[Federal Register Volume 64, Number 237 (Friday, December 10, 1999)]
[Notices]
[Pages 69305-69311]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-32060]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42201; File No. SR-NASD-99-65]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the National Association of Securities Dealers, Inc. Relating 
to the Creation of a Corporate Bond Trade Reporting and Transaction 
Dissemination Facility and the Elimination of Nasdaq's Fixed Income 
Pricing System (``FIPS'')

December 3, 1999.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''), 15 U.S.C. 78s(b)(1), notice is hereby given that on October 
28, 1999 the National Association of Securities Dealers, Inc. (``NASD'' 
or ``Association'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the 
NASD.\1\ The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ The NASD also agreed to extend the comment period to 60 days 
and the time within which the Commission must approve the filing or 
institute proceedings to determine whether the proposed rule change 
should be disapproved to 120 days. Telephone call to Thomas Moran, 
Office of General Counsel, The Nasdaq Stock Market, Inc., from Kevin 
Ehrlich, Attorney, Division of Market Regulation, SEC, November 22, 
1999.
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I. Self Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    NASD is proposing to amend, delete and create numerous rules of the 
Association to establish a corporate bond trade reporting and 
transaction dissemination facility. Below is the text of the proposed 
changes. Proposed new language is in italics; proposed deletions are in 
brackets.

[6200. FIXED INCOME PRICING SYSTEM (FIPS) Rules 6210. Through 6260]

6200. TRADE REPORTING AND COMPARISON ENTRY SERVICE (TRACE)

6210. Definitions.

    The terms used in this paragraph shall have the same meaning as 
those defined in the Association's By-Laws and Rules unless otherwise 
specified.
    The term ``TRACE Eligible Security'' shall mean all United States 
dollar denominated debt securities that are registered with the 
Securities and Exchange Commission and issued by United States and/or 
foreign private corporations and that are depository eligible 
securities as defined in Rule 11310(d); all debt securities qualified 
as PORTAL securities pursuant to Rule 5000 Series; all investment-grade 
rated debt securities that are issued pursuant to Section 4(2) of the 
Securities Act of 1933 and that are depository eligible securities 
pursuant to Rule 11310(d).
    (b) the term ``Trade Reporting And Comparison Entry Service'' or 
``TRACE'' shall mean the automated system owned and operated by The 
Nasdaq Stock Market, Inc. that, among other things, accommodates 
reporting, comparison, and dissemination of transaction reports where 
applicable in TRACE Eligible Securities and which may submit ``locked-
in'' trades to National Securities Clearing Corporation for clearance 
and settlement and provide participants with monitoring and risk 
management capabilities to facilitate a ``locked-in'' trading 
environment.
    (c) The term ``reportable TRACE transaction'' shall mean all 
transactions in a TRACE Eligible Security as required by this rule.
    (d) the term ``time of execution'' for a transaction in a TRACE-
eligible security shall be the time when all of the terms of the 
transaction are agreed to which are sufficient to calculate the dollar 
price of the trade. The time of execution for transactions involving 
TRACE-eligible securities that are trading ``when issued'' on a yield 
basis shall be when the yield for the transaction has been agreed to by 
the parties.
    (e) The term ``Parties to the Transaction'' shall mean the 
executing broker/dealer, introducing broker/dealer, and clearing 
brokers, if any.
    (f) The term ``TRACE Participant'' shall mean any NASD member in 
good standing that uses the TRACE system.
    (g) The term ``TRACE Reporting Party'' shall mean a member of the 
Association that is registered as a TRACE participant with the 
Association and obligated to report a TRACE transaction pursuant to 
TRACE system rules and who is member of a registered clearing agency 
for clearing or comparison purposes or has a clearing arrangement with 
such a member.
    (h) The term ``TRACE Non-Reporting Party'' shall mean a member of 
the Association that is registered as a TRACE participant with the 
Association who is not obligated to report under TRACE system rules for 
a particular transaction to which it is a party and who is a member of 
a registered clearing agency for clearing or comparison purposes or has 
a clearing arrangement with such a member. it shall also mean

[[Page 69306]]

