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Hongkong Securities Clearing Company Limited 12/F Chinachem Exchange Square 1 Hoi Wan Street Quarry Bay, Hongkong

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Hongkong Securities Clearing Company Limited 12/F Chinachem Exchange Square 1 Hoi Wan Street Quarry Bay, Hongkong ACT X(l/I ~40 SEION UNITED STATES RULE l if -ÇC~'; J(/ / I SECURITIES AND EXCHANGE =MMJSSION PULIC .... ~ WASHINGTON. D.C. 20549 AVATT.ABI "71L=i ~~A : _ DIVISION OF . I t INVESTMENT MANAGEMENT July 13, 1995 Ms. Susane Chan, General Counsel Mr. Suren D. Gangai, Principal Legal Adviser Hongkong Securities Clearing Company Limited 12/F Chinachem Exchange Square 1 Hoi Wan Street Quarry Bay, Hongkong Dear Ms. Chan and Mr. Gangai: Thank you for your letter of May 10, 1995 regarding the proposed changes to the operations of Hongkong Securities Clearing Company Limited ("Hongkong Clearing"). You state that Hongkong Clearing will terminate the Depository Contract now in place with Hongkong and Shanghai Bank Corporation Limited ("Hongkong Bank") and implement its own "in-house" depository operations. Based on the information contained in your letter and the appendices, particularly your representation that Hongkong Clearing's in-house depository operations will provide the same functions and similar operational procedures as those services previously provided by Hongkong Bank, it does not appear that any amendment is necessary to our no-action response to Hongkong Clearing under Rule 17f-5(c) (2) (iii) of the Investment Company Act of 1940. 1./ If we can be of any additional assistance in this matter, please contact me at (202) 942 - 0660. Sincerely, (j tt.v- 0 ; ~~~"' JOhn V. 0' Hanlon Special Counsel 1./ Hong Kong Securities Clearing Company Limited (pub. avail. Sept. 8, 1992). "1 HONGKONG~m~Ji CLEANG e HONG KONG SECURITIES ClEARING COMPANY LIMITED W m: q::9 #.. ~ ~ ~ PJ . 10 May 1995 r- Mr Thomas Harman Chief Counsel Investment Management Division US Securities & Exchange Commission 450 Fifth Street, N. W. Washington DC 20549 U.S.A. Dea Mr Haran, Re: Elgible Foregn Custodian and Hongkong Cleag's CCASS Cetr Desitory I refer to our letter of the 5th March 1992 and supplementa letters of 29th May, 24th June, 29th June, 23rd July, 28th July and 7th September 1992 and the supporting materials requesting your assurace that Hongkong Securities Cleang Company Limited (Hongkong Cleang) quaifies as an eligible foreign custodian pursuant to sub-paragraph (c)(2)(iii) of Rule 17f-5 under the Investment Company Act of 1940 and the subsequent grant of the "no action letter" dated 8th September 1992 (your ref No. 92-170-cc) (File No. 132-3), and write . to inform you that Hongkong Cleang is in the procss of developing its own "in-house" depository operations with the view to terminating the Depository Contract now iil place with Hongkong and Shanghai Banking Corpration Limited (the "Hongkong Bank") as detaled in my sad letters. You may recl that Hongkong Cleang had for a period of three yeas appointed Hongkong Bank to operate the CCASS Central Depository on behalf of Hongkong Cleaing, which appointment is due to expire on the 1st June 1995. Because Hongkong Cleag proposes to commence direct in-house operations of the CCASS Central Depository from Januar 1996, the Depository Contract with Hongkong Bank has been extended for a period of six months until 31st December 1995 with an option to extend for further six months until June 1996. ," Enclosed as Apdi A is an overview of the current operations and the proposed in-house depository ;'operations, while Appdi B provides a detaled description of the proposed operations of the in-house depc'litory. In order to ensure a smooth transition and tran.~fer of operations from Hongkong Bank to Hongkong Cleang and to avoid any loss of continuity, we would be obliged if you would advise us of any formalities we have to comply with to ensure that Hongkong Clearing's . status as an eligible foreign custodian is continued and that the "no action letter" of the 8th 12/F CHINACHEM EXCHANGE SQ1ARE. 1 HOI WAN STREET. Q1ARRY BAY. HONG KONG. TEL 25970888 FAX 2579 0116 wìt!I~ß.ìiií~m-'jI!UliH!!:5ë~IlJlT=. 'iU¡i 2597 0888 flÄ 25790116 e HONG KONG SECURITIES CLEARING COMPANY LIMITED Wm:q::9#..~~~PJ . Page 2 Mr Thomas Harman 10 May 1995 Eligible Foreign Custodian and Hongkong Cleang's CCASS Centr Depository September 1992 wil continue to apply to the in-house operations from Januar 1996. I have enclosed herewith, for information, a copy of our latest Interim Report. Should you require any furter information please do not hesitate to contact either of the undersigned. Yours sincerely, . ~ Suzae Chan (Ms) Suren D Gan ai General Counsel Principal Legal Adviser Legal & Secretaal Services Deparment Chief Executive Office \SG\ci\801. encl ./ . 