[Federal Register Volume 66, Number 78 (Monday, April 23, 2001)]
[Notices]
[Pages 20494-20501]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-9962]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-44188; File No. 600-32]


Global Joint Venture Matching Services--US, LLC; Order Granting 
Exemption From Registration as a Clearing Agency

April 17, 2001.

I. Introduction

    On September 21, 2000, the Global Joint Venture Matching Services--
US, LLC (``GJVMS'') filed with the Securities and Exchange Commission 
(``Commission'') and on January 31, February 23, March 16, and March 
21, 2001, amended its application\1\ for exemption from registration as 
a clearing agency pursuant to section 17A of the Securities Exchange 
Act of 1934 (``Exchange Act'') \2\ and Rule 17Ab2-1 thereunder.\3\ 
Notice of GJVMS's application was published in the Federal Register on 
November 17, 2000.\4\ The Commission received thirty-six comment 
letters in response to the notice of GJVMS's exemption request.\5\

[[Page 20495]]

This order grants GJVMS an exemption from registration as a clearing 
agency subject to certain conditions and limitations described below in 
order that GJVMS may offer an electronic trade confirmation (``ETC'') 
service and a Central Matching Service.\6\
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    \1\ Copies of GJVMS's Form CA-1 are available for inspection and 
copying at the Commission's Public Reference Room in File No. 600-
32.
    \2\ 15 U.S.C. 78q-1.
    \3\ 17 CFR 240.17Ab2-1.
    \4\ Securities Exchange Act Release No. 43540 (November 9, 
2000), 65 FR 69582.
    \5\ Letters from Jerome J. Clair, Chairman, Securities Industry 
Association Operations Committee (June 9, 2000); Peter Johnston, 
Chairman, SIA Institutional Transaction Processing Committee (June 
28, 2000); Daniel M. Rosenthal, President and CEO, Instinet Clearing 
Services, Inc. (August 21, 2000); Jeffrey C. Bernstein, Bear, 
Stearns Securities Corp. (August 28, 2000); Thomas J. Perna, Senior 
Executive Vice President, The Bank of New York (August 29, 2000); 
James D. Hintz, Chairman, Great Lakes Investment Managers Operations 
Group (September 5, 2000); Diane L. Schueneman, First Vice 
President, Merrill Lynch Investment Managers (September 12, 2000); 
Judith Donahue, Chairperson, and Kenneth Juster, Director, The Asset 
Managers Forum (September 12, 2000); Melvin B. Taub, Salomon Smith 
Barney (September 14, 2000); Ronald J. Kessler, Corporate Vice 
President and Director of Operations, A.G. Edwards & Sons, Inc. 
(October 5, 2000); Richard B. Nesson, Managing Director and General 
Counsel, The Depository Trust & Clearing Corporation (``DTCC'') 
(November 20, 2000); Burkhard Gutzeit, Chairman, and C. Steven 
Crosby, Acting Chief Executive Officer, Global Straight Through 
Processing AG (``GSTP AG'') (December 18, 2000); Justin Lowe, Chief 
Executive Officer, and Robert Raich, Chief Financial Officer, TLX 
Trading Network (``TLX'') (December 18, 2000); John P. Davidson, 
Managing Director, Morgan Stanley Dean Witter (December 21, 2000); 
J. Ann Bonathan, Director, Schroders (December 28, 2000); Kamezo 
Nakai, Managing Director, Nomura Securities Co., Ltd. (December 29, 
2000); Burkhard H. Gutzeit, Chairman, and C. Steven Crosby, Acting 
Chief Executive Officer, GSTP AG (January 3, 2001); Gary Bullock, 
Global Head of Operations, UBS Warburg (January 3, 2001); Carl H. 
Urist, Managing Director and Deputy General Counsel, DTCC (January 
4, 2001); James M. Brown, Senior Vice President and Treasurer, The 
Capital Group Companies, Inc. (January 4, 2001); James J. Mitchell, 
President, Northern Trust Corporation (January 4, 2001); Arthur 
Barton, Chief Administrative Officer, Clay Finley Inc. (January 4, 
2001); Robert K. DiFazio, Salomon Smith Barney (January 4, 2001); 
R.J.M. van der Horst, Managing Director, ABN AMRO Bank (January 4, 
2001); David J. Brooks, Vice President, Merrill Lynch (January 5, 
2001); Neil Henderson, Senior Vice President, The Chase Manhattan 
Bank (January 5, 2001); Michael Wyne, Chairman, and Gary Koenig, 
Vice Chairman, The Asset Managers Forum (January 5, 2001); Mitchel 
Lenson, Managing Director-Global Head of Operations and Technology, 
Deutsche Bank Group (January 5, 2001); Albert E. Petersen, Executive 
Vice President, State Street (January 5, 2001); E. Blake Moore, Jr., 
General Counsel, Nicholas-Applegate (January 5, 2001); Carl H. 
Urist, Managing Director and Deputy General Counsel DTCC (January 
12, 2001); Bradley I. Abelow, Managing Director, Goldman, Sachs & 
Co. (January 22, 2001); Burkhard H. Gutzeit, Chairman, and C. Steven 
Crosby, Acting Chief Executive Officer, GSTP AG (January 30, 2001); 
Lawrence A. Gross, Vice President and General Counsel, Sungard 
(February 9, 2001); Richard B. Nesson, Managing Director and General 
Counsel, DTCC (March 9, 2001); and Richard B. Nesson, Managing 
Director and General Counsel, DTCC (March 9, 2001).
    Copies of the comment letters and a copy of the Summary of 
Comments can be obtained through the Commission's Public Reference 
Room.
    \6\ ``Central Matching Service,'' as such term is used in this 
order, means an electronic service to centrally match trade 
information between a broker-dealer and its institutional customer 
(so long as one or both of such parties is a U.S. person) relating 
to transactions in securities issued by a U.S. issuer, regardless of 
where the transactions are settled.
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II. Description of GJVMS's Services