any customer who is not a member of the Association.
    (i) The term ``Clearing Broker/Dealer'' or ``Clearing Broker'' 
shall mean the member firm that has been identified in the TRACE system 
as principal for clearing and settling a trade, whether for its own 
account or for a correspondent firm.
    (j) The term ``Correspondent Executing Broker/Dealer'' or 
``Correspondent Executing Broker'' shall mean the member firm that has 
been identified in the TRACE system as having a correspondent 
relationship with a clearing firm whereby it executes trades and the 
clearing function is the responsibility of the clearing firm.
    (k) The term ``Introducing Broker/Dealer'' or ``introducing 
broker'' shall mean the member firm that has been identified in the 
TRACE system as a party to the transaction, but does not execute or 
clear trades.
    (l) The term ``Browse'' shall mean the functions of TRACE that 
permit a Participant to review (or query) for trades in the system 
identifying the Participant as a party to the transaction, subject to 
the specific uses contained in the TRACE Users Guide.
    (m) The term ``Gross Dollar Thresholds'' in the risk management 
application of TRACE shall mean the daily dollar amounts for purchases 
and sales that a clearing broker establishes in the TRACE system for 
each correspondent executing broker that may be raised or lowered on an 
inter-day or intra-day basis. If the value of a correspondent's trades 
equals or exceeds the gross dollar thresholds, the system will alert 
the clearing broker.
    (n) The term ``Pre-alert'' shall mean the alert notifying the 
correspondent executing broker and the clearing broker that the 
correspondent executing broker has equaled or exceeded 70% of the 
purchase or sale gross dollar limits established by the clearing 
broker. The Association reserves the right to modify the percentage of 
the pre-alert as necessary and upon prior notification to the TRACE 
Participants.
    (o) The term ``Single Limit'' shall mean the dollar amount 
established by the Clearing Broker for a single trade that enables a 
TRACE clearing firm to review the trade before it is obligated to clear 
the trade. When a correspondent executing broker negotiates a trade 
that equals or exceeds the Single Trade Limit, its clearing broker 
shall have a period of thirty (30) minutes to review and agree or 
decline to act as principal for clearing that trade. If a Clearing 
Broker fails to set a single trade limit the TRACE system will 
automatically set a default single trade limit of $0 for the 
Correspondent Broker. The Association reserves the right to modify the 
minimum/maximum dollar amount of the Single Trade Limit as well as the 
time frame for clearing broker review as necessary and upon prior 
notification to the TRACE Participants.
    (p) For purposes of these rules, the term ``Investment Grade'' 
shall mean any TRACE-eligible security rated by a nationally recognized 
statistical rating organization in one of its four highest generic 
rating categories.
    (q) For purposes of these rules, the term ``Non-Investment Grade'' 
shall mean any TRACE-eligible security that is unrated, non-rated, 
split-rated (where one rating falls below investment grade), or does 
not meet the definition of investment grade in paragraph (p), above.

6220. Participation in TRACE

    (a) Mandatory Participation for Clearing Agency Members
    (1) Pursuant to Article VII, Section 1(a)(vi) and (vii) of the By-
Laws, participation in TRACE is mandatory for all brokers/dealers that 
are members of a clearing agency registered with the Commission 
pursuant to Section 17A of the Act, and for all brokers that have a 
clearing arrangement with such a broker. Such participation shall 
include the reconciliation of all over the counter clearing agency 
eligible transactions involving TRACE securities.
    (2) Participation in TRACE shall be conditioned upon the TRACE 
Participant's initial and continuing compliance with the following 
requirements:
    (A) execution of, and continuing compliance with, a TRACE 
Participation Application Agreement and all applicable rules and 
operating procedures of the Association and the Commission;
    (B) membership in, or maintenance of, an effective clearing 
arrangement with a member of a clearing agency registered pursuant to 
the Act;
    (C) maintenance of the physical security of the equipment located 
on the premises of the TRACE Participant to prevent unauthorized entry 
of information into TRACE; and
    (D) acceptance and settlement of each trade that TRACE identifies 
as having been effected by such TRACE Participant, or if settlement is 
to be made through a clearing member, guarantee the acceptance and 
settlement of each TRACE identified trade by the clearing member on the 
regularly scheduled settlement date.
    (3) Participation in TRACE as a Clearing Broker shall be 
conditioned upon the Clearing Broker's initial and continuing 
compliance with the following requirements:
    (A) execution of, and continuing compliance with, a TRACE 
Participant Application agreement and all applicable rules and 
operating procedures of the Association and the Commission;
    (B) membership in a clearing agency registered pursuant to the Act;
    (C) maintenance of the physical security of the equipment located 
on the premises of the TRACE Clearing Broker to prevent the 
unauthorized entry of information into TRACE; and
    (D) acceptance and settlement of each trade that TRACE identifies 
as having been effected by itself or any of its correspondents on the 
regularly scheduled settlement date.
    (4) Each TRACE Participant shall be obligated to inform the 
Association of non-compliance with, or changes to, any other 
participation requirements set forth above.
    (b) Participant Obligations in TRACE
    (1) Access to TRACE
    Upon execution and receipt by the Association of the TRACE 
Participant application agreement, a TRACE Participant may commence 
input and validation of trade information in TRACE eligible securities. 
TRACE Participants may access the service via a NASD-approved facility 
during the hours of operation.
    (2) Clearing Obligations
    If at any time a TRACE Participant fails to maintain a clearing 
arrangement, it shall be removed from the TRACE system until such time 
as a clearing arrangement is re-established and notice of such 
arrangement is provided to the Association. If, however, the 
Association finds that the TRACE participant's failure to maintain a 
clearing arrangement is voluntary, the withdrawal will be considered 
voluntary and unexcused.
    (3) Clearing Broker Obligations
    (A) Clearing brokers may cease to act as principal for a 
correspondent executing broker at any time provided that notification 
has been given to, received and acknowledged by the TRACE Operations 
Center and affirmative action has been completed by the Center to 
remove the correspondent broker from TRACE. The clearing broker's 
obligation to accept and clear trades for its correspondents shall not 
cease prior to the completion of all the steps detailed in this 
subparagraph (3)(A).
    (B) TRACE Clearing brokers shall establish for each correspondent 
executing broker daily Gross Dollar Thresholds and may raise or lower 
the thresholds on an inter-day or intra-day

