[Federal Register Volume 59, Number 111 (Friday, June 10, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-14125]


[[Page Unknown]]

[Federal Register: June 10, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-34166; File No. SR-DTC-94-01]

 

Self-Regulatory Organizations; The Depository Trust Company; 
Order Approving a Proposed Rule Change to Add a Standing Instruction 
Database to the Institutional Delivery System

June 6, 1994.
    On January 31, 1994, The Depository Trust Company (``DTC'') filed 
with the Securities and Exchange Commission (``Commission'') a proposed 
rule change (File No. SR-DTC-94-01) under Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'')\1\ to implement the standing 
instruction database feature of the enhanced institutional delivery 
(``ID'') system.\2\ Notice of the proposal was published in the Federal 
Register on March 4, 1994.\3\ The Commission received three comment 
letters supporting implementation of the proposal.\4\ The Commission 
also received one comment letter that discussed the structure of 
current self-regulatory organization (``SRO'') confirmation/
acknowledgement rules and a response to the comment letter from DTC.\5\ 
For the reasons discussed below, the Commission is approving the 
proposed rule change.
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    \1\15 U.S.C. 78(b)(1) (1988).
    \2\The Commission recently approved the overall concept of the 
enhanced ID system. Securities Exchange Act Release No. 33466 
(January 12, 1994), 59 FR 3139 [File No. SR-DTC-93-07]. The approval 
order sets forth a description and discussion of the enhancements 
being made to the ID system and requires DTC to submit for each 
principal new feature the finalized rules and procedures in a 
proposed rule change filing under Section 19(b)(2) of the Act.
    \3\Securities Exchange Act Release No. 33679 (February 24, 
1994), 58 FR 59283.
    \4\Letters from John Zupan, Chairperson, Bank Depository User 
Group, to Secretary, Commission (April 28, 1994), from George J. 
Minnig, Chairman, Securities Operations Division, Regulatory & 
Clearance Committee of the Securities Industry Association, to 
Jonathan G. Katz, Secretary, Commission (April 29, 1994), and from 
Lawrence Morillo, Senior Vice President, Pershing, Division of 
Donaldson, Lufkin & Jenrette Securities Corporation, to Jonathan G. 
Katz, Secretary, Commission (May 12, 1994).
    \5\In its comment letter, Thomson Financial Services 
(``Thomson'') agreed that DTC's proposal is consistent with Section 
17A of the Act but also asserts that the current self-regulatory 
organization rules that require the use of the facilities of a 
registered securities depository for the confirmation and 
acknowledgement of all depository eligible transactions and DTC's 
status as a registered securities depository preclude vendors from 
competing with DTC in supplying electronic trade confirmation 
services. Letter from Dr. Keith B. Jarrett, President, Thomson 
Trading Services, Inc. (A Thomson Financial Services Company), to 
Jonathan A. [sic] Katz, Secretary, Commission (March 25, 1994) 
(``Thomson letter'').
    DTC's response to the Thomson letter disputed the statement that 
DTC's status as a registered securities depository creates an 
anticompetitive environment and precludes Thomson from providing 
electronic trade confirmation services. DTC also stressed that the 
Commission's review of the standing instruction database feature of 
the enhanced ID system was not the proper forum for the initial 
consideration of the propriety of SRO rules that require the use of 
a registered securities depository for the confirmation and 
acknowledgment of transactions in depository eligible securities. 
Letter from Carl H. Urist, Deputy General Counsel and Vice 
President, DTC, to Jonathan G. Katz, Secretary, Commission, (April 
15, 1994) (``DTC's response'').
    The Commission believes that the issues raised by the Thomson 
letter and DTC's response need not be resolved prior to the approval 
of the standing instruction database feature of the enhanced ID 
system. The Commission understands that discussions regarding 
Thomson's concerns are underway among Thomson, DTC, and the 
Securities Industry Association.
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I. Description