A. Structure of GJVMS

    GJVMS is a limited liability company which prior to the 
commencement of its operations will become a wholly-owned subsidiary of 
Omgeo.\7\ Omgeo is a proposed joint venture between DTCC,\8\ Thomson 
Financial Inc.,\9\ and Interavia, A.G. (``Interavia'') (Joint Venture 
Agreement).\10\ GJVMS is a member managed limited liability company and 
as such it will be managed by its only member, Omgeo. Omgeo will be a 
manager managed limited liability company which is managed by its board 
of managers. The Omgeo board of managers will consist of nine voting 
managers and one non-voting manager. Five of the voting managers will 
be industry representatives, three of which will be nominees of DTCC, 
and two will be nominees of Thomson.\11\ Of the remaining four voting 
managers, two of the voting managers will be DTCC representatives, and 
two will be representatives of Thomson.\12\
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    \7\ As originally filed, Omgeo was to be called the Global Joint 
Venture. Letter amending Form CA-1 from Carl H. Urist, Managing 
Director and Deputy General Counsel, DTCC (January 31, 2001).
    \8\ DTCC was created in 1999 as a holding company for The 
Depository Trust Company (``DTC'') and the National Securities 
Clearing Corporation (``NSCC''). DTC and NSCC are registered with 
the Commission as clearing agencies.
    \9\ In the notice of application for exemption, Thomson 
Information Services Inc. was incorrectly identified as Thomson 
Institutional Services Inc. Since the original filing, Thomson 
Information Services Inc. has been renamed Thomson Financial Inc. 
Thomson Financial Inc. is a wholly owned indirect subsidiary of 
Thomson Corporation. Thomson Corporation is a global electronic 
information company. Letter amending Form CA-1 from Jeffrey T. 
Waddle, Vice President and Senior Counsel, DTCC (February 23, 2001).
    \10\ Interavia is a Swiss corporate affiliate of Thomson 
Financial Inc.
    \11\ As originally filed, GJVMS's Form CA-1 set forth that the 
board of managers was to be composed of seven voting managers and 
one non-voting manager. Three of the voting managers were to be 
industry board representatives with two nominated by DTCC and one 
nominated by the Thomson subsidiaries. Letter amending Form CA-1 
from Carl H. Urist, Managing Director and Deputy General Counsel, 
DTCC (January 31, 2001).
    \12\ Omgeo's Class A interests will be owned 50.1% by DTCC and 
49.9% by Thomson Financial Inc. Originally, Omgeo's Class B 
interests were to be owned 50% by DTCC, 45% by Thomson Financial 
Inc, and 5% by Interavia. Pursuant to information from Jeffrey T. 
Waddle, Vice President and Senior Counsel, DTCC, Omgeo's Class B 
interests will be owned 50% by DTCC, 46% by Thomson Financial Inc, 
and 4% by Interavia. Omgeo's Class C interests will be owned 50% by 
DTCC and 50% by Interavia.
    Omgeo's Class A interests vote only on Omgeo's U.S. regulated 
aspects of its businesses. The Class B and C interests vote on all 
aspects of Omgeo's businesses but for the U.S. regulated aspects. 
The Class B interests receive all net income and retained earnings 
from Omgeo's U.S. operations, and the Class C interests receive all 
net income and retained earnings from Omgeo's operations outside of 
the U.S.
    The Commission notes that any proposed changes to the Omgeo 
board or ownership structure will require an amendment to GJVMS's 
Form CA-1.
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    While Omgeo will have several lines of business, it will conduct 
its U.S. ETC service and Central Matching Service wholly through GJVMS. 
Omgeo will combine the institutional trade processing services 
currently offered by DTC with the institutional trade processing 
services currently offered by Thomson Financial ESG.\13\ DTC and 
Thomson Financial ESG's institutional trade processing services are the 
two principal systems used by broker-dealers and institutional 
investors for post-trade, presettlement processing of U.S. trades.
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    \13\ Thomson Financial ESG is a division of Thomson Financial, a 
Thomson Corporation subsidiary. Letter amending Form CA-1 from 
Jeffrey T. Waddle, Vice President and Senior Counsel, DTCC (March 
16, 2001).
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    DTC will transfer, as a dividend, its TradeSuite service to DTCC 
which will transfer it to Omgeo pursuant to the Joint Venture 
Agreement.\14\ TradeSuite consists of the following services:
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    \14\ Securities Exchange Act Release Nos. 44189 (April 17, 2001) 
[File No. DTC-00-10] (order approving proposed rule change to 
transfer TradeSuite to DTCC); 43541 (November 9, 2000), 65 FR 69591 
[File No. DTC-00-10] (notice of filing of proposed rule change to 
transfer TradeSuite service to DTCC).
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    1. TradeMessage, which provides for the automated exchange of post-
trade messages between broker-dealers, custodians, and institutions, 
including messages such as block-trade notices of execution, allocation 
instructions, trade confirmations, and affirmations.
    2. TradeMatch, which electronically compares institutions' 
allocations with broker-dealers' trade data.
    3. TradeSettle, which supplies allocations, trade confirmations, 
and settlement messages with account and settlement data from DTC's 
Standing Instructions Database (``SID'') and routes settlement 
instructions to custodian banks and brokers-dealers' clearing agents. 
SID is a database of customer relationship information and settlement 
data that is shared by institutions, broker-dealers, and custodians.
    4. TradeHub, which is a real-time global message translator which 
routes messages between parties using different communications 
protocols, message formats, and firm and securities identifiers.
    Thomson Financial Services Inc. will transfer the following 
services of Thomson Financial ESG to Omgeo pursuant to the Joint 
Venture Agreement:
    1. ALERT, which is a database of customer relationship information 
and settlement data that is shared by institutions, broker-dealers, and 
custodians.
    2. OASYS, which provides for the electronic communication and 
acceptance or rejection of allocation instructions between institutions 
and broker-dealers.
    3. OASYS Global, which provides for the electronic communication of 
allocation instructions and confirmations between institutions and 
broker-dealers.
    4. MarketMatch, which streamlines the matching of broker-dealers' 
trade details with their counterparties around the world.
    5. ITM Benchmarks, which is a suite of services that provides 
operational statistics relating to trade processing.\15\
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    \15\ ITM Benchmarks includes operational statistics on average 
response times, the number of attempts it takes to make settlement, 
and the percentage of trades ready for settlement at particular 
points in time.
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    The automated facilities and systems environment necessary to 
operate the ETC and Central Matching Services will be provided to Omgeo 
pursuant to a services agreement between DTCC and