[[Page 69307]]

basis. TRACE clearing brokers will receive a system alert when a 
correspondent executing broker equals or exceeds its gross dollar 
thresholds and will also receive a system pre-alert when a 
correspondent executing broker equals or exceeds 70% of the daily 
thresholds.
    (C) For trades effected by a correspondent executing broker that 
equal or exceed the correspondent's Single Trade Limit set by the 
clearing broker in TRACE, clearing brokers have 30 minutes from the 
time of trade report input to TRACE to review the trade and accept or 
decline to act as principal to the trade. If the clearing broker does 
not make an affirmative acceptance or declination of the trade report 
within 30 minutes, the trade report will be subject to normal TRACE 
processing and the clearing broker will be obligated to act as 
principal for the trade.

6230. Transaction Reporting

(a) When and How Transactions are Reported

    (1) All NASD members shall, within 1 Hour after trade execution, 
transmit through TRACE during system hours, or if TRACE is unavailable 
due to system or transmission failure, by telephone to the TRACE 
Operations Center, reports of transactions in TRACE Securities executed 
between 8:00 a.m. and 6:30 p.m. Eastern Time or shall utilize the 
Browse function in TRACE to accept or decline trades within 30 minutes 
after execution according to paragraph (b) of this rule. Transactions 
not reported within 1 hour after execution shall be designated as late 
unless inadequate time remains prior to system close to allow a timely 
report. In this situation, the report must be made the next day at 
system open designated ``as/of.''
    (2) Transaction Reporting Between 6:30 p.m. and 8:00 a.m. Eastern 
Time
    (A) Reports of transactions in TRACE Securities executed after 6:30 
p.m. Eastern Time and before 12:00 a.m. Eastern Time shall be reported 
on the next day and be designated ``as/of''. Such trade reports will 
not be included in daily market aggregates and will be disseminated 
beginning at 8:00 a.m. Eastern Time on the day of receipt.
    (B) Reports of transactions in TRACE Securities executed after 
12:00 a.m. Eastern Time and before 8:00 a.m. Eastern time shall be 
reported that same day beginning at 8:00 a.m. Eastern Time within the 
maximum time frame mandated. Such trade reports will be included in 
that day's market aggregates and disseminated upon receipt.
    A pattern or practice of late reporting without exceptional 
circumstances may be considered inconsistent with high standards of 
commercial honor and just and equitable principles of trade, in 
violation of Rule 2110.

(b) Which Party Reports Transaction

    Both parties executing a transaction shall, subject to the input 
requirements below, either input trade reports into the TRACE system or 
utilize the Browse feature to accept or decline a trade within the 
applicable time frames as specified in paragraph (a)(1) of this Rule. 
Trade data input obligations are as follows:
    (1) in transactions between two TRACE Participants, the member 
representing the sell side shall be required to submit a trade report 
to TRACE;
    (2) in transactions between a NASD member and a non-member 
including a customer, the NASD member shall be required to submit a 
trade report to TRACE.

(c) Trade Information To Be Reported

    Each TRACE trade report shall contain the following information:
    (1) CUSIP number or NASD symbol;
    (2) Number of bonds as required by paragraph (d) below;
    (3) Price of the transaction as required by paragraph (d) below;
    (4) A symbol indicating whether the transaction is a buy, sell or 
cross;
    (5) Date of Trade Execution (as/of trades only);
    (6) Contra-party's identifier;
    (7) Capacity--Principal or Agent (with riskless principal reported 
as principal) as required by paragraph (d) below;
    (8) Time of trade execution;
    (9) Reporting side executing broker as ``give-up'' (if any);
    (10) Contra side introducing broker in case of ``give-up'' trade;
    (11) Stated commission;
    (12) Such trade modifiers as required by either: (a) the TRACE 
System Rules; and/or (b) the TRACE Users Guide.

(d) Procedures for Reporting Price, Capacity, Volume

    (1) For agency and principal transactions, report the price 
including the mark-up, mark-down or commission (commission entered 
separately). Do not include accrued interest.
    (2) For agency and principal transactions, report the actual number 
of bonds traded. Baby bonds (those with a face value of less than 
$1,000) should be reported expressed as a decimal.
    (3) In-house cross transactions should be reported as follows: 
Agency cross--report once as an agency trade; Principal cross--report 
twice, once as an individual principal buy and once as an individual 
principal sell.

