Federal Register / Vol. 60, No. 90 / Wednesday, May 10, 1995 / Notices 24951

9For a complete description of Phase II of the

MSRB’s Transaction Reporting Program, refer to

‘‘Transaction Reporting Program for Municipal

Securities: Phase II,’’ MSRB Reports, Vol. 15, No.

1 (April 1995).

10 15 U.S.C. 78o–3(b)(2)(C) (1988).

11 17 CFR 200.30–3(a)(12) (1994).

1 15 U.S.C. 78(b)(1) (1988).

2Securities Exchange Act Release No. 35470

(March 10, 1995), 60 FR 14477.

3For a complete description of PHILADEP’s

FASTRACS, refer to Securities Exchange Act

Release No. 34404 (July 19, 1994) 59 FR 38010 [File

No. SR–PHILADEP–90–03] (order approving

FASTRACS program on a temporary basis).

4Currently, PHILADEP has completed testing

with two transfer agents who are now fully

operational with FASTRACS. PHILADEP continues

to conduct testing with a third transfer agent. Upon

successful completion of testing with the third

transfer agent, PHILADEP will file a proposed rule

change under Section 19(b) of the Act to seek

permanent approval of the FASTRACS program.

Telephone conversation between Keith Kessel,

Compliance Officer, PHILADEP, and Margaret J.

Robb, Attorney, Division of Market Regulation,

Commission (December 22, 1994).

5Supra note 3.

communication between dealers and

institutional customers begin on trade

date. In addition, the success of the

proposed Phase II of the MSRB’s

Transaction Reporting Program will

depend on timely and accurate

submission of institutional customer

transaction data on trade date to the

automated confirmation/

acknowledgement system.9

Section 15B(b)(2)(C) of the Act

provides that the MSRB has the

authority to adopt rules:

To foster cooperation and coordination

with persons engaged in regulating, clearing,

settling, processing information with respect

to, and facilitating transactions in municipal

securities, to remove impediments to and

perfect the mechanism of a free and open

market in municipal securities, and, in

general, to protect investors and the public

interest * * *.10

The MSRB believes the proposed rule

change is consistent with Section

15B(b)(2)(C) of the Act because the

proposal will facilities clearance and

settlement of municipal securities in a

T+3 environmental by helping to ensure

a more timely confirmation and

acknowledgement of DVP/RVP

customer transactions.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

the MSRB does not believe that the

proposed rule change will impose any

burden on competition not necessary or

appropriate in furtherance of the

purposes of the Act.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

The MSRB has neither solicited nor

received comments on the proposed

rule change.

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 the self-regulatory

organization consents, 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.

People 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

submissions, 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. Copies of the filing will also be

available for inspection and copying at

the MSRB’s principal offices. All

submissions should refer to File No.

SR–MSRB–95–3 and should be

submitted by May 31, 1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.11

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–11518 Filed 5–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35676; File No. SR–

PHILADEP–94–06]

Self-Regulatory Organizations; The

Philadelphia Depository Trust

Company; Order Granting Temporary

Approval of a Proposed Rule Change

Extending the Pilot Program for the

Fully Automated Securities Transfer

Reconciliation Accounting Control

System

May 4, 1995.

On December 14, 1994, the

Philadelphia Depository Trust Company

(‘‘PHILADEP’’) filed with the Securities

and Exchange Commission

(‘‘Commission’’) a proposed rule change

(File No. SR–PHILADEP–94–06) under

Section 19(b)(1) of the Securities

Exchange Act of 1934 (‘‘Act’’) 1 to

extend the pilot program governing the

Fully Automated Securities Transfer

Reconciliation Accounting Control

System (‘‘FASTRACS’’) through

December 29, 1995. Notice of the

proposal was published in the Federal

Register on March 17, 1995.2 No

comment letters were received. For the

reasons discussed below, the

Commission is approving the proposed

rule change and extending the

FASTRACS pilot program on a

temporary basis through December 29,

1995. The program will be limited to

three transfer agents for the duration of

the temporary approval period.

I. Description

On July 19, 1994, the Commission

approved a proposed rule change

establishing a pilot program for

FASTRACS for the transfer of certain

securities between PHILADEP and

certain transfer agents.3 FASTRACS is

an automated program by which

PHILADEP and the participating

transfer agents use a master balance

certificate to evidence the number of

securities of a particular issue that are

registered in PHILADEP’s nominee

name. The transfer agents have custody

of the securities in the form of balance

certificates. The transfer agents adjust

daily the balance certificates to reflect

PHILADEP’s withdrawal and deposit

activity.

According to PHILADEP, the pilot

program has operated successfully in

accordance with the operational and

technical specifications; however,

testing of the program is not complete.4

Therefore, PHILADEP has requested an

extension of the FASTRACS pilot

program on a temporary basis through

December 29, 1995.

II. Discussion

As discussed in detail in the order

initially approving PHILADEP’s

FASTRACS pilot program,5 one of the

primary reasons for approval of the

FASTRACS program is to enable

PHILADEP to provide for the safe and

efficient clearance and settlement of

securities transactions and to assure the
24952 Federal Register / Vol. 60, No. 90 / Wednesday, May 10, 1995 / Notices

6 15 U.S.C. 78q–1(b)(3)(A) and (F) (1988).