[[Page 20496]]

Omgeo. Also pursuant to the services agreement, DTCC will provide to 
Omgeo legal and regulatory, audit, accounting, and human resources 
services. Omgeo will make these services and systems available to GJVMS 
through a services agreement between Omgeo and GJVMS.

B. GJVMS's Proposed Service

    GJVMS plans on offering an ETC service and a Central Matching 
Service. The ETC service would transmit messages (i.e., confirmation 
and affirmation messages) among broker-dealers, institutional 
customers, and custodian banks and would ultimately result in the 
production of an affirmed trade confirmation in accordance with the 
requirements of various self-regulatory organizations rules.\16\ The 
Central Matching service would compare or match trade information 
submitted by a broker-dealer (i.e., confirmation information) with the 
trade information submitted by an institutional customer (i.e., 
allocation instructions) to produce an affirmed confirmation.\17\
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    \16\ These rules are National Association of Securities Dealers 
Rule 11860(a)(5), New York Stock Exchange Rule 387(a)(5), Municipal 
Securities Rulemaking Board Rule G-15(d)(ii), American Stock 
Exchange Rule 423(5), Chicago Stock Exchange Article XV, Rule 5, 
Pacific Exchange Rule 9.12(a)(5), and Philadelphia Stock Exchange 
Rule 274(b).
    \17\ GJVMS's Central Matching Service will be used to match 
trade information where either the broker-dealer or the 
institutional customer or both is a U.S. entity and where the 
security is registered in the United States. Therefore, GJVMS is 
subject to the clearing agency provisions of Section 17A of the 
Securities Exchange Act of 1934. See, Securities Exchange Act 
Release No. 39829 (April 6, 1998), 63 FR 17943 (``Matching 
Release''). The Commission understands that DTCC and Thomson plan to 
create entities affiliated with Omgeo and GJVMS that will provide 
ETC and Central Matching Services for non-U.S. registered securities 
and non-U.S. entities. If these entities were to provide ETC and 
Central Matching Services for U.S. securities or U.S. entities, an 
independent assessment must be made as to whether clearing agency 
registration or an exemption from clearing agency registration would 
be required.
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C. The Need for Matching Services