(e) Transactions Not Required To Be Reported

    The following types of transactions shall not be reported:
    (1) Transactions which are part of a primary distribution by an 
issuer;
    (2) Transactions made in reliance on Section 4(2) of the Securities 
Act of 1933;
    (3) Transactions in listed securities that are both executed on, 
and reported to, a national securities exchange;
    (4) Transactions where the buyer and the seller have agreed to 
trade at a price substantially unrelated to the current market for the 
TRACE security (e.g., to allow the seller to make a gift).

6240. TRACE Processing

    Locked-in trades may be determined in the TRACE system by matching 
the trade information submitted by the reporting parties through one of 
the following methods:

(a) Trade by Trade Match

    Both parties to the trade submit transaction data and the TRACE 
system performs an on-line match;

(b) Trade Acceptance

    The TRACE reporting party enters its version of the trade into the 
system and the TRACE non-reporting contra party reviews the trade 
report and accepts or declines the trade. An acceptance results in a 
locked-in trade; a declined trade report is purged from the TRACE 
system at the end of trade data processing;

(c) Post Trade Date Processing

    T+N entries may be submitted during system hours each business day. 
At the end of daily matching, all declined trade entries will be purged 
from the TRACE system. TRACE will not purge any open trade (i.e., 
unmatched or unaccepted) at the end of its entry day, but will carry-
over such trades to the next business day for continued comparison and 
reconciliation. TRACE will automatically lock in and submit to NSCC as 
such any carried-over T to T+21 (calendar day) trade if its remains 
open as of 2:30 p.m. on the business day. TRACE will not automatically 
lock in T+22 (calendar day) or older open ``as-of'' trades that were 
carried over from the previous business day; these will be purged by 
TRACE at the end of the carry-over day if they remain open. Members may 
re-submit these T+22 or older ``as-of'' trades as a comparison-only 
entry into TRACE on the next business day for continued comparison and 
reconciliation for up to one calendar year.

[[Page 69308]]

6250. TRACE Risk Management Functions

    The TRACE system will provide the following risk management 
capabilities to clearing brokers:

(a) Trade File Scan

    Clearing brokers will be able to scan the trading activities of 
their correspondent executing brokers through the TRACE system.

(b) Gross Dollar Threshold

    Clearing brokers will be able to establish, on an inter-day or 
intra-day basis, gross dollar thresholds for purchases and sales for 
their correspondent executing brokers, and the TRACE system will alert 
the clearing broker and its correspondent if the correspondent's 
trading activity equals or exceeds either threshold.

(c) Gross Dollar Threshold Per-Alert

    In addition to the gross dollar threshold alert, the TRACE system 
will also alert the clearing broker and its correspondent when the 
correspondent's trading activity equals or exceeds 70% of either gross 
dollar threshold.

(d) On-line Review

    Clearing brokers that access TRACE through a computer interface 
will be able to receive intra-day activity of their correspondents as 
it is reported.

(e) Single Trade Limit

    Clearing brokers will have 30 minutes from trade report input to 
TRACE to review any single trade executed by their correspondent 
executing brokers that equals or exceeds an amount set by the clearing 
broker for that correspondent in order to decide to act as principal. 
If, however, the clearing broker does not affirmatively accept or 
decline the trade, at the end of 30 minutes, the system will subject 
the trade to normal TRACE processing and the clearing broker will be 
obligated to act as principal to clear the trade.

(f) Super Cap

    The Super Cap will be set at an amount to be determined by the 
Clearing Broker, but in no event less than the gross dollar threshold. 
When a correspondent's Super Cap is reached, notice will be furnished 
to TRACE participants, and no trade in excess of an amount set by the 
clearing broker for that correspondent will be accepted for TRACE 
processing unless the clearing broker accepts the trade within 30 
minutes of execution.

6260. Obligation to Honor Trades

    If a TRACE Participant is reported by TRACE as a party to a trade 
that has been treated as locked-in and sent to NSCC, notwithstanding 
any other agreement to the contrary, that party shall be obligated to 
act as a principal to the trade and shall honor such trade on the 
scheduled settlement date.

6261. Compliance with TRACE Rules and Trade Reporting Requirements

    Failure of an NASD member, or person associated with a member, to 
comply with any of the rules or requirements of TRACE, or failure of a 
member or associated person to comply with any of the transaction 
reporting requirements for TRACE-Eligible Securities may be considered 
conduct inconsistent with high standards of commercial honor and just 
and equitable principals of trade, in violation of Rule 2110.

6270. Audit Trail Requirements

    The data elements specified in Rule 6220(c) are critical to the 
Association's compilation of a transaction audit trail for regulatory 
purposes. As such, all member firms utilizing the TRACE Service have an 
ongoing obligation to input 6220(c) information accurately and 
completely.

6280. Termination of TRACE Service

    The Association may, upon notice, terminate TRACE service to a 
Participant in the event that a TRACE Participant fails to abide by any 
of the rules or operating procedures of the TRACE service or the 
Association, or fails to honor contractual agreements entered into with 
the Association or its subsidiaries, or fails to pay promptly for 
services rendered by the TRACE Service.

