65768 Federal Register / Vol. 66, No. 245 / Thursday, December 20, 2001 / Notices

7 15 U.S.C. 78q–1.

8 17 CFR 200.30–3(a)(12)

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

2The Commission has modified the text of the

summaries prepared by GSCC.

3Because of the current functional integration of

operations of GSCC and MBSCC, the integration of

GSCC with DTCC is contingent upon the successful

integration of MBSCC with DTCC and vice versa.

Securities Exchange Act Release Nos. 44989 (Oct.

25, 2001), 66 FR 55220 (Nov. 1, 2001) and 44988

(Oct. 25, 2001), 66 FR 55222 (Nov. 1, 2001).

4Pursuant to a separate plan for the integration

of EMCC with DTCC, it is contemplated that EMCC

will become an operating subsidiary of DTCC at the

same time that GSCC and MBSCC become operating

subsidiaries of DTCC. However, the transaction

involving GSCC and MBSCC is not contingent on

the transaction involving EMCC and vice versa.

5 DTC and NSCC are wholly-owned subsidiaries

of DTCC.

6After the completion of the integration, GSCC,

MBSCC, and EMCC shall each be a wholly-owned

subsidiary of DTCC, and a single group of

individuals shall serve as directors of each of the

Synergy Companies. Following the integration,

GSCC will continue to exist as a separate registered

clearing agency. The retained earnings of GSCC

existing at the time of (or as of the end of the last

full calendar month preceding) the integration of

GSCC with DTCC will, as a matter of DTCC policy,

be dedicated to supporting the business of GSCC.

GSCC will be managed and operated so as to be

appropriately capitalized for its activities as a

clearing agency.

7Similarly, the integration plan attempts to

insulate MBSCC and EMCC from the risks of

GSCC’s business. Securities Exchange Act Release

Nos. 45153 (Dec. 14, 2001) (SR–MBSCC–2001–04);

45154 (Dec. 14, 2001) (SR–EMCC–2001–04). See

also Securities Exchange Act Release Nos. 42013

(Oct. 15, 1999), 64 FR 57168 (Oct. 22, 1999) (SR–

DTC–99–11) and 42014 (Oct. 15, 1999), 64 FR

57171 (Oct. 22, 1999) (SR–NSCC–99–07) (DTC and

NSCC have adopted rules similar to this proposed

rule as part of their 1999 integration with DTCC.)

requirements of section 17A of the Act 7

and the rules and regulations

thereunder applicable to EMCC because

is promotes the safeguarding of

securities and funds in EMCC’s custody

or control or for which it is responsible.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

EMCC does not believe that the

proposed rule change will have any

impact or impose any burden on

competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received from

Members, Participants, or Others

No written comments relating to the

proposed rule change have been

solicited or received.

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,

including whether the proposed rule

change is consistent with the Act.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549–0609. Copies of

the submission, all subsequent

amendments, all written statement with

respect to the proposed rule change that

are filed with the Commission, and all

written communications relating to the

proposed rule the age 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 450 Fifth Street, NW.,

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at EMCC’s

principal office. All submissions should

refer to File No. SR–EMCC–2001–04 and

should be submitted by January 4, 2002.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.8

Jonathan G. Katz,

Secretary.

[FR Doc. 01–31361 Filed 12–19–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–45155; File No. SR–GSCC–

2001–14]

Self-Regulatory Organizations;

Government Securities Clearing

Corporation; Notice of Filing of

Proposed Rule Change Relating to

Liability of Affiliated Entities

December 14, 2001.

Pursuant to section 19(b)(1) of the

Securities Exchange Act of 1934,1 notice

is hereby given that on October 11,

2001, the Government Securities

Clearing Corporation (‘‘GSCC’’) filed

with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II, and III below, which Items

have been prepared by GSCC. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

GSCC proposes to amend its rules in

order to limit its liability with respect to

affiliated entities. Specifically, GSCC

proposes to add a section to its rules

that states that, except as otherwise

provided by written agreement between

GSCC and such other entity, (1) GSCC

shall not be liable for any obligations of

such other entity and its clearing fund

and other assets shall not be available to

such other entity and (2) such other

entity shall not be liable for any

obligations of GSCC and any assets of

such other entity shall not be available

to GSCC.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

GSCC 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 the statements

may be examined at the places specified

in Item IV below. GSCC has prepared

summaries, set forth in sections A, B,

and C below, of the most significant

aspects of such statements.2

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

The proposed rule change addresses

liability issues that may arise after the

completion of the integration of GSCC,

MBS Clearing Corporation (‘‘MBSCC’’),3

and Emerging Markets Clearing

Corporation (‘‘EMCC’’) 4 with The

Depository Trust and Clearing

Corporation (‘‘DTCC’’). For purposes of

this notice, DTCC, GSCC, MBSCC,

EMCC, The Depository Trust Company

(‘‘DTC’’), and National Securities

Clearing Corporation (‘‘NSCC’’) 5 are

collectively referred to as the ‘‘Synergy

Companies.’’ 6

An important aspect of the integration

plan is to insulate GSCC, its members,

and its clearing fund from the risks and

obligations that may arise from the

activities of the other Synergy

Companies.7 The proposed rule change

will specifically add a section 2 to Rule

Federal Register / Vol. 66, No. 245 / Thursday, December 20, 2001 / Notices 65769

8 15 U.S.C. 78q–1.