    According to the Securities Industry Association (``SIA''), as 
trading volumes have continued their dramatic upward climb over the 
past decade,\18\ the securities industry has been focusing its 
attention on the transformation the industry must undergo to cope with 
these volumes and the potential for even greater increases in the years 
ahead.\19\ The industry has concluded that the current post-trade 
presettlement processing system for institutional trades needs major 
changes.\20\ This will be especially true if a shorter settlement 
period is to be achieved.\21\ Even in T+3 environment, the current 
system for post-trade presettlement processing of institutional trades, 
which consists of a series of sequential and repetitive steps using a 
process developed when the volume of trades was far lower than it is 
today and when settlement occurred on T+5 is showing signs of 
inadequacy under the increasing volumes of trades.
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    \18\ The SIA has indicated that 250 million institutional trade 
confirmations were processed in 1999. In 1995, 130 million 
institutional trade confirmations were processed.
    \19\ SIA T+1 Business Case Model (July 2000).
    \20\ The institutional trade process typically starts when an 
institution or its agent places an order to buy or sell securities 
with its broker-dealer. After the broker-dealer executes the trade, 
the broker-dealer will advise the institution of the details of the 
executed trade. This is generally called a notice of execution. Once 
received, the institution can use the OASYS system to advise the 
broker-dealer how the trade should be allocated among its various 
accounts.
    When the broker-dealer completes allocating the shares among the 
institution's accounts, the broker-dealer submits trade data 
reflecting its distribution to each of the institution's accounts. 
DTC's TradeSuite service forwards the trade data in the form of a 
confirmation for each account to the institution, the broker-dealer, 
and other interested parties (e.g., correspondent banks or 
trustees). The institution reviews the confirmation for accuracy 
(i.e., compares the confirmations to its allocations instructions). 
For each confirmation, that is accurate, the institution will send 
an affirmation message to DTC. DTC will generate and send an 
affirmed confirmation to the broker-dealer and to the institution's 
settlement agent. At this point, the trade is sent into DTC's 
settlement system. (DTC's TradeSuite service is not a settlement 
system in that no money or securities move through it.)
    \21\ The U.S. securities industry is pursuing a major initiative 
to reduce the settlement cycle for securities transactions from 
three business days (T+3) to one business day (T+1). The SIA T+1 
Business Case Model report suggests that the securities industry can 
shorten the settlement cycle from T+3 to T+1 by June 2004.
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    Many in the industry believe that Central Trade Matching must be 
implemented in order to address these concerns. While institutional 
trade volumes have increased, trade date confirmation input rates have 
remained fairly consistent. As a result, many more trades are being 
confirmed and affirmed later in the settlement cycle, which poses an 
increased risk that trades will fail to settle on T+3.\22\
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    \22\ The average daily U.S. institutional trade volume increased 
to 432,000 trades in 1999 from 182,000 trades in 1995. However, in 
1999, an average of 70,000 institutional trade confirmations with an 
average value of $15 billion a day were not submitted by broker-
dealers into DTC's TradeSuite system on trade date. This doubled the 
1995 average of 36,000 valued at $7 billion. DTC has experienced 
trade date confirmation input rates as low as 76% on certain peak 
days during the first quarter of 2000 as compared with the fairly 
steady average rate of 85% over the past several years. In addition, 
only 12% of trades are currently affirmed on trade date and only 88% 
of trades are affirmed by noon of T+2, the deadline for automatic 
submission of the affirmed trade into DTC's settlement system. The 
remaining 12% are not automatically entered into DTC's settlement 
system and require further action on the part of the parties to 
settle.
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III. Comment Letters

