[Federal Register Volume 62, Number 88 (Wednesday, May 7, 1997)]
[Notices]
[Pages 25008-25009]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-11793]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-38564; File No. SR-DTC-96-22]


Self-Regulatory Organizations; The Depository Trust Company; 
Order Approving a Proposed Rule Change To Amend DTC's Charge Back and 
Return of Funds Procedures

April 30, 1997.
    On December 4, 1996, The Depository Trust Company (``DTC'') filed 
with the Securities and Exchange Commission (``Commission'') a proposed 
rule change (File No. SR-DTC-96-22) pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'').\1\ Notice of the proposal 
was published in the Federal Register on March 5, 1997.\2\ The 
Commission received one comment letter in response to the filing.\3\ 
For the reasons discussed below, the Commission is approving the 
proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ Securities Exchange Act Release No. 38340 (February 26, 
1997), 62 FR 10104.
    \3\ Letter from Thomas S. Dillon, Chairman, PSA Corporate Bond 
Operations Committee (March 26, 1997).
---------------------------------------------------------------------------

I. Description

    The rule change amends DTC's charge back and return of funds 
policies to shorten from ten business days to one business day after 
the payable date the period within which a paying agent can request 
that DTC return principal and income (``P&I'') payments that have been 
allocated to participants.\4\ The rule change also amends the procedure 
so if an agent requests the return of a P&I payment more than one 
business day after a payable date, DTC will work with the agent and 
participant to resolve the matter; but DTC will not return the 
allocated payments without the participant's consent.
---------------------------------------------------------------------------

    \4\ Although the rule change reduces the time within which a 
paying agent can request a reversal of allocated funds from ten 
business days to one business day following payable date, the actual 
reversal may take up to two or three business days after the payable 
date. For example, if a paying agent requests a reversal from DTC 
late in the day of the first business day after the payable date 
(``P+1''), DTC would likely notify its participants on the morning 
of the following business day (``P+2''). In the interest of fairness 
and pursuant to DTC's procedures, DTC must notify all affected 
participants one business day prior to the date on which DTC enters 
the reversal into its participants' daily settlement accounts. 
Accordingly, the actual reversal will not occur until P+3. Telephone 
conversation with Larry E. Thompson, Deputy General Counsel and 
Senior Vice President, DTC (December 18, 1996).
---------------------------------------------------------------------------

    Under its previous procedures,\5\ if the paying agent notified DTC 
in writing

[[Page 25009]]

within ten business days of a payable date that an issuer failed to 
provide the paying agent with sufficient funds to cover the payments or 
that an issuer was bankrupt,\6\ DTC would return P&I payments to the 
paying agent after the funds had been credited to the accounts of DTC 
participants.\7\ However, PSA The Bond Market Trade Association 
(``PSA'') expressed concern with the previous procedures and the 
associated risk of loss placed upon DTC participants in the event a 
payment was returned to a paying agent.\8\ In response, DTC convened a 
joint working group of paying agents, PSA representatives, and other 
interested parties.\9\ In October 1996, the working group concluded 
that DTC should reduce the period within which DTC will return funds to 
paying agents from ten business days to one business day. DTC concurred 
with the working group's recommendation and has amended its procedures 
accordingly.
---------------------------------------------------------------------------

    \5\ For a complete description of the procedures relating to 
DTC's procedures, refer to Securities Exchange Act Release Nos. 
23219 (May 8, 1986), 51 FR 17845 [SR-DTC-86-03] (notice of filing 
and immediate effectiveness on a temporary basis of a proposed rule 
change); 23686 (October 7, 1986), 51 FR 37104 [SR-DTC-86-04] (order 
permanently approving proposed rule change); 26070 (September 9, 
1988) 53 FR 36142 [SR-DTC-88-17] (notice of filing and immediate 
effectiveness of proposed rule change clarifying that charge back 
procedures apply to DTC's same-day funds settlement system and next-
day funds settlement system); and 35452 (March 7, 1995), 60 FR 
13743, [SR-DTC-95-03] (notice of filing and immediate effectiveness 
of proposed rule change excluding money market instrument programs 
from DTC's charge back and return of funds procedures).
    \6\ DTC's procedures also allows DTC to return previously 
credited payments due to an error by the paying agent upon written 
request from a paying agent within ten business days of the payable 
date. The rule change does not alter this portion of DTC's 
procedures.
    \7\ The return of P&I payments to paying agents after the funds 
have been credited to the accounts of DTC participants is commonly 
referred to as a ``clawback.''
    \8\ Letter from Heather L. Ruth, President, PSA to William F. 
Jaenike, Chairman of the Board and Chief Executive Officer, DTC 
(August 16, 1996).
    \9\ The working group is composed of representatives from the 
Corporate Trust Advisory Board of the American Bankers Association, 
the Bank Depository User Group, the Corporate Trust Advisory 
Committee of the Corporate Fiduciaries Association of New York City, 
the New York Clearing House--Securities Committee, PSA, the 
Securities Industry Association, and DTC.
---------------------------------------------------------------------------

II. Comment Letter

    The Commission received one comment letter in response to DTC's 
notice of a proposed rule change.\10\ The commenter strongly supports 
the rule change and believes that the rule change will make significant 
progress toward achieving finality of payment that it believes the 
market expects. The commenter also noted that DTC's previous policy was 
inconsistent with market perceptions regarding the finality of DTC 
payments and contrary to widely accepted payment principles favoring 
finality.
---------------------------------------------------------------------------

    \10\ Supra note 2.
---------------------------------------------------------------------------

III. Discussion

    Section 17A(b)(3)(F) \11\ of the Act requires that the rules of a 
clearing agency be designed to remove impediments to and perfect the 
mechanism of a national system for prompt and accurate clearance and 
settlement of securities transactions. The Commission believes that 
DTC's rule change is consistent with DTC's obligations under the Act 
because the amended procedures should finalize P&I payments sooner 
which should reduce the uncertainty and potential risk of loss DTC's 
previous procedures placed on its participants.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal 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, 
that the proposed rule change (File No. SR-DTC-96-22) be, and hereby 
is, approved.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

    \12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-11793 Filed 5-6-97; 8:45 am]
BILLING CODE 8010-01-M