[Federal Register Volume 59, Number 222 (Friday, November 18, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-28494]


[[Page Unknown]]

[Federal Register: November 18, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-34966; File No. SR-NASD-94-56]

 

Self-Regulatory Organizations; National Association of Securities 
Dealers, Inc.; Notice of Filing of Proposed Rule Change Relating to the 
Three Business Day Settlement of Securities Transactions

November 10, 1994.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on October 12, 1994, the 
National Association of Securities Dealers, Inc. (``NASD'') 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 primarily by the NASD. On November 9, 1994, the NASD 
filed with the Commission Amendment No. 1, which is incorporated in the 
description of Items I, II, and II.\2\ The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\15 U.S.C. Sec. 78s(b)(1) (1988).
    \2\Letter from Suzanne E. Rothwell, Associate General Counsel, 
NASD, to Mark Barracca, Branch Chief, Division of Market Regulation, 
Over-the-Counter Regulation, Commission (November 8, 1994).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The NASD is proposing to amend Sections 5, 6, 12, 46, 64, and 65 of 
the Uniform Practice Code (``UPC'') and Sections 1 and 26 of the Rules 
of Fair Practice (``RFP'') to implement three business day (``T+3'') 
settlement for securities transactions.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the NASD 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 these statements may be examined at the places specified in 
Item IV below. The NASD has prepared summaries, set forth in sections 
(A), (B), and (C) below, of the most significant aspects of such 
statements.

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    The NASD has determined that the following amendments to the UPC 
and the RFP are necessary in order to conform the NASD's rules to the 
T+3 settlement cycle mandated by Rule 15c6-1.\3\
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    \3\On October 6, 1993, the Commission adopted Rule 15c6-1 under 
the Act, which establishes three business days after trade date 
(``T+3'') instead of five business days (``T+5'') as the standard 
settlement time frame for most broker-dealer transactions. 
Securities Exchange Act Release No. 33023 (October 6, 1993), 58 FR 
52891. By Commission order, the rule becomes effective June 7, 1995. 
Securities Exchange Act Release No. 34952 (November 9, 1994).
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Uniform Practice Code

Sections 5 and 6

    Sections 5 and 6 of the UPC prescribe the formula for establishing 
ex-dates for securities following dividends or other distributions.\4\ 
The proposed rule change will shorten all the time frames contained in 
these sections by two business days.
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    \4\The ex-date indicates the interval between the announcement 
and payment of a distribution during which time an investor who 
purchases shares is not entitled to the distribution.
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Section 12

    Seciton 12 prescribes delivery dates for various transaction 
circumstances. Subsection 12(b) currently states that for a ``regular 
way'' transaction delivery shall be made on, but not before, the fifth 
business day following the trade date. The proposed rule change will 
shorten the delivery requirement to on, but not before, the third 
business day following the trade date. In addition, the proposed rule 
change will provide that in ``seller's option'' transactions delivery 
may be made by the seller on any business day after the third business 
day, rather than the fifth business day, following the trade date.

Section 46

    Seciton 46 currently requires that interest to be added to the 
prices of interest-paying securities be calculated up to but not 
including the fifth business day following the date of the transaction. 
The proposed rule change will shorten the time to the third business 
day.

Section 64

    Subsection 64(a)(3) currently requires members accepting an order 
whereby payment or delivery is to be made to or by an agent of the 
customer to deliver a confirmation no later than one day after the 
trade date (``T+1''). The proposed rule change will shorten this time 
limit to trade date (``T+0''). The NASD believes that this change will 
result in nearly universal utilization of interactive electronic 
confirmation delivery systems.
    Subsection 64(a)(4) currently requires that the customer in such a 
transaction must agree to furnish instructions to the agent no later 
than ``T+4'' if the customer is buying on a receipt versus payment 
basis or T+3 if the customer is selling on a delivery versus payment 
basis. The proposed rule change will shorten the time period for 
furnishing such instructions to T+1 for both buying and selling 
customers.