6290. Dissemination of Corporate Bond Trade Information

    Trade reports entered into TRACE will be collected, processed and 
disseminated on a real-time basis between 8:00 a.m. and 6:30 p.m. 
Eastern Time. All trade reports submitted to TRACE prior to 5:15 will 
be included in the calculation of market aggregates and last sale 
except 1). trades reported on an ``as of'' basis, 2) ``when issued'' 
trades executed on a yield basis, or 3) trades in baby bonds with a par 
value of less than $1000.

6291. Lead Underwriter Information Obligation

    In order to facilitate trade reporting of secondary transactions in 
TRACE securities, the lead underwriter of any newly-issued TRACE 
security shall provide to the TRACE Operations Center the CUSIP number 
of any debt issue no later than on the effective date of the offering.

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

    In its filing with the Commission, 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. 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 Purposed Rule Change

    The NASD is proposing to establish a mandatory trade reporting, 
dissemination and comparison facility for corporate bonds. Under the 
proposal, beginning in the spring of the year 2000, NASD members would 
be obligated, for regulatory purposes, to report trades to Nasdaq's 
Trade Reporting And Comparison Entry Service (``TRACESM'') 
all secondary transactions in specified U.S. corporate bonds within 1 
hour of trade execution. After an initial 6 month period for an 
information integrity review, Nasdaq will in turn disseminate trade 
reports to the public through market data vendors. Under the proposal, 
the initial 1 hour maximum trade reporting time frame will be 
subsequently reduced to 15 minutes six months after corporate bond 
trade reporting begins. Simultaneously with the effectiveness of the 
new rules governing corporate bond trade reporting, the NASD will also 
eliminate Nasdaq's FIPS system and its related rules.
1. Background
    Early in 1998, the SEC began reviewing the debt markets in the 
United States with a particular emphasis on price transparency. This 
review concluded that in the area of corporate bonds, transparency was 
lacking and needed improvement. Subsequently, the Chairman of the SEC 
again highlighted the problem of the lack of transparency in the 
corporate bond market and called on the NASD to take the following 
actions:

    First, adopt rules requiring dealers to report all transactions 
in U.S. corporate bonds and preferred stocks to the NASD and to 
develop systems to receive and distribute transaction prices on an 
immediate basis.

[[Page 69309]]

    Second, create a database of transactions in corporate bonds and 
preferred stocks to enable regulators to take a proactive role in 
supervising the corporate debt market.
    Third, create a surveillance program, in conjunction with the 
development of a database, to better detect fraud and foster 
investor confidence in the fairness of the corporate debt market.

