12896 Federal Register / Vol. 77, No. 42 / Friday, March 2, 2012 / Notices 

1 15 U.S.C. 78q–1(b) and 78s(a)(1). 

2 17 CFR 240.17Ab2–1. 

3Release No. 34–11875 (Nov. 26, 1975), 40 FR 

55910 (Dec. 2, 1975). 

4Release Nos. 34–1358 (June 1, 1977), 42 FR 

30066 (Jun. 10, 1977); 34–13911 (Aug. 31, 1977), 

1977 WL 190688; 34–14531, 43 FR 10288 (Mar. 10, 

1978); and 34–18584 (March 22, 1982), 47 FR 13266 

(Mar. 29, 1982). 

5 15 U.S.C. 78q–1 and 17 CFR 240.17Ab2–1. 

6Release No. 34–20221, 48 FR 45167 (Oct. 3, 

1983). 

7Letter from David C. Whitcomb Jr., General 

Counsel, Chicago Stock Exchange, to David Karasik, 

Division of Trading and Markets (Oct. 28, 2009) 

(‘‘CHX 2009 Letter’’). 

8Release No. 34–20221, supra note 6. 

9CHX 2009 Letter. MCC was incorporated in 

Delaware on September 21, 1973, and was 

dissolved on December 17, 2009. LexisNexis, Public 

Records, Corporate Filings search (http:// 

www.lexis.com) and Secretary of State of the State 

of Delaware (http://corp.delaware.gov/ 

authver.shtml). CHX believes that MCC’s clearing 

agency operations had ceased by late 1995. Email 

from James G. Ongeena, Vice President and 

Associate General Counsel, CSX, to David Karasik, 

Division of Trading and Markets, Commission (Aug. 

18, 2011) (providing a copy of a Transfer Agreement 

dated as of November 14, 1995, by and among CSX, 

Midwest Securities Trust Company (‘‘MSTC’’), 

MCC, The Depository Trust Company(‘‘DTC’’), and 

National Securities Clearing Corporation (‘‘NSCC’’) 

wherein MCC and MSTC agreed to, among other 

things, transfer MCC and MSTC’s clearing and 

depository services and related assets and 

obligations including participants’ open positions 

to DTC and NSCC). 

10CHX 2009 Letter. In addition, CHX represented 

to the Commission that as of August 16, 2011, CHX 

had not, to the best of its knowledge, received any 

claims against or document requests regarding 

MSTC within the last two years. Email from James 

G. Ongeena, Vice President and Associate General 

Counsel, Chicago Stock Exchange, to David Karasik, 

Division of Trading and Markets (Aug. 16, 2011). 

11CHX 2009 Letter. 

12 15 U.S.C. 78s(a)(3). 

1 15 U.S.C. 78q–1(b) and 78s(a)(1). 

2 17 CFR 240.17Ab2–1. 

3Release No. 34–11875 (Nov. 26, 1975), 40 FR 

55910 (Dec. 2, 1975). 

4Release Nos. 34–13584 (June 1, 1977), 42 FR 

30066 (Jun. 10, 1977); 34–13911 (Aug. 31, 1977), 

1977 WL 190688; 34–14531, 43 FR 10288 (Mar. 10, 

1978); and 34–18584 (Mar. 22, 1982), 47 FR 13266 

(Mar. 29, 1982). 

5 15 U.S.C. 78q–1 and 17 CFR 240.17Ab2–1. 

6Release No. 34–20221 (Sept. 23, 1983), 48 FR 

45167 (Oct. 3, 1983). 

Investment Transaction. None of the 

Participating Funds nor any affiliated 

person of the Company will receive 

additional compensation or 

remuneration of any kind (other than (a) 

in the case of the Company and the 

Funds, the pro rata transaction fees 

described above and fees or other 

compensation described in condition 

2(c)(iii)(C) and (b) in the case of the 

Adviser, investment advisory fees paid 

in accordance with the Funds’ 

Agreements) as a result of or in 

connection with a Co-Investment 

Transaction. 