    The Commission received thirty-six comment letters in response to 
the notice of filing of GJVMS's application. Eleven of the comment 
letters praised GJVM's timing in light of the industry need for 
straight-through processing and a shortened settlement cycle to reduce 
settlement risks and stressed that there remain no more meaningful 
efficiencies to be drawn from the current settlement system.\23\ In 
addition, these letters applauded GJVMS'S intention to interoperate 
with other competitors and pledged support in furtherance of GJVMS'S 
progress.
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    \23\ Jerome J. Clair, Chairman, Securities Industry Association 
Operations Committee (June 9, 2000); Peter Johnston, Chairman, SIA 
Institutional Transaction Processing Committee (June 28, 2000); 
Daniel M. Rosenthal, President and CEO, Instinet Clearing Services, 
Inc. (August 21, 2000); Jeffrey C. Bernstein, Bear, Stearns 
Securities Corp. (August 28, 2000); Thomas J. Perna, Senior 
Executive Vice President, The Bank of New York (August 29, 2000); 
James D. Hintz, Chairman, Great Lakes Investment Managers Operations 
Group (September 5, 2000); Diane L. Scheuneman, First Vice 
President, Merrill Lynch Investment Managers (September 12, 2000); 
Judith Donahue, Chairperson, and Kenneth Juster, Director, The Asset 
Managers Forum (September 12, 2000); Melvin B. Taub, Salomon Smith 
Barney (September 14, 2000); Ronald J. Kessler, Corporate Vice 
President and Director of Operations, A.G. Edwards & Sons, Inc. 
(October 5, 2000); and John P. Davidson, Managing Director, Morgan 
Stanley Dean Witter (December 21, 2000).
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    Seventeen comment letters urged the Commission to ensure that no 
entity improperly gains a monopoly on any aspect of trade 
processing.\24\ Those letters requested that before the Commissioning 
grants an exemption to GJVMS's, the Commission take steps to safeguard 
interoperability and competition among service providers.
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    \24\ J. Ann Bonathan, Director, Schroders (December 28, 2000); 
Kamezo Nakai, Managing Director, Nomura Securities Co., Ltd. 
(December 29, 2000); Burkhard H. Gutzeit, Chairman, and C. Steven 
Crosby, Acting Chief Executive Officer, GSTP AG (January 3, 2001); 
Gary Bullock, Global Head of Operations, UBS Warburg (January 3, 
2001); James M. Brown, Senior Vice President and Treasurer, The 
Capital Group Companies, Inc. (January 4, 2001); James J. Mitchell, 
President, Northern Trust Corporation (January 4, 2001); Arthur 
Barton, Chief Administrative Officer, Clay Finley Inc. (January 4, 
2001); Robert K. DiFazio, Salomon Smith Barney (January 4, 2001); 
R.J.M. van der Horst, Managing Director, ABN AMRO Bank (January 4, 
2001); E. Blake Moore, Jr., General Counsel, Nicholas-Applegate 
(January 5, 2001); Mitchel Lenson, Managing Director-Global Head of 
Operations and Technology, Deutsche Bank Group (January 5, 2001); 
Albert E. Petersen, Executive Vice President, State Street (January 
5, 2001); David J. Brooks, Vice President, Merrill Lynch (January 5, 
2001); Neil Henderson, Senior Vice President, The Chase Manhattan 
Bank (January 5, 2001); Michael Wyne, Chairman, and Gary Koenig, 
Vice Chairman, The Asset Managers Forum (January 5, 2001); Bradely 
I. Abelow, Managing Director, Goldman, Sachs & Co. (January 22, 
2001); and Burkhard H. Gutzeit, Chairman, and C. Steven Crosby, 
Acting Chief Executive Officer, GSTP AG (January 30, 2001).

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[[Page 20497]]

    GSTP AG expressed its concern that combining elements of DTC, an 
industry utility, with a commercial entity, Thomson Financial Inc., 
could limit access to DTC by competitors and could give GJVMS an unfair 
advantage through differential pricing, lack of interoperability, and 
preferential treatment of GJVMS's clients by DTC.\25\
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    \25\ Letter from Burkhard H. Gutzeit, Chairman, and C. Steven 
Crosby, Acting Chief Executive Officer, GSTP AG (Janaury 3, 2001).
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    In response to the GSTP AG's comment letters and other comment 
letters raising similar issues, DTCC stated that (1) DTC, as a 
registered clearing agency, is prohibited from unfairly discriminating 
among users, (2) interoperability is a complex issue that must be 
solved through participation of the SIA, the Commission, and competing 
providers, (3) access to DTC's settlement system and the prices it 
charges will not be affected by GJVMS, (4) GJVMS will not use 
intellectual property concerns to interfere with access to DTC, (5) 
standardized access to DTC will still be available as it has been for 
the past twenty-five years, and (6) GJVMS will have its own sales force 
separate from DTC.\26\
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    \26\ Letter from Carl H. Urist, Managing Director and Deputy 
General Counsel, DTCC (January 12, 2001).
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    GSTP AG responded to DTCC's letter and stated that DTC must clearly 
explain which functions will continue to be performed exclusively by 
DTC and which will be performed by GJVMS.\27\ In particular, GSTP AG 
stated that DTCC's response left unclear whether DTC will consider 
GJVMS to be a vendor at the same level as GSTP AG or any other central 
matching service, or whether DTC will accord to GJVMS preferential 
treatment. Also, GSTP AG stated that DTCC failed to address how 
communications with settlement agents will occur. GSTP AG said that 
fair and open access to DTC settlement functions for all matching 
services must encompass a requirement that DTC, not GJVMS, continued to 
provide this service. Furthermore, GSTP AG expressed its concerns that 
DTCC did not clarify interoperability and whether DTC's customer 
service will show preferential treatment to clients of GJVMS.
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    \27\ Letter from Burkhard H. Gutzeit, Chairman, and C. Steven 
Crosby, Acting Chief Executive Officer, GSTP AG (January 30, 2001).
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    DTCC responded to GSTP AG's January 3, 2001, letter by stating that 
the GSTP AG comment letter reflects confusion by GSTP AG about the 
functions to be performed by GJVMS.\28\ In addition, DTCC stated that 
DTC would limit its activities to following the settlement instructions 
authorized by its participants whether those instructions were 
submitted by GJVMS, GSTP, AG, or any other Central Matching Service or 
vendor. Finally, DTCC stated that its expects that the concerns 
expressed by GSTP AG about interoperability and the relationship 
between DTC and GJVMS will be fully addressed in the Commission's 
approval orders.
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    \28\ Letter from Richard B. Nesson, Managing Director and 
General Counsel, DTCC (March 9, 2001).
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    A comment by TLX Trading Network expressed concern about the post-
merger availability and affordability of TradeMessage, SID, and ALERT 
to vendors.\29\ DTCC stated in response that access to TradeMessage, 
SID, and ALERT will not be hampered by GJVMS.\30\ DTCC asserted that 
the same procedure for settlement instructions will continue after the 
formation of GJVMS. Vendors acting on behalf of DTC participants will 
be able to transmit settlement instructions directly to DTC without the 
involvement of GJVMS. As is done today, DTC will charge fees for such 
services to the participants on whose behalf the vendors are acting, 
with no additional charges to the vendors, In addition, DTCC stated in 
its letter that the same open access by customers' vendors to SID will 
continue with respect to the unified database after GJVMS commences 
operations.
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    \29\ Letter from Justin Lowe, Chief Executive Officer, and 
Robert Raich, Chief Financial Officer, TLX Trading Network (``TLX'') 
(December 18, 2000).
    \30\ Letter from Carl H. Urist, Managing Director and Deputy 
General Counsel, DTCC (January 4, 2001).
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    Sungard expressed concern that moving TradeSuite and SID to GJVMS 
will require competitors either to adhere to GJVMS's protocols and 
presumably higher fees for access or to incur the expense of building 
redundant databases.\31\ DTCC responded that the Sungard letter appears 
to raise the same issues that were previously addressed in DTCC's 
January 4, and 12, 2001, letters responding to the TLX and GSTP AG 
letters.\32\
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    \31\ Letter from Lawrence A. Gross, Vice President and General 
Counsel, Sungard (February 9, 2001).
    \32\ Letter from Richard B. Nesson, Managing Director and 
General Counsel, DTCC (March 9, 2001).
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IV. Discussion