In response to this mandate, the NASD is proposing a phased-in approach 
to corporate bond trade reporting, starting first with high yield and 
convertible debt instruments followed by all other eligible U.S. 
corporate bonds. Initially, the maximum time period for timely 
reporting after trade execution will be 1 hour which will subsequently 
be compressed to 15 minutes. All corporate bond trade reports received, 
with the exception of Rule 144A restricted issues, will then be 
immediately disseminated to the investing public through market data 
vendors. The NASD expects to initiate mandatory corporate bond trade 
reporting and comparison for all NASD members in two phases. Currently, 
the target start date for mandatory reporting is the spring of 2000, 
with TRACE comparison service commencing in the summer of that same 
year, after the securities industry has successfully met the Y2K 
challenge.\2\ The NASD's corporate bond trading and dissemination 
initiative is to be accomplished in the following phases:
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    \2\ Fees for this initiative will be the subject of a separate 
rule filing at a later date.
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2. Corporate Bond Trade Reporting Implementation--Phase I
    Under the NASD's proposal, mandatory trade reporting for high yield 
\3\ and convertible corporate bonds will commence in the spring of the 
year 2000, after the NASD has assessed industry readiness. For the 
first month of reporting, these securities will be subject to a maximum 
1 hour trade reporting window. At the end of the first month, an 
alphabetical phase-in of remaining reportable corporate bonds, lasting 
two months, will then begin.\4\ These corporate bonds will also be 
subject to a 1 hour maximum trade reporting window. While eligible 
corporate bonds are being incorporated into the mandatory trade 
reporting system, NASD will once again undertake a review of industry 
technological and operational readiness and compliance with the new 
corporate bond trade reporting rules. With the exception of reports in 
FIPS 50 bonds, (See Section 9 below), during Phase I no trade reports 
will be disseminated.
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    \3\ Included in this category are the approximately 2900 high 
yield corporate bonds already being reported through Nasdaq's Fixed 
Income Pricing System (``FIPS''). As explained in Section 9 of this 
filing, the NASD intends to fold all FIPS securities into the larger 
corporate bond trade reporting and dissemination facility proposed 
here.
    \4\ While NASD is initially proposing an alphabetical phase-in, 
the Association will continue to consult with bond market 
participants with a view towards determining whether a different 
method of phasing-in eligible bonds (e.g., by CUSIP number) is more 
appropriate. Regardless of the phase in method selected, the three 
month time period for completing the initial phase-in of all TRACE 
bonds will remain the same.
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3. Corporate Bond Trade Reporting Implementation--Phase II
    At the end of the sixth month, the 1 hour maximum trade reporting 
window will be shortened to 15 minutes, and immediate dissemination of 
trade reports will begin (with the exception of Rule 144A restricted 
issues). During Phase II, the NASD will continue to evaluate the 
industry's compliance with the new rules, and examine whether a further 
reduction in the post-trade reporting window should be considered. The 
NASD will also assess the impact upon liquidity and seek industry input 
regarding any potential or observed negative impacts on market 
liquidity attributable to the reduced post-trade time reporting window 
and/or immediate dissemination of bond trade data.
4. The Trade Reporting And Comparison Entry Service
    Trade reports submitted by NASD firms will be entered into Nadaq's 
TRACESM Service. TRACE, which is based in part on technology 
derived from Nasdaq's Automated Confirmation Transaction Service 
(``Act''), is a multi-functional service designated to facilitate the 
reporting and comparison of fixed-income trades. The system allows 
reporting firms to enter executed trades in corporate bonds and have 
these trades available for trade reporting, matching, and clearing. 
Contra parties to reported corporate bond trades may accept trade 
entries made by the reporting party via an acceptance function, or by 
entering its version of the trade and allowing TRACE to match it. 
Trades submitted through TRACE are forwarded to Nasdaq for reporting 
purposes and can also be forwarded to the National Securities Clearing 
Corporation (``NSCC'') for clearance and settlement as ``locked-in'' 
trades. NASD believes that TRACE will provide significant benefits to 
corporate bond market participants by enabling faster and more 
efficient trade reconciliation and confirmation, increased efficiency 
in back-office operations, and a real-time trade entry status check for 
every TRACE transaction. These features will also facilitate the 
industry's transition toward T+1 trade settlement.
    TRACE is also programmed to provide important risk management 
functions to firms that clear corporate bond transactions for other 
firms. For example, TRACE will allow clearing firms to monitor buy/sell 
trading activity of their introducing firms, establish trading 
thresholds, allow/inhibit large trades, add/delete clearing 
relationships and access a real-time data base of correspondent trading 
activity. Like TRACE's trade reporting and comparison features, TRACE's 
risk management capabilities are designed to increase corporate bond 
market participant confidence through the provision of superior, real-
time market information.
5. Corporate Bonds Subject to Mandatory Trade Reporting
    The NASD is proposing that trade reporting be mandated for the 
following corporate debt securities: (1) U.S. dollar denominated debt 
securities issued by U.S. and private foreign corporations that are 
registered with the SEC and eligible for book-entry services at The 
Depository Trust Company (``DTC''); (2) Rule 144A U.S. high-yield debt 
securities designated as ``PORTAL Debt Securities'' in Nasdaq's PORTAL 
Market;\5\ and (3) rule 144A investment grade debt securities eligible 
for book-entry services at DTC. For clarification, the securities 
described above would include: (a) investment grade corporate debt 
(including rule 144A/DTC eligible); (b) high-yield and unrated debt 
issued by U.S. companies and foreign private companies (including 
PORTAL-designated debt); (c) medium-term notes; (d) convertible bonds; 
and (e) capital trust securities, floating rate notes, and global bonds 
issued by U.S. companies and foreign private companies. Reportable 
bonds would not include: government securities, sovereign or 
development bank debt; mortgage or asset backed securities; 
collateralized mortgage obligations (``CMOs''); or money market 
instruments.
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    \5\ See SR-NASD-99-66.
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6. Reporting Obligations
    Under the rules proposed here, trade reports in eligible corporate 
bond transactions between NASD members will be submitted by the NASD 
member on the sell side of the transaction. If the transaction involves 
an NASD member and the other party is a customer or non-member broker/
dealer, the NASD member will be obligated to report regardless of 
whether the NASD

[[Page 69310]]