Section 65

    The NASD also is proposing amendments to UPC Section 65 which sets 
forth the procedures for the transfer of customer accounts from one 
broker-dealer (``carrying member'') to another broker-dealer 
(``receiving member''). The proposed rule changed for Section 65 was 
developed in conjunction with the New York Stock Exchange, National 
Securities Clearing Corporation (``NSCC''), and the SIA Customer 
Account Division. Under the proposed language of Section 65, upon 
receipt from the customer of a signed account transfer instructions a 
receiving member must immediately submit the transfer instructions to 
the carrying member. The proposal will reduce from five to three 
business days the timeframe for the carrying member to either validate 
or take exception to the transfer instructions for all accounts 
including Retirement Plan Accounts for which the timeframe for 
validating or taking exception to transfer instructions currently is 
ten days. The proposal will require the completion of all transfers be 
accomplished in four rather than five business days. The Proposal also 
will (1) more clearly define the reasons why the carrying member may 
take exception to account transfer instructions; (2) require the use of 
an automated facility for the transfer of mutual fund positions and 
residual credits when both the carrying and the receiving members are 
participants in a registered clearing agency which automated facilities 
for such transfers; (3) set forth timeframes for resolution of claims; 
(4) require that partial transfers be processed through automated 
facilities of a registered clearing agency; and (5) require that 
members transfer residual credit balances within ten business days 
after accrual for a six month period.
    On September 2, 1994, the Commission approved the NYSE's proposed 
rule change to implement corresponding changes to the NYSE's procedures 
for transferring customer accounts.\5\ The NYSE amendments relating to 
the automated transfer of mutual fund positions and residual credit 
processing become effective 180 days from approval (i.e., on March 3, 
1995) while all other provisions become effective 90 days from approval 
(i.e., on December 2, 1994). The NASD believes that it is in the best 
interests of the public for the NASD's amendments to it customer 
account transfer procedures to become effective simultaneously with the 
NYSE's amendments.\6\ The NASD therefore requests that Sections 
65(m)(2) and 65(m)(3), relating to automated transfer of mutual fund 
positions and residual credit processing, be effective on March 3, 
1995, and that all other provisions of Section 65 be effective on 
December 2, 1994.
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    \5\Securities Exchange Act Release No. 34633 (September 2, 
1994), 59 FR 46872.
    \6\Supra note 2.
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Rules of Fair Practice

Article III, Section 1

    The Prompt Receipt and Delivery Interpretation of the Board of 
Governors currently requires a member to make an affirmative 
determination that the customer owns the security and will deliver it 
in good deliverable form within five business days of the execution of 
an order in connection with a long sale. The interpretation also states 
that to satisfy the requests for an ``affirmative determination,'' a 
member must note on the order ticket at the time of the order the 
customer's ability to delivery the securities within five business 
days. The proposed rule change will change these time limits from five 
business days to three business days.

Article III, Section 26(m)(1)

    Article III, Section 26(m)(1) requires members to transmit payments 
received from customers for the purchase of investment company shares 
to the payees by the fifth business day after receipt of such 
customers' purchase orders or one business day following receipt of 
customers' payments, whichever is later. The proposed rule change will 
shorten the five business day transmittal requirement to three business 
days and will leave the one day alternative unchanged.
    The NASD has agreed to an implementation plan for transition to a 
T+3 settlement cycle proposed by the NSCC for early June 1995.\7\ The 
NASD proposes that the proposed rule change (other than Section 65, as 
discussed above) be effective on June 7, 1995, the day the NSCC 
transitional settlement plan is scheduled to be completed.
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    \7\The NSCC plan is to double up settlement for two trade dates 
in order to move from T+5 to T+4 and then repeat the process to move 
from T+4 to T+3. Thus, for trade date Friday, June 2, trades will 
settle on the following Friday, June 9 (T+5), and for trade date 
Monday, June 5, trades also will settle on Friday, June 9 (T+4). The 
same doubled up settlement will be used for trade dates Tuesday, 
June 6 and Wednesday, June 7, which will both have a settlement date 
of Monday, June 12.
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    The NASD believes that the proposed rule change is consistent with 
the provisions of Section 15A(b)(6)\8\ of the Act which requires that 
the rules of the NASD be designed to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest in that the proposed rule 
change will implement the T+3 settlement cycle mandated by Rule 15c6-1.
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    \8\15 U.S.C. Sec. 78o-3.
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change is intended to implement the transition to 
a three day settlement cycle specified in Rule 15c6-1, to be effective 
June 7, 1995, which the Commission adopted in furtherance of the 
purposes of the Act, as amended. Therefore, to the extent the basis for 
the adoption of rule 15c6-1 remains unchanged, the NASD does not 
believe that the proposed rule change will result in any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act, as amended.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor 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. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. 
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. Sec. 552, will be available for inspection and copying in 
the Commission's Public Reference Room. Copies of such filing will also 
be available for inspection and copying at the principal office of the 
NASD. All submissions should refer to the File No. SR-NASD-94-56 and 
should be submitted by December 9, 1994.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority, 17 CFR 200.30-3(a)(12).
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-28494 Filed 11-17-94; 8:45 am]
BILLING CODE 8010-01-M