A. Statutory Standards

    Section 17A(b)(1) of the Exchange Act requires all clearing 
agencies to register with the Commission.\33\ On April 6, 1998, the 
Commission issued the Matching Release in which it concluded that an 
entity that provides matching services \34\ as an intermediary between 
broker-dealers and institutional customers is a clearing agency \35\ 
and is subject to the registration requirements of section 
17A(b)(1).\36\
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    \33\ 15 U.S.C. 78q-1(b)(1).
    \34\ Matching is the term used to describe the process whereby 
an intermediary independently determines whether trade data 
submitted by a broker-dealer (i.e., confirmation information) 
matches the trade data submitted by the broker-dealer's 
institutional customer (i.e., allocation information). If the 
information matches, the intermediary generates an affirmed 
confirmation to the broker-dealer and the institution.
    \35\ Section 3(a)(23) of the Exchange Act, 15 U.S.C. 78c(a)(23), 
defines the term clearing agency as, among other things:
    [A]ny person who acts as an intermediary in making payments or 
deliveries or both in connection with transactions in securities or 
who provides facilities for comparison of data respecting the terms 
of settlement of securities transactions, to reduce the number of 
settlements of securities transactions, or for the allocation of 
securities settlement responsibilities.
    \36\ Securities Exchange Act Release No. 39829 (April 6, 1998), 
63 FR 17943. Specifically, the Matching Release concluded that 
matching constitutes ``comparison of data respecting the terms of 
settlement of securities transactions.''
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    However, section 17A(b)(1) also states that, upon the Commission's 
motion or upon a clearing agency's application, the Commission may 
conditionally or unconditionally exempt a clearing agency from any 
provisions of section 17A or the rules or regulations thereunder if the 
Commission finds that such exemption is consistent with the public 
interest, the protection of investors, and the purposes of section 17A, 
including the prompt and accurate clearance and settlement of 
securities transactions and the safeguarding of securities and 
funds.\37\ As the Matching Release noted, a clearing agency whose 
clearing agency functions are limited to providing a Central Matching 
Service generally would be required to register as a clearing agency 
but could apply for an appropriate exemption.
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    \37\ The Commission granted Thomson Financial Technology 
Services, Inc., a wholly owned subsidiary of then Thomson 
Information Services Inc., an exemption to provide a matching 
service. Securities Exchange Act Release No. 41377 (May 7, 1999), 64 
FR 25948 [File No. 600-31]. The Commission also approved a proposed 
rule change filed by DTC, a registered clearing agency, that allows 
DTC to provide a matching service. Securities Exchange Act Release 
No. 39832 (April 6, 1998), 63 FR 18062 [File No. SR-DTC-95-23].
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B. Evaluation of GJVMS's Application for Exemption

    In evaluating GJVMS's application for exemption, the Commission is 
guided by the requirements of section 17A of the Exchange Act. Among 
other factors, the Commission considered GJVMS's risk management 
procedures, operational capacity and safeguards,