member represents the buy or sell side of the transaction. NASD is 
proposing that the following types of trades be exempted from its 
mandatory corporate bond trade reporting rules: (1) Transactions that 
are part of a primary distribution by the issuer; (2) transactions made 
in reliance on Section 4(2) of the Securities Act of 1933;\6\ (3) 
transactions in listed debt securities that are both executed on, and 
reported to, a national securities exchange; or (4) transactions in 
which the buyer and seller have agreed to trade at a price 
substantially unrelated to the current market for the debt security 
(e.g. to enable the seller to make a gift).
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    \6\ See SR-NASD-99-66 for fuller discussion regarding the 
application of exemptions (1) and (2) as they relate to Portal 
securities and Rule 144A investment grade debt.
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7. Elements of the Trade Report
    The NASD is recommending that corporate bond trade reports 
submitted should include the following: (1) Buy/Sell/Cross; (2) CUSIP 
number or NASD symbol; (3) Quantity; (4) Price--inclusive of mark-up, 
mark-down, and stated commission (for agency trades stated commission 
will be reported in separate field);\7\ (5) Contra-party's NASD symbol 
or ``C'' for customer; (6) Date and time of Trade Execution; and (7) 
Capacity--Principal (with riskless principal reported as principal), 
Agent or Agency Cross. In-house crosses should be reported as follows: 
Agency crosses will be reported one time as an agency cross, and 
principal crosses will be reported twice as individual buy and sell 
principal trades. Baby Bonds (a trade quantity of less than one bond/
$1,000 face amount) trade reports will be based on the actual 
percentage of the bond traded and reported in decimal form (e.g., a 
face value of $414 would be reported as .414). Given the potential for 
these trades to distort both market aggregates as well as the 
representative market in an individual bond, these trade reports will 
not be disseminated. Mixed lot trades, consisting of a denomination of 
$1,000 par or multiples thereof, plus a baby bond, will be reported as 
the actual number of bonds traded (e.g., 25,414) but will be 
disseminated as the lesser whole amount (e.g., 25M) after being rounded 
down by TRACE. Trade reports in ``When-Issued'' bonds would be reported 
on a yield basis, unless contracted on the dollar, and be specially 
designated when disseminated and not included in the calculation of 
daily market aggregate values.
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    \7\ In order to achieve both trade reporting and comparison of 
TRACE transactions, agency trades executed with a stated commission 
should have that commission reported in a separate data entry field 
provided for this purpose. The dollar price of the transaction 
should be reported without including the commission. TRACE will 
combine these two fields for dissemination of price and yield to the 
public, and use the price field for comparison purposes.
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8. Determining Time of Execution for Trade Reporting Purposes
    NASD is proposing that the time of execution entry on corporate 
bond trade reports be established as the time when all of the terms of 
the trade are agreed upon sufficient to calculate the dollar price of 
the trade. NASD believes that this standard is appropriate and 
consistent with the reference to time of execution if SEC Rule 17a-3(a) 
(6) and (7), which governs memorandums of purchase or sale for bond 
transactions.\8\
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    \8\ For determining the time of execution for transactions 
involving PORTAL debt and Rule 144A investment grade rated debt 
securities see SR-NASD-99-66.
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9. Fixed Income Pricing System
    The rules of Nasdaq's FIPS already mandate that certain high yield 
bonds, known as the ``FIPS 50,'' be reported to the FIPS system within 
5 minutes of trade execution, with the remainder of FIPS-reportable 
corporate high yield bonds being subject to a 5:00 p.m. end-of-day 
reporting deadline. In addition, Nasdaq also currently imposes a one-
sided quotation obligation on NASD members for each FIPS bond in which 
they act as a dealer. In order to standardize corporate bond trade 
reporting obligations and minimize industry technology burdens, NASD is 
proposing to eliminate the separate FIPS system, and its related rules 
and costs, in conjunction with the expansion of corporate bond trade 
reporting proposed in this filing. This will be accomplished as 
follows: First, FIPS quotation requirements will cease upon 
commencement of high-yield corporate bond trade reporting mandated in 
this filing. At the same time, the current 5 minute trade reporting 
window for FIPS 50 bonds will be expanded to 1 hour and Nasdaq's 
current hourly dissemination of the high, low, and volume of the FIPS 
50 bonds will be shortened to immediate dissemination of actual FIPS 50 
trade reports when received by Nasdaq. At the inception of mandatory 
high-yield corporate bond trade reporting proposed in this filing, all 
former FIPS securities, including those now reported at the end of the 
day, will become governed by the same 1 hour/15 minute reporting and 
immediate dissemination standards applicable to all TRACE-eligible 
corporate bonds. In addition to establishing uniformity and an equality 
of trade reporting burdens, NASD believes that immediate, upon-receipt 
dissemination of FIPS 50 trade report will provide the fastest 
opportunity to begin evaluation of the market impact of corporate bond 
trade reporting and dissemination.
10. Methods of Trade Reporting
    NASD is actively conferring with various market participants 
including market data vendors to provide a myriad of options for market 
participants to report corporate bond trades. It is the NASD's goal to 
make available trade reporting options appropriate for every type of 
NASD member firm. Specifically, the TRACE system will be developed in a 
manner that will make it possible for vendors and service bureaus to 
provide trade report data on behalf of their clients, via a Nasdaq 
Computer to Computer Interface (``CTCI''). In addition, a browser-based 
corporate bond software application is being developed which will allow 
members to manually enter trade report information via the Internet or 
other private networks. Currently, the target start date for mandatory 
reporting is the spring of 2000, with TRACE comparison service 
commencing in the summer of that same year.
11. Hours of System Operation
    NASD's corporate bond trade reporting and dissemination system will 
operate from 8:00 a.m. to 6:30 p.m. Eastern Time. Trades executed after 
6:30 p.m. and before 8 a.m. the next day, will be reported that next 
morning beginning at 8 a.m. in conformity with maximum trade reporting 
time mandates (e.g., initially 1 hour subsequently to be reduced to 15 
minutes). Trades executed after system close and before 12:00 a.m. 
midnight will be reported on an ``as of'' basis and will not be 
included in market aggregates but will be disseminated upon receipt 
beginning at 8:00 a.m. the next trading day. Trades executed between 
12:01 a.m. and system open (8:00 a.m.) that same day will be reported 
starting at system open, disseminated upon receipt, and will be 
included in the calculation of daily aggregates.
12. Corporate Bond Market Surveillance
    In addition to the establishment of a corporate bond transaction 
reporting and dissemination facility, NASD will also, in accordance 
with the Commission mandate, develop a database of transactions in 
corporate bonds to enable NASD Regulation and Nasdaq MarketWatch 
regulators to take a proactive role in supervising the

