Federal Register / Vol. 60, No. 234 / Wednesday, December 6, 1995 / Notices 62511

1 15 U.S.C. § 78q–1 (1988).

2Letter from Julie Beyers, Associate Counsel,

ISCC, to Christine Sibille, Division of Market

Regulation, Commission (October 20, 1995).

3Securities Exchange Act Release No. 36411

(October 20, 1995), 60 FR 55399.

4 15 U.S.C. §§ 78q–1 and 78s(a) (1988).

5 17 CFR 240.17Ab2–1(c).

6Securities Exchange Act Release No. 26812 (May

12, 1989), 54 FR 21691.

7 15 U.S.C. § 78q–1(b)(3)(C) (1988).

8Securities Exchange Act Releases Nos. 28606

(November 16, 1990), 55 FR 47976; 30005

(November 27, 1991), 56 FR 63747; and 33233

(November 22, 1993), 58 FR 63195.

9 ISCC has added three service providers,

Standard Bank of South Africa, Westpac Custodian

Nominees Limited of Australia, and Westpac

Nominees-NZ-Limited, to its Global Clearance

Network Service to provide settlement and custody

services in South Africa, Australia, and New

Zealand, respectively. Securities Exchange Act

Release Nos. 35392 (February 16, 1995), 60 FR

10415 and 36339 (October 5, 1995), 60 FR 53447.

ISCC also has established links with Monte Titoli,

S.p.A., an Italian settlement and depository service,

and Caja de Valores, S.A., an Argentine settlement

and depository service. Securities Exchange Act

Release Nos. 35219 (January 11, 1995), 60 FR 3685

and 35218 (January 11, 1995), 60 FR 3686.

10 ISCC’s rules provide for ISCC’s Board of

Directors to consist of a maximum of twenty-two

members. ISCC’s rules further provide that (1)

twelve of those directors are to be selected from the

general partners or officers of participants by ISCC’s

nominating committee, (2) two directors are to be

officers of ISCC, and (3) eight directors are to be

nominees of NSCC. Participants may submit names

to ISCC’s Nominating committee by submitting a

petition to ISCC’s Secretary signed by the lesser of

5% of the participants or fifteen participants. If a

participant nominates a candidate for participant

director, ballots would be sent out to all

participants to vote in accordance with their usage

of ISCC’s system. NSCC would vote its shares to

elect the participant directors selected by the

participants.

11Supra note 6.

12 17 C.F.R. § 240.30-3(a)(50) (1994).

company organized as a Massachusetts

business trust. On March 13, 1992,

applicant filed a notification of

registration pursuant to section 8(a) of

the Act on Form N–8A and a

registration statement under the Act and

the Securities Act of 1933. Applicant’s

registration statement has not been

declared effective and applicant has not

made a public offering of its shares.

2. Applicant has not issued or sold

any securities. As of the date of the

filing of the application, applicant has

no shareholders, liabilities or assets.

Applicant is not a party to any litigation

or administrative proceeding.

3. Pursuant to unanimous written

consent dated October 26, 1995,

applicant’s Board of Trustees

determined that it was advisable and in

the best interests of applicant to

withdraw its registration statement with

the SEC, cease to be registered as an

investment company, and to liquidate

its assets and terminate its existence as

a Massachusetts business trust.

4. Applicant is not now engaged, nor

does it propose to engage in any

business activities other than those

necessary for the winding-up of its

affairs.

For the SEC, by the Division of

Investment Management, under

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–29615 Filed 12–5–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–36529; International Series

Release No. 892; File No. 600–20]

Self-Regulatory Organizations;

International Securities Clearing

Corporation; Order Approving

Extension of Temporary Registration

as a Clearing Agency Through

November 30, 1996

November 29, 1995.

Pursuant to Section 19(a) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 on October 23, 1995, the

International Securities Clearing

Corporation (‘‘ISCC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) a request that the

Commission extend ISCC’s temporary

registration as a clearing agency until

November 30, 1997.2 Notice of ISCC’s

request for extension of temporary

registration appeared in the Federal

Register on October 31, 1995.3 No

comments were received. This order

approves ISCC’s amendment by

extending ISCC’s registration as a

clearing agency through November 30,

1996.

On May 12, 1989, the Commission

granted the application of ISCC for

registration as a clearing agency

pursuant to Sections 17A and 19(a) of

the Act 4 and Rule 17Ab2–1(c) 5

thereunder for a period of eighteen

months.6 At that time, the Commission

granted ISCC an exemption from

compliance with Section 17A(b)(3)(C) of

the Act.7 Section 17A(b)(3)(C) of the Act

requires that ISCC’s rules assure fair

representation of its shareholders (or

members) and participants in the

selection of its directors and

administration of its affairs. The

Commission subsequently extended

ISCC’s temporary registration as a

clearing agency and temporary

exemption from Section 17A(b)(3)(C) of

the Act until November 30, 1995.8

As discussed in the order first

granting ISCC’s temporary registration

as a clearing agency, one of the primary

reasons for ISCC’s registration was to

enable it to provide for the safe and

efficient clearance and settlement of

international securities transactions by

providing links to centralized, efficient

processing systems in the United States

and to foreign financial institutions.

ISCC continues to develop its capacity

to offer these services.9

As stated above, ISCC has an

exemption from the fair representation

requirements of Section 17A(b)(3)(C) of

the Act. Pursuant to this exemption,

ISCC’s sole shareholder, the National

Securities Clearing Corporation

(‘‘NSCC’’) elects ISCC’s Board of

Directors. ISCC’s rules for election of

directors are not operatives.10 At the

time of ISCC’s initial registration, ISCC

requested that the exemption from the

fair representation requirement of the

Act remain in place until the earlier of

(1) the time ISCC has twenty-five active

members or (2) 1992. Although both

these benchmarks have been surpassed,

ISCC continues to believe that it does

not have a meaningful participant base

with only thirty-seven of its forty-four

members currently using ISCC services.

ISCC states that if its participants have

the ability to participate in the selection

of the board of directors these

participants will have an inordinate and

unintended control of the nomination

and voting processes.11

The Commission believes that ISCC

should diligently work towards

compliance with the requirements of

Section 17A(b)(3)(C) and expects that

ISCC will no longer require an

exemption from the fair representation

requirements no later than the end of

this extension of its registration as a

clearing agency.

It is therefore ordered, that ISCC’s

registration as a clearing agency be, and

hereby is, approved until November 30,

1996.

For the Commission by the Division

of Market Regulation, pursuant to

delegated authority.12

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–29689 Filed 12–5–95; 8:45 am]

BILLING CODE 8010–01–M