7 17 CFR 200.30–3(a)(12) (1994).

safeguarding of securities and funds in

its custody or control or for which it is

responsible in accordance with Section

17A(b)(3)(A) and (F) of the Act.6

PHILADEP has stated that the

FASTRACS program has functioned

effectively in this capacity since its

initial approval on July 19, 1994;

however, testing of the program is not

complete. Therefore, the Commission

believes that an extension of the

FASTRACS pilot program through

December 29, 1995, is appropriate

because it will provide PHILADEP with

the opportunity to continue testing the

FASTRACS program and to report the

results of its testing to the Commission.

III. Conclusion

The Commission finds that

PHILADEP’s proposal is consistent with

the requirements of the Act and

particularly with Section 17A and the

rules and regulations thereunder.

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act, that the

proposed rule change (File No. SR–

PHILADEP–94–06) be, and hereby is,

approved through December 29, 1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–11515 Filed 5–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21041; International Series

Release No. 807; 812–9340]

Bayerische Vereinsbank

Aktiengesellschaft, et al.

May 4, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Bayerische Vereinsbank

Aktiengesellschaft (‘‘BV’’) and

Vereinsbank Finance (Delaware) Inc.

(‘‘Issuer’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act that would

exempt applicants from subparagraphs

(a)(1) and (a)(3) of rule 3a–5 under the

Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit Issuer, a

wholly-owned BV subsidiary, to sell its

commercial paper in the United States

to raise funds for the business

operations of BV without registering as

an investment company.

FILING DATE: The application was filed

on December 5, 1994, and amended on

March 23, 1995.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

May 30, 1995, and should be

accompanied by proof of service on

applicants, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street N.W., Washington, D.C. 20549.

Applicants: 335 Madison Avenue, New

York, NY 10017.

FOR FURTHER INFORMATION CONTACT:

Sarah A. Buescher, Staff Attorney, at

(202) 942–0573, or Robert A. Robertson,

Branch Chief, at (202) 942–0546

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicants’ Representations

1. BV is a bank organized under the

laws of the Federal Republic of

Germany (‘‘Germany’’) with its

headquarters in Munich. It is a publicly

held corporation with limited liability

(Aktiengesellschaft), the shares of which

are quoted on all German stock

exchanges. BV and its subsidiaries are

active in the mortgage business,

commercial banking, leasing, and funds

management/financial advisory

products. BV is subject to supervision

by the Federal Banking Supervisory

Office of Germany, an independent

federal authority, and by the Deutsche

Bundesbank, the German Central Bank.

Applicants represent that regulation by

German banking authorities is

comparable in many respects to the

supervision of United States commercial

banks.

2. Issuer, a Delaware corporation, is a

wholly-owned subsidiary of BV.

Initially, Issuer proposes to issue and

sell in the United States short-term

negotiable promissory notes of the type

exempt from the registration

requirements of the Securities Act of

1933 by virtue of section 3(a)(3) thereof

and generally referred to as commercial

paper (the ‘‘Notes’’). The Notes would

be offered publicly, only to the types of

sophisticated and largely institutional

investors that ordinarily participate in

the United States commercial paper

market. The proceeds from the sale of

the Notes would be used to finance the

business activities of BV. Issuer may in

the future issue and sell other debt

securities.

3. Applicants require exemptive relief

from subparagraphs (a)(1) and (a)(3) of

rule 3a–5, since BV will not

unconditionally guarantee the

obligations of Issuer to pay the Notes, as

required by the rule. BV will provide a

functional equivalent of a guarantee. BV

requires the proposed structure for tax

reasons and because the German Federal

Banking Law and the German Federal

Supervisory Office could require BV to

maintain additional funds if BV

provided an unconditional guarantee or

letter of credit.

4. Issuer would deposit the net

proceeds from the sale of the Notes (the

‘‘Deposits’’) at BV’s Cayman Islands

branch (the ‘‘Branch’’) pursuant to a

deposit agreement (the ‘‘Deposit

Agreement’’) to be entered into by

Issuer, the Branch, and BV.

Substantially all of Issuer’s assets would

consist of a single evidence of

indebtedness of the Branch issued to

Issuer evidencing Issuer’s deposits. The

Branch unconditionally agrees to repay

to Issuer each Deposit made by Issuer at

the Branch, including accrued interest,

on the maturity date of the Deposit.

Noteholders would be assigned as

security and granted a security interest

in the Deposits and accrued interest

corresponding to their Notes. If Issuer

fails to pay a Note according to its

terms, the Deposit Agreement entitles

the Noteholder to receive payments by

the Branch of the Deposit and accrued

interest.

5. Under German law and pursuant to

the Deposit Agreement, the repayment

obligation of the Branch in respect of

the Deposits is an obligation of BV. BV’s

obligations regarding its liabilities to

Issuer will rank at least pari passu

among themselves and with all other

unsecured and unsubortinated

indebtedness, including deposit

liabilities, of BV and will be superior to

rights of shareholders.

6. To assure that the proceeds from

the sale of the Notes will be deposited

with the Branch, Issuer and the Branch

will enter into an agreement (‘‘Issuing

and Paying Agency Agreement’’) with a

commercial bank pursuant to which the

Branch would have an operating

account with the commercial bank. The