[[Page 20498]]

organizational structure, and ability to operate in a manner that will 
satisfy the fundamental goals of section 17A (i.e., the safety and 
soundness of the national clearance and settlement system).
    As discussed below, the Commission has carefully considered the 
impact of GJVMS's proposed operation of a Central Matching Service on 
the national system for clearance and settlement and the potential 
impact on competition. Because the Central Matching Service will be the 
only clearing agency function that GJVMS will perform, the Commission 
believes that an exemption from full registration as a clearing agency 
is appropriate.\38\ The Commission has also carefully considered the 
comment letters received in response to GJVMS's application and the 
fact that GJVMS will combine the two principal systems used by broker-
dealers and institutional investors for post-trade, presettlement 
processing of U.S. trades. The Commission concludes that the conditions 
set forth in the exemption order appropriately address the issues 
raised by the comments.\39\
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    \38\ GJVMS specifically represented that it will not perform 
other functions of a clearing agency such as net settlement, 
maintaining a balance of open positions between buyers and sellers, 
marking securities to the market, or handling funds or securities.
    \39\ The Commission also notes that another order it is issuing 
today addresses commenters' concerns about possible preferential 
treatment for GJVMS by DTC. The order specifically highlights the 
existing statutory requirement that DTC provide equitable allocation 
of dues, fees, and other charges among its participants and refrain 
from imposing any burden on competition not necessary or appropriate 
in furtherance of the purposes of section 17A of the Exchange Act. 
Securities Exchange Act Release No. 44189 (April 17, 2001) [File No. 
DTC-00-10] (order approving proposed rule change by DTC to transfer 
its TradeSuite service to DTCC).
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    The Commission also finds that the conditions imposed upon GJVMS 
respecting other Central Matching Services will promote transparency, 
consistency, and interoperability in central trade matching and will 
assure that other Central Matching Services receive equal treatment. 
Consequently, the Commission believes these conditions are consistent 
with the public interest, the protection of investors, and the purposes 
of section 17A. Because these conditions are designed to promote 
interoperability, the Commission intends to require substantially the 
same conditions of other Central Matching Services that obtain an 
exemption from registration as a clearing agency.

C. Terms of GJVMS's Exemption \40\
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    \40\ The United States Department of Justice provided advice to 
the Commission in formulating certain conditions of this order.
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1. Scope of Exemption
    This order grants GJVMS an exemption from registration as a 
clearing agency under section 17A of the Exchange Act to provide a 
Central Matching Service and an ETC service where it will act as an 
intermediary in the confirmation/affirmation process to compare a 
broker-dealer's trade data with a customer's allocation instructions to 
produce an affirmed confirmation.\41\ The exemption is granted subject 
to conditions that the Commission believes are necessary and 
appropriate in light of the statutory requirements of the section 17A 
objective of promoting a safe and efficient national clearance and 
settlement system and in light of GJVMS's structure and proposed 
operation. This exemptive order and the conditions an limitations 
contained in it are consistent with the Commission's statement in the 
Matching Release that an entity that limits its clearing agency 
functions to providing matching services does not have to be subject to 
the full range of clearing agency regulations.\42\
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    \41\ Because the Commission is granting GJVMS an exemption from 
clearing agency registration, GJVMS will not be a self-regulatory 
organization and therefore will not be required to file rule changes 
in accordance with section 19(b) of the Exchange Act, 15 U.S.C. 
78s(b). Furthermore, the Commission is not requiring GJVMS to comply 
with the rule change filing requirements of section 19(b) as a 
condition of its exemption.
    \42\ See also Thomson Financial Technology Services, Inc., 
Securities Exchange Act Release No. 41377 (May 7, 1999), 64 FR 25948 
[File No. 600-31] (order granting application for exemption from 
clearing agency registration).
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2. Conditions of Exemption
    The Commission is including specific conditions to this exemption. 
As noted above, these conditions are designed to promote a safe and 
efficient national clearance and settlement system and to enable the 
Commission to monitor the operation of GJVMS's Central Matching 
Service.
    a. Operational Conditions. (1) Before beginning the commercial 
operation of its central matching service, GJVMS shall provide the 
Commission with an audit report that addresses all the areas discussed 
in the Commission's Automation Review Policies (ARPs).\43\ In order to 
verify that GJVMS is so organized and has the capacity to be able to 
facilitate prompt and accurate matching services, the exemption 
contained in this order will take effect thirty days after our staff 
has received an acceptable audit report.
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    \43\ Securities Exchange Act Release Nos. 27445 (November 16, 
1989), 54 FR 48703; and 29185 (May 9, 1991), 56 FR 22490.
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    (2) GJVMS shall provide the Commission (beginning in its first year 
of operation) with annual reports and any associated field work 
prepared by competent, independent audit personnel that are generated 
in accordance with the annual risk assessment of the areas set forth in 
the ARPs. GJVMS shall provide the Commission (beginning in its first 
year of operation) with annual audited financial statements prepared by 
competent independent audit personnel.
    (3) GJVMS shall report all significant systems outages to the 
Commission. If it appears that the outage may extend for thirty minutes 
or longer, GJVMS shall report the systems outage immediately. If it 
appears that the outage will be resolved in less than thirty minutes, 
GJVMS shall report the systems outage within a reasonable time after 
the outage has been resolved.
    (4) GJVMS shall provide the Commission with twenty business days' 
advance notice of any material changes that GJVMS makes to its Central 
Matching Service or ETC service. These changes will not require the 
Commission's approval before they are implemented.
    (5) GJVMS shall respond and require its service providers 
(including DTCC and Omgeo) to respond to requests from the Commission 
for additional information relating to its Central Matching Service and 
ETC service, and provide access to the Commission to conduct on-site 
inspections of all facilities (including automated systems and systems 
environment), records, and personnel related to the Central Matching 
Service and ETC service. The requests for information shall be made and 
the inspections shall be conducted solely for the purpose of reviewing 
the Central Matching Service's and the ETC service's operations and 
compliance with the federal securities laws and the terms and 
conditions of this exemptive order.
    (6) GJVMS shall supply the Commission or its designee with periodic 
reports regarding the affirmation rates for institutional transactions 
effected by institutional investors that utilize its Central Matching 
Service and ETC service.\44\
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    \44\ DTC submits monthly affirmation/confirmation reports to the 
appropriate self-regulatory organizations. The Commission 
anticipates a similar schedule for GJVMS.
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    (7) GJVMS shall preserve a copy or record of all trade details, 
allocation