9 17 CFR 200.30–3(a)(12).

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

2The Commission has modified the text of the

summaries prepared by MBSCC.

3Because of the current functional integration of

operations of GSCC and MBSCC, the integration of

GSCC with DTCC is contingent upon the successful

integration of MBSCC with DTCC and vice versa.

Securities Exchange Act Release Nos. 44989 (Oct.

25, 2001), 66 FR 55220 (Nov. 1, 2001); and 44988

(Oct. 25, 2001), 66 FR 55222 (Nov. 1, 2001).

4Pursuant to a separate plan for the integration

of EMCC with DTCC, it is contemplated that EMCC

will become an operating subsidiary of DTCDC at

the same time that GSCC and MBSCC become

operating subsidiaries of DTCC. However, the

transaction involving GSCC and MBSCC is not

contingent on the transaction involving EMCC and

vice versa.

5 DTC and NSCC are wholly-owned subsidiaries

of DTCC.

6After the completion of the integration, GSCC,

MBSCC, and EMCC shall each be a wholly-owned

subsidiary of DTCC, and a single group of

individuals shall serve as directors of each of the

Synergy Companies. Following the integration,

MBSCC will continue to exist as a separate

registered clearing agency. The retained earnings of

MBSCC existing at the time of (or as of the end of

the last full calendar month preceding) the

integration of MBSCC with DTCC will, as a matter

of DTCC policy, be dedicated to supporting the

business of MBSCC. MBSCC will be managed and

operated so as to be appropriately capitalized for its

activities as a clearing agency.

39 that states that GSCC will not be

liable for the obligations of any other

entity or member of any other entity and

that such other entity or member of such

other entity shall not be liable for any

obligations of GSCC.

GSCC believes that the proposed rule

change is consistent with the

requirements of section 17A of the Act 8

and the rules and regulations

thereunder applicable to GSCC because

is promotes the safeguarding of

securities and funds in GSCC’s custody

or control or for which it is responsible.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

GSCC does not believe that the

proposed rule change will have any

impact or impose any burden on

competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

No written comments relating to the

proposed rule change have been

solicited or received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within the 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 selfregulatory 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,

including whether the proposed rule

change is consistent with the Act.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549–0609. 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, 450 Fifth Street, NW.,

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at GSCC’s

principal office. All submissions should

refer to File No. SR–GSCC–2001–14 and

should be submitted by January 4, 2002.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.9

Jonathan G. Katz,

Secretary.

[FR Doc. 01–31359 Filed 12–19–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–45153; File No. SR–

MBSCC–2001–04]

Self-Regulatory Organizations; MBS

Clearing Corporation; Notice of Filing

of Proposed Rule Change Relating to

Liability of Affiliated Entities

December 14, 2001.

Pursuant to section 19(b)(1) of the

Securities Exchange Act of 1934,1 notice

is hereby given that on October 11,

2001, the MBS Securities Clearing

Corporation (‘‘MBSCC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I, II, and

III below, which Items have been

prepared by MBSCC. The Commission

is publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

MBSCC proposes to amend its rules in

order to limit its liability with respect to

affiliated entities. Specifically, MBSCC

proposes to add a section to its rules

that states that, except as otherwise

provided by written agreement between

MBSCC and such other entities, (1)

MBSCC shall not be liable for any

obligations of such other entity and its

clearing fund and other assets shall not

be available to such other entity and (2)

such other entity shall not be liable for

any obligations of MBSCC and any

assets of such other entity shall not be

available to MBSCC.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

MBSCC 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 the statements

may be examined at the places specified

in Item IV below. MBSCC has prepared

summaries, set forth in sections A, B,

and C below, of the most significant

aspects of such statements.2

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

The proposed rule change addresses

liability issues that may arise after the

completion of the integration of MBSCC,

the Government Securities Clearing

Corporation (‘‘GSCC’’),3 and the

Emerging Markets Clearing Corporation

(‘‘EMCC’’) 4 with The Depository Trust

and Clearing Corporation (‘‘DTCC’’). For

purposes of this notice, DTCC, GSCC,

MBSCC, EMCC, The Depository Trust

Company (‘‘DTC’’), and National

Securities Clearing Corporation

(‘‘NSCC’’) 5 are collectively referred to as

the ‘‘Synergy Companies.’’ 6