NSCC’’) is the largest

shareholder, holding approximately eighteen

percent of GSCC’s shares.

4The procedures governing the selection of the

nominating committee are contained in Section 2.B

of the Agreement, and the nomination procedures

are contained in Section 2.C of the Agreement. The

prior nomination process for participant directors

was open to all members with every member being

able to nominate any shareholder member,

including itself. However, a member was restricted

to submitting nominations only for its own

correlative participant category (i.e., broker

participants nominated broker participant directors,

clearing agent bank participants nominated clearing

agent bank participant directors, and all other

participants nominated dealer participant

directors). The election process involved ballots

being circulated to every member with such voting

being similarly limited to one’s own correlative

participant category.

5 Initially, one class with two individuals will be

designated for a one year term, and another class

with three individuals will be designated for a two

year term. After these initial terms, both classes will

serve two year terms. Therefore, subsequent

nominating committees will have two staggered

classes of members.

D. Standards and Methods Ensuring

Promptness, Accuracy and

Completeness of Transaction Reports

Not applicable.

E. Rules and Procedures Addressed to

Fraudulent or Manipulative

Dissemination

Not applicable.

F. Terms of Access to Transaction

Reports

See Item I(A).

G. Identification of Marketplace of

Execution

Not applicable.

III. Solicitation of Comments

The CTA has designated this proposal

as establishing or changing fees and

other charges collected on behalf of all

of the sponsors and participants which

under Section 11Aa3–2(c)(3)(i) of the

Act renders the proposal effective upon

receipt of this filing by the Commission.

The Commission may summarily

abrogate the amendments within sixty

days of its filing and require refiling and

approval of the amendments by

Commission order pursuant to 11Aa3–

2(c)(3)(iii), if it appears to the

Commission that such action is

necessary or appropriate in the public

interest, for the protection of investors

and maintenance of fair and orderly

markets, to remove impediments to and

perfect the mechanisms of a National

Market System, or otherwise in

furtherance of the purposes of the Act.

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

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the CTA. All

submissions should refer to the file

number in the caption above and should

be submitted by December 29, 1997.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.4

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31878 Filed 12–4–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39372; File No. SR–GSCC–

97–07]

Self-Regulatory Organizations;

Government Securities Clearing

Corporation; Order Approving

Proposed Rule Change Relating to

Election of Directors

November 28, 1997

On July 23, 1997, the Government

Securities Clearing Corporation

(‘‘GSCC’’) filed with the Securities and

Exchange Commission (the

‘‘Commission’’) pursuant to Section

19(b)(1) of the Securities Exchange Act

of 1934 (‘‘Act’’) 1 and on August 18,

1997, amended the proposed rule

change (File No. SR–GSCC–97–07).

Notice of the proposal was published in

the Federal Register on September 22,

1997.2 No comment letters were

received. For the reasons discussed

below, the Commission is approving the

proposed rule change.

I. Description

The proposed rule change modifies

GSCC’s Shareholder. Agreement

(‘‘Agreement’’),3 By-laws, and

Certificate of Incorporation relating to

GSCC’s procedures for election of

directors and to restrictions currently

placed on transfers of GSCC’s securities.

As described more fully below, the

proposed rule change amends GSCC’s

procedures in four major categories: (a)

nomination and election process for

board members, (b) composition of the

board, (c) restrictions on issuance and

transfer of shares, and (d)

miscellaneous.

A. Nomination and Election Process for

Board Members

Similar to the process in place at

NSCC and other clearing corporations,

GSCC has a nominating committee that

will be responsible for nominating

candidates for election as participant

directors to the board.4 NSCC will

continue to nominate and to elect two

directors to the board outside the

nominating committee process. The

board seat for a management

representative and for the GSCC

president also will remain outside the

nominating committee process.

The nominating committee consists of

five individuals, a majority of whom are

representatives from active participants.

With the exception of the initial

nominating committee, an individual

cannot serve on the nominating

committee if he or she has served on the

board or the nominating committee

within the past year. The term of a

nominating committee member is two

years, and the terms of nominating

committee members are staggered.5

With the exception of the first

nominating committee, incoming

nominating committee members will be

designated by the board after

consideration of the recommendations

of current nominating committee

members. The participant category is

irrelevant for purposes of the selection

of nominating committee members.

However, as a general guideline, the

individuals serving on the nominating

committee will reflect GSCC’s overall

membership and potential membership

base.

Participants will be provided an

opportunity early in the nomination

process to suggest one nominee for each

open board seat. After consideration of

the participants’ suggestions, the

nominating committee will then select

its candidates. The nominating

committee will nominate one nominee

for each open participant director seat.

Participants will then be notified of the

nominating committee’s slate of

candidates for open board seats.