    The standing instruction database is a central repository for 
customer account and settlement information furnished by institutions, 
agents, and broker-dealers. The information contained therein includes 
items such as the agent for an institutional customer, the agent's 
internal account number for the institutional customer, and interested 
parties. Using the standing instruction database, a broker-dealer can 
link its internal account numbers for its institutional customers with 
the institutional customers' internal account numbers. When entering 
trade data into the ID system, a broker-dealer can simply refer to its 
internal account number in the standing instruction database, and the 
ID system will extract the necessary information (such as customer 
name, agent, interested parties, and settlement related information) 
from the database and automatically will add the information to the 
confirmation. The standing instruction database will eliminate the need 
for the broker-dealer to provide such information each time that the 
broker-dealer enters trade data into the ID system.
    The standing instruction database is an account level optional 
feature for ID users. A broker-dealer with many institutional accounts 
can designate that only specified accounts access the standing 
instruction database. If an account is not designated to access the 
standing instruction database, the broker-dealer will provide the ID 
system with the type of information that is contained in the database. 
However, once a broker-dealer links its internal customer account 
number with account information furnished to the database by the 
institutional customer, the data will be used for certain fields in ID 
system processing when the broker-dealer submits trade data for that 
institutional customer's trades regardless of whether the broker-dealer 
submits data for those fields. Participants will have the ability to 
enter a standing instruction database change with a specific effective 
date by specifying on which date the addition, change, or deletion 
should take effect.

II. Discussion

    Section 17A(b)(3)(F) of the Act requires that the rules of a 
clearing agency, such as DTC, be designed to promote the prompt and 
accurate clearance and settlement of securities transactions.\6\ As 
discussed below, the Commission believes that DTC's proposed rule 
change is consistent with this obligation.
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    \6\15 U.S.C. 78q-1(b)(3)(F).
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    The institutional delivery system provides an effective electronic 
communication network that replaces the written documents that used to 
be passed among broker-dealers, investment managers, and custodian 
banks in order for these parties to settle transactions within the 
regular-way (five business day) settlement cycle. In order to 
facilitate timely settlement of institutional trades, which constitute 
a significant percentage of all market trades, several self-regulatory 
organizations amended their rules in 1982 to require broker-dealers 
that extend delivery versus payment credit privileges on transactions 
in depository eligible securities to use the facilities of a registered 
securities depository for the confirmation, affirmation, and settlement 
of these transactions.\7\ Those changes were designed to facilitate 
routine trading volume of 100 million shares. In the twelve years since 
the use of a registered securities depository for generating 
confirmations and affirmations became mandatory, the U.S. securities 
markets have handled unprecedented volume and routinely settle trading 
of 300-400 million shares daily.
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    \7\For a discussion of the necessity of such SRO rules, see 
Securities Exchange Act Release Nos. 19227 (November 9, 1982), 47 FR 
51658 and 33515 (January 24, 1994), 59 FR 4295 (orders approving 
proposed rule changes).
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    DTC's proposal expands the range of functions available to users of 
the ID system. In particular, the proposal will allow broker-dealers, 
institutions, and agents to leave with DTC certain trade settlement 
information that routinely appears on each confirmation and to draw on 
that information quickly when formatting confirmations. This will 
promote the prompt and accurate clearance and settlement of securities 
transactions consistent with Section 17A of the Act.
    During the last twelve years, private vendors have offered services 
that are based on the ID system and encompass some of the features that 
DTC now proposes to offer its participants. One such service provides 
database features which allow institutions to advise broker-dealers how 
to allocate trades among institutional clients and which supply that 
data to DTC's ID system to be used in generating confirmation and 
affirmations. The Commission is satisfied that these private vendors 
will be able to continue to provide these services and supply data to 
ID.
    The standing instruction databases, along with the other 
enhancements to DTC's ID system,\8\ also will facilitate the industry's 
conversion to a three business day settlement cycle which will be the 
standard settlement time for most broker-dealer trades beginning June 
1, 1995.\9\
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    \8\Supra note 2.
    \9\For a detailed description and discussion of the conversion 
to a three business day settlement cycle, see Securities Exchange 
Act Release No. 33023 (October 13, 1993), 58 FR 52891 [File No. S7-
5-93] (adopting Commission Rule 15c6-1).
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III. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
in particular with the requirements of Section 17A of the Act and the 
rules and regulations thereunder.
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\10\ that the proposed rule change (File No. SR-DTC-94-01) be, and 
hereby is, approved.
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    \10\15 U.S.C. 78s(b)(2).

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\11\
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    \11\17 CFR 200.30-3(a)(12) (1993).
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Jonathan G. Katz,
Secretary.
[FR Doc. 94-14125 Filed 6-9-94; 8:45 am]
BILLING CODE 8010-01-M