14. If the Holders own in the aggregate 

more than 25% of the outstanding 

Shares, then the Holders will vote such 

Shares as directed by an independent 

third party (such as the trustee of a 

voting trust or a proxy adviser) when 

voting on (1) the election of directors; 

(2) the removal of one or more directors; 

or (3) any matters requiring approval by 

the vote of a majority of the outstanding 

voting securities, as defined in section 

2(a)(42) of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5061 Filed 3–1–12; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66458; File No. 600–9] 

Self-Regulatory Organizations; 

Midwest Clearing Corporation; Order 

Cancelling Clearing Agency 

Registration 

February 24, 2012. 

I. Background 

On December 1, 1975, pursuant to 

Sections 17A(b) and 19(a)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 17Ab2–1 

thereunder,2 the Securities and 

Exchange Commission (‘‘Commission’’) 

approved on a temporary basis the 

application for registration as a clearing 

agency filed by the Midwest Clearing 

Corporation (‘‘MCC’’).3 By subsequent 

orders, the Commission extended MCC’s 

temporary registration.4 On September 

23, 1983, pursuant to Section 17A and 

Rule 17Ab2–1 thereunder,5 the 

Commission approved on a permanent 

basis MCC’s registration as a clearing 

agency.6

MCC was a subsidiary of The Chicago 

Stock Exchange, Incorporated (‘‘CHX’’) 7

and provided trade recording, 

comparison, clearance, and settlement 

services to its participants.8

II. Cancellation of MCC’s Registration 

as a Clearing Agency 

In a letter dated October 28, 2009, 

CHX notified the Commission that MCC 

was no longer in operation and therefore 

had ceased to do business in the 

capacity specified in its application for 

registration.9 CHX also indicated that, 

given the time elapsed since MCC 

ceased active operations, it did not 

anticipate any future claims against 

MCC or itself.10

CHX also stated that ‘‘most of the 

books and records relating to MCC are 

beyond the statutory retention period. 

Any books and records of duration less 

than the statutory requirement will be 

maintained in accordance with the 

CHX’s standard document retention 

policies.’’ 11

Section 19(a)(3) of the Act provides 

that in the event any self-regulatory 

organization is no longer in existence or 

has ceased to do business in the 

capacity specified in its application for 

registration, ‘‘the Commission, by order, 

shall cancel its registration.’’ 12

Based upon the representations and 

undertakings made by CHX to the 

Commission and because MCC is no 

longer in existence and has ceased to do 

business in the capacity specified in its 

registration application, the 

Commission is canceling its registration 

effective February 24, 2012. 

It is therefore ordered that: 

Effective February 24, 2012, based on 

the facts and representations noted 

above, MCC’s registration as a clearing 

agency under Section 17A of the 

Exchange Act and Rule 17Ab2–1 

thereunder is cancelled. 

By the Commission. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5054 Filed 3–1–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66459; File No. 600–11] 

Self-Regulatory Organizations; Pacific 

Clearing Corporation; Order Cancelling 

Clearing Agency Registration 

February 24, 2012. 

I. Background 

On December 1, 1975, pursuant to 

Sections 17A(b) and 19(a)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 17Ab2–1 

thereunder,2 the Securities and 

Exchange Commission (‘‘Commission’’) 

approved on a temporary basis the 

application for registration as a clearing 

agency filed by the Pacific Clearing 

Corporation (‘‘PCC’’).3 By subsequent 

orders, the Commission extended PCC’s 

temporary registration.4 On September 

23, 1983, pursuant to Section 17A and 

Rule 17Ab2–1 thereunder,5 the 

Commission approved on a permanent 

basis PCC’s registration as a clearing 

agency.6

PCC was a subsidiary of PCX Equities, 

Inc. (‘‘PCXE’’) (now NYSE Arca 

Equities, Inc.), which was a wholly 

owned subsidiary of the Pacific 


tkelley on DSK3SPTVN1PROD with NOTICES