[[Page 69311]]

corporate debt market and to better detect fraud and foster investor 
confidence in the fairness of that market. As the Commission is aware, 
both NASD Regulation and Nasdaq currently have in place surveillance 
and examination programs covering the over-the-counter corporate debt 
market, NASD Regulation will continue to investigate complaints 
concerning over-the-counter corporate bond transactions and will, based 
on the database of TRACE transactions reports submitted, develop 
automated monitoring and oversight capabilities for the corporate debt 
market to ensure the highest levels of investor protection and market 
integrity.
13. Dissemination of Trade Report Information to Vendors
    NASD is proposing to immediately disseminate the following trade 
report information to market data vendors for public use: (1) NASD 
Symbol; (2) CUSIP; (3) Date/Time of Execution of Trade; (4) Price; (5) 
Yield; and (6) Actual Quantity of Bonds Traded (except high yield and 
unrated (NR/NA) trades over a 1 million dollar par value will be 
disseminated as ``1MM+'' and investment-grade transactions over a 5 
million dollar par value will be disseminated as ``5MM+'').\9\ NASD 
believes a two-tiered approach of a 1MM+ identifier for high-yield 
transactions is appropriate given the lack of effective hedges in the 
high-yield market and that market's potential sensitivity to a lack of 
liquidity, while a 5MM+ identifier for investment-grade trades draws an 
appropriate and reasonable balance between the desire for increased 
transparency and any potential dangers to market function in the more 
liquid investment-grade debt market.\10\ TRACE information will be 
distributed to vendors in a fashion and format similar to Nasdaq's 
Trade Dissemination Service (``NTDS'') which is used to disseminate 
last sale transaction reports in Nasdaq securities.
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    \9\ NASD will not disseminate trade report information for 
transactions involving Rule 144A-eligible, privately-placed debt 
securities, including PORTAL-designated and investment grade DTC-
eligible debt. Trade reports in stand-alone baby bonds will also not 
be disseminated (See Section 7).
    \10\ TRACE will disseminate transaction reports received during 
system hours. However, only TRACE transactions executed and reported 
to TRACE prior to 5:15 p.m. Eastern Time will be used to calculate 
that day's high, low, last sale, and volume for individual TRACE 
securities. Transaction reports submitted to TRACE after 5:15 p.m. 
Eastern time will be disseminated with an ``.A'' to identify them as 
transactions not affecting high, low, last sale, and volume market 
aggregates.
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    Based on the above, Nasdaq believes that the proposed rule changes 
are consistent with the provisions of Section 15A(b)(6) of the Act in 
that the proposals are designed to prevent manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in the regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in, securities.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq 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.

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 120 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 90 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 including whether the proposed rule 
change is consistent with the Act. Commenters are specifically 
encouraged to address the following issues: What information should be 
reported? How immediate should reporting be? What systems changes are 
required to support trade reporting to a central facility? Are there 
ways to improve the proposed trade reporting system that would improve 
transparency and reduce the cost of implementation? Are the proposed 
methods of reporting price (i.e., inclusive of markups, markdowns, and 
commissions) appropriate in light of broker-dealer confirmation 
disclosure obligations for corporate debt transactions under Rule 10b-
10? Are the proposed facilities sufficient for trade reporting and 
trade comparison? Is the phase-in schedule appropriate? Is the method 
of trade report dissemination appropriate? Should Rule 144A 
transactions be treated differently? Is the timetable for operation of 
the TRACE system to begin in Spring 2000 appropriate? Persons making 
written submissions should file six copies thereof with the Secretary, 
Securities and Exchange Commission, 450 Fifth Street, NW., Washington, 
DC 20549-0609. 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. Copies of such 
filing will also be available for inspection and copying at the 
principal office of the NASD. All submissions would refer to File No. 
SR-NASD-99-65 and should be submitted by February 8, 2000.

    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).
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Jonathan G. Katz,
Secretary.
[FR Doc. 99-32060 Filed 12-9-99; 8:45 am]
BILLING CODE 8010-01-M