[Federal Register Volume 61, Number 174 (Friday, September 6, 1996)]
[Notices]
[Pages 47227-47229]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-22721]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37625; File Nos. SR-Philadep-96-14]


Self-Regulatory Organization; Philadelphia Depository Trust 
Company; Notice of Filing and Order Granting Accelerated Partial 
Permanent Approval and Accelerated Partial Temporary Approval of a 
Proposed Rule Change Seeking Permanent Approval of the Inter-Depository 
Delivery Procedures and the Participants Fund Formulas

August 30, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on July 26, 1996, the 
Philadelphia Depository Trust Company (``Philadep'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change (File No. SR-Philadep-96-14) as described in Items I and II 
below, which items have been prepared primarily by Philadep. The 
Commission is publishing this notice and order to solicit comments from 
interested persons and to grant accelerated permanent approval of the 
portion of the proposed rule change relating to inter-depository 
delivery procedures and to grant accelerated temporary approval through 
December 31, 1996, of the portion of the proposed rule change relating 
to Philadep's participants fund formulas.
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    \1\ 15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The proposed rule change seeks permanent approval of Philadep's 
inter-depository delivery procedures and of Philadep's participants 
fund formulas. The Commission previously granted partial temporary 
approval to a proposed rule change establishing Philadep's procedures 
for inter-depository deliveries and Philadep's participants fund 
formulas as part of the conversion of Philadep's money settlement 
system from a next-day funds settlement (``NDFS'') to a same-day funds 
settlement (``SDFS'') system.\2\
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    \2\ Securities Exchange Act Release No. 36876 (February 22, 
1996), 61 FR 7841 [SR-Philadep-95-08] (order granting partial 
temporary approval and partial permanent approval of a proposed rule 
change).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Philadep included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments that it received on the proposed rule change. 
The text of these statements may be examined at the places specified in 
Item IV below. Philadep has prepared summaries, set forth in sections 
(A), (B), and (C) below, of the most significant aspects of such 
statements.\3\
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    \3\ The Commission has modified the text of the summaries 
submitted by Philadep.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    On February 22, 1996, Philadep converted its processing environment 
from an NDSF system to an SDFS system. In an effort to reduce risk in 
an SDFS settlement environment, the Stock Clearing Corporation of 
Philadelphia (``SCCP'') and Philadep implemented a new system and new 
controls with enhanced processing capabilities. The Commission approved 
Philadep's SDFS system on a permanent basis for all aspects of the 
filing except the participants fund formulas and the inter-depository 
delivery procedures.\4\
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    \4\ Supra note 2.
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1. Inter-Depository Delivery Procedures
    When processing a participant's delivery to The Depository Trust 
Company (``DTC''), Philadep employs an immediate update technique 
whereby a delivering participant's security position, collateral, and 
settlement account are immediately updated if the delivering 
participant has sufficient securities and collateral to allow the 
delivery to be completed. The delivering participant's position is 
reduced by the quantity of securities delivered, its settlement account 
is credited for the settlement value of the transaction, and its 
collateral monitor is increased by the settlement credit received and 
reduced by the collateral value of the securities delivered (provided 
the securities being delivered are part of the participant's collateral 
position).
    Once a delivery satisfies Philadep's risk management controls and 
completes at Philadep (e.g., the participant has sufficient securities 
to make the delivery and the participant's collateral monitor will not 
become negative because of the delivery), Philadep send the delivery to 
DTC where it is subject to DTC's internal risk management controls. In 
certain instances, DTC's internal risk management controls will prevent 
a delivery from completing (i.e., the receiving participant does not 
have sufficient collateral or the receipt would

[[Page 47228]]

cause the participant to exceed its net debit cap) and will cause the 
delivery to pend in DTC's system. At the end of each processing day, 
DTC returns to Philadep delivery orders and payment orders that fail to 
successfully complete in DTC's system, and Philadep reverses the 
deliveries to the original delivering participants. Philadep's 
reversals are not subject to Receiver-Authorized Delivery (``RAD'') 
processing \5\ or other risk management controls (i.e., net debit cap 
and collateral monitor).
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    \5\ RAD allows a participant to review and either approve or 
cancel incoming deliveries before they are processed in Philadep's 
system.
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2. Participants Fund
    Philadep Rule 4, governing the participants fund and the procedures 
regarding the participants fund formulas currently provide for an all 
cash participants fund. The all cash requirement applies to both the 
required deposit and any additional or voluntary deposits made by 
participants. Pursuant to Rule 4 and Philadep's procedures, Philadep 
calculates participants' required cash deposit pursuant to the 
following formulas.
    (a) Inactive Accounts: $5,000.00 \6\
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    \6\ Securities Exchange Release No. 37554 (August 9, 1996), 61 
FR 42929 [File No SR-Philadep-96-07] (order granting temporary 
approval of proposed rule change to establish a separate participant 
category for inactive accounts through December 31, 1996).
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    (b) Specialized Services: (maximum $50,000 required with $100 or 
greater in average monthly billings for either Deposit or Transfer 
activity)