4 Appdi A CUR AN PROPOED IN-HOUSE DEPITORY OPERTIONS OVEVI . Curt Dqtoiy Qption - Hongkong Ba beg the aptor An overview of the current operations To fulfi its duties and functions, Hongkong Cleang retaned Hongkong Bak as its agent for the operation of the CCASS Depository, the centr depository. To meet its contract\I obligations Hongkong Bank established a speific organtional unit to provide depository and nominee services for CCASS. At present, there are approximately 150 staff assigned to the unit. However, the pe record was around 180 staf when the volume of depository activities reached the level of nealy 9,00 trsactions per day recntly. The depository and nominee services computer system (CDS) employed by Hongkong Bank is a modification of their custodian and nominee system. The scope of functions covers vault inventory management, defective seurities databas maintenance and trcking, the keeping of audit trls on deposit and withdrawal activities and corprate events actioning. To faciltate accurate and timely communication with CCASS, an electronic link with back-up argement has been established between Hongkong Cleang and Hongkong Bank for fies trsmission purpses. For the purpse of confidentiality, CCASS parcipants' information is only disclosed to . Hongkong Bak ona nee-to-know basis. Lotion of the CCASS De,psitory The CCASS Depository and the Common Nominee Services operation unit is situated at Basment Levell and 2, 1 Queen's Road Centr, Hong Kong at the main office of Hongkong Bak. A vault constrcted within the confines of the existing vault at Basement Level 2 is use for sae-keeping of share certficates for CCASS. Counter servces are provided at Bament Levell. Tota floor area including the vault occupied by the operation unit is around 17,00 squae feet. Back-up premises and facilties for the CCASS Depository and Nominee operations are provided by Hongkong Bak. If, for whatever reason, the usua premises and facilitieS' beme unavailable, such back-up premises and facilties wil be made avaiiâble, , by Hongkong Bak for use by parcipants. , i/Services provided by Hongkong Bank Deposit . (SG\ci\803A) - 1 ­ ,j Hongkong Bak undertes to provide, on each business day, facilties for the deposit of seurities into the CCASS Depository by or on behalf of parcipants. The services include : sight checkig deposit vouchers, share certificates and the trsfer dees to . make sure that they are in goo order before the parcipants' CCASS stock accounts are credited with the number of shares deposited, via CCASS termnals instaled at the counters, and then followed with detal checking; capturing certificate numbers into the CDS system for defective secunties trcking; sending the majority of the shares deposited by paricipants to registras for immediate registrtion into the name of HKSCC Nominees Ltd (HKSCC Nominees). Some certficates are kept under "street name" (SN) to cater f9r withdrawal requests until book-close (the record date for entitlements). Withdrawal Hongkong Ba is obliged to provide, on each business day, facilties for the withdrawal of securities from the CCASS Depository by or on behalf of paricipants. To car out its duties, Hongkong Bak: inspets withdrawal vouchers submitted by CCASS parcipants for appropriate authorization, delivers share certficates to parcipants at the counters and debits parcipants' stok accounts in CCASS via CCASS terminals. Telephone withdrawal pre-advice service is available to paricipants to reduce the turnaround time required for physica withdrawal of secunties; causes an endorsement to be made on the trsfer dee of the share certficates so withdrawn if the withdrawal is made for trde settlement purpses as required by the Hong Kong Inland Revenue Deparment. Safe-k~pine of seurities Hongkong Bak maintans two vaults for sae-keeping of share certificates for CCASS. The main vault keeps the majority of share certficates, which are denominated as jumbo rertficates for storage purpses and registered in the name of HKSCC Nominees. /,The working vault contans scrip in board lots and odd lots for fulfillng day-to-day " 'withdrawal requirements. Some of the scrip are kept in SN. (SG\ci\803A) - 2­ . Nominee services Hongkong Bank is also appointed by Hongkong Cleang to assist in the provision of nominee services to paricipants in respet of seurities held in CCASS. Hongkong Cleang, with the support from Hongkong Bank, monitors all corprate . actions or activities affecting securities kept in CCASS and informs paricipants of all such actions and activities which require parcipants to tae action in order to parcipate in them. The duties and functions provided by Hongkong Ban in nominee services include: Anouncementlcommuni~tion To bring the relevant matters to the attention of the parcipants concerned or to arge for the distrbution of copies of relevant corprate communications to parcipants; Voting To send advice to paricipants, to 'obtan instrctions from them and to vote on their behalf; . Entitlements/actions (not requinng the exercise of discretion), such as dividend payments, issues of bonus shares To caculate the entitlements accrued to parcipants, to collect the entitlements . and to distribute them to parcipants; Entitlements/actions (requiring the exercise of discretion), such as rights issues, tae-overs offers To send advice to parcipants, to collect instrctions from them and to tae action on behalf; and Unclaimed entitlements To procss claims made by parcipants on unclaimed benefits by inspeting relevant documents.
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