--Deposit Activity: $25,000.00 plus
--Transfer Activity: $25,000.00
    (c) Participants not doing Specialized Service activity with 
service fees of $100 or greater in average monthly billings. The 
greater of either:
    (1) $25,000, or;
    (2) 1% of the average of the three highest net debits over the past 
three months (rounded to the next $5,000 increment).
    Philadep recalculates each participant's deposit requirement at the 
end of each month based on a participant's activity over the previous 
three months. Philadep notifies its participants of any required 
deposit increases and the amount of such additional deposit within ten 
business days of the end of the month. Participants whose deposit 
requirements have decreased are notified at least quarterly although 
they may inquire and withdraw excess deposits monthly. Participants may 
leave excess cash deposits in the participants fund.
    During the pendency of the temporary approval period, Philadep has 
more fully considered the risk profile of Philadep and its participants 
in an SDFS environment, including the adequacy of the participants fund 
formulas and the inter-depository delivery procedures. Philadep has 
provided material to the Commission to demonstrate the effectiveness of 
the risk management controls of the SDFS system in monitoring and 
reducing risk. The temporary approval period for the participants fund 
formulas and the inter-depository delivery procedures expires on August 
31, 1996. Therefore, Philadep requests that the Commission permanently 
approve Philadep's SDFS program in its entirety.
    Philadep believes the proposed rule change is consistent with 
Section 17A of the Act of the rules and regulations thereunder because 
the rule proposal fosters cooperation and coordination with persons 
engaged in the clearance and settlement of securities transactions and 
further assures the safeguarding of securities and funds in its custody 
or control or for which Philadep is responsible.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    Philadep does not believe that the proposed rule change will impact 
or impose a 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 have been solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Section 17A(b)(3)(F) of the Act \7\ requires that the rules of a 
clearing agency be designed to foster cooperation and coordination with 
persons engaged in the clearance and settlement of securities 
transactions and to assure the safeguarding of securities and funds 
which are in the custody or control of the clearing agency or for which 
it is responsible. The Commission believes that Philadep's proposed 
procedures relating to inter-depository deliveries are consistent with 
Philadep's obligations under Section 17A(b)(3)(F) to foster cooperation 
and coordination with persons engaged in the clearance and settlement 
of securities transactions because the proposed rule change establishes 
procedures for the processing of inter-depository deliveries between 
Philadep and DTC.
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    \7\ 15 U.S.C. 78q-1(b)(3)(F) (1988).
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    Because the Commission was concerned that the inter-depository 
delivery procedures could create the situation where an inter-
depository reversal arising from an uncompleted delivery at DTC would 
cause a Philadep participant to violate its net debit cap at Philadep 
near the end of the day, the Commission previously approved Philadep's 
inter-depository delivery procedures on a temporary basis in order that 
the procedures and their effects could be carefully monitored and 
modified if needed before they were permanently approved. Philadep has 
reported that during the temporary approval period it did not 
experience any inter-depository reversals from DTC that caused a 
Philadep participant to violate its net debit cap. Additionally, during 
the month of July, Philadep experienced only one end-of-day inter-
depository reversal. Therefore, the Commission is permanently approving 
Philadep's inter-depository delivery procedures. However, the 
Commission continues to encourage Philadep to examine and to consider 
future enhancements to the interface to provide a mechanism through 
which Philadep participants can receive real-time notification of 
transactions pending at DTC.\8\ In this regard, Philadep must report to 
the Commission on a quarterly basis the number and extent of inter-
depository reversals that caused Philadep participants to violate their 
net debit caps by $1 million or more.
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    \8\ Currently, a Philadep clerk will monitor transactions that 
are pending at DTC during the day and will inform Philadep 
participants of such pending transactions.
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    At this time, the Commission believes that Philadep's proposed rule 
change relating to Philadep's participants fund formulas is consistent 
with Philadep's obligations under Section 17A(b)(3)(F) to assure the 
safeguarding of securities and funds in its custody or control because 
Philadep's participants fund formulas, in conjunction with Philadep's 
other risk management procedures (i.e., net debit caps and collateral 
monitors), provide certain protections for Philadep and its 
participants from financial loss associated with member defaults and 
insolvencies. However, the Commission continues to have concerns about 
the adequacy of Philadep's participants fund formulas in providing a 
sufficient source of cash liquidity and the formulas' conformity with 
the standards set forth by the Division.\9\ The

[[Page 47229]]

Commission believes clearing agencies must establish an appropriate 
level of clearing fund contributions based on, among other things, its 
assessment of the risks to which it is subject. Under the proposed rule 
change, Philadep's participants fund formulas generally do not take 
into consideration to a participant's level of depositor activity. 
Instead, the formulas are based on the type of depository services used 
by the participant. As such, the Commission has concerns about whether 
the size of the participants fund will be sufficient. For these 
reasons, the Commission is temporarily approving the portion of the 
proposed rule change relating to the participants fund formulas through 
December 31, 1996. During the period of temporary approval, Philadep 
and the Commission will continue to monitor and to analyze the adequacy 
of Philadep's participants fund formulas.
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    \9\ Securities Exchange Act Release No. 16900 (June 17, 1980), 
45 FR 41920 (order publishing standards to be used by the Division 
in reviewing the grant of full registration of clearing agencies).
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    Philadep has requested that the Commission find good cause for 
approving the proposed rule change prior to the thirtieth day after the 
date of publication of notice of filing. The Commission finds good 
cause for approving the proposed rule change prior to the thirtieth day 
after the date of publication of notice of filing because the proposed 
rule change will allow Philadep participants to continue to utilize the 
interface between Philadep and DTC. Accelerated approval of the 
proposal also will allow Philadep to continue to apply its participants 
fund formulas through December 31, 1996.

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. 552, will be available for inspection and copying in the 
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, 
D.C. 20549. Copies of such filing will also be available for inspection 
and copying at the principal office of Philadep. All submissions should 
refer to the file number SR-Philadep-96-14 and should be submitted by 
September 27, 1996.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (File No. SR-Philadep-96-14) be, and 
hereby is, permanently approved for those sections of the proposed rule 
change relating to the inter-depository delivery procedures and 
temporarily approved through December 31, 1996, for those sections of 
the proposed rule change relating to Philadep's participants fund 
formulas.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12) (1996).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-22721 Filed 9-5-96; 8:45 am]
BILLING CODE 8010-01-M