[[Page 20499]]

instructions, central trade matching results, reports and notices sent 
to customers, service agreements, reports regarding affirmation rates 
that are sent to the Commission or its designee, and any complaint 
received from a customer, all of which pertain to the operation of its 
Central Matching Service and ETC service. GJVMS shall retain these 
records for a period of not less than five years, the first two years 
in an easily accessible place.
    (8) GJVMS shall not perform any clearing agency function (such as 
net settlement, maintaining a balance of open positions between buyers 
and sellers, or marking securities to the market) other than as 
permitted by this exemption.
    (9) Before beginning the commercial operation of its Central 
Matching Service, GJVMS shall provide the Commission with copies of the 
service agreements between DTCC and Omgeo, between Thomson Financial 
Inc. and Omgeo, and between Omgeo and GJVMS. GJVMS shall notify the 
Commission of any material changes to these service agreements.
    b. Interoperability Conditions. (1) GJVMS shall develop, in a 
timely and efficient manner, fair and reasonable linkages between 
GJVMS's Central Matching Service and Other Central Matching Services 
\45\ that, at a minimum, allow parties to trades that are processed 
through one or more Central Matching Services to communicate through 
one or more appropriate effective interfaces with Other Central 
Matching Services.
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    \45\ ``Other Central Matching Services'' means each Central 
Matching Service that is registered with the Commission or that 
receives an exemption from clearing agency registration from the 
Commission.
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    (2) GJVMS shall devise and develop interfaces with Other Central 
Matching Services that enable end-user clients or any service that 
represents end-user clients to GJVMS (``End-User Representative'') to 
gain a single point of access to GJVMS and Other Central Matching 
Services. Such interfaces must link with each Central Matching Service 
so that an end-user client of one Central Matching Service can 
communicate with all end-user clients of all Central Matching Services, 
regardless of which Central Matching Service completes trade matching 
prior to settlement.
    (3) If any intellectual property proprietary to GJVMS is necessary 
to develop, build, and operate links or interfaces to GJVMS's Central 
Matching Service, as specified in this order, GJVMS shall license such 
intellectual property to Other Central Matching Services seeking 
linkage to GJVMS on fair and reasonable terms for use in such links or 
interfaces.
    (4) GJVMS shall waive any right to assert any patent claims to 
prevent any Other Central Matching Service from operating a Central 
Matching Service that it has developed independently from GJVMS's 
Central Matching Service. Such waiver shall be self-executing and to 
the benefit of all Other Central Matching Services.
    (5) GJVMS shall support industry standards in each of the following 
categories: Communication protocols (e.g., TCP/IP, SNA); message and 
file transfer protocols and software (e.g., FIX, MQSeries, SWIFT); 
message format standards (e.g., FIX, ISITC); and message languages and 
metadata (e.g., XML). However, GJVMS need not support all existing 
industry standards or those listed above by means of example. Within 
three months of regulatory approval, GJVMS shall make publicly known 
those standards supported by GJVMS's Central Matching Service. To the 
extent that GJVMS decides to support other industry standards, 
including new and modified standards, GJVMS shall make these standards 
publicly known upon making such decision or within three months of 
updating its system to support such new standards, whichever is sooner. 
Any translation to/from these published standards necessary to 
communicate with GJVMS's system shall be performed by GJVMS without any 
significant delay or service degradation of the linked parties' 
services.
    (6) GJVMS shall make all reasonable efforts to link with each Other 
Central Matching Service in a timely and efficient manner, as specified 
below. Upon written request (the ``Written Request''), GJVMS shall 
negotiate with each Other Central Matching Service to develop and build 
an interface that allows the two to link central matching services 
(``Interface''). GJVMS shall involve neutral industry participants 
(e.g., qualified SIA representative(s) not serving on the Board or 
Executive Committee of any Other Central Matching Service or otherwise 
affiliated or associated with any Other Central Matching Service) in 
all negotiations to build or develop Interfaces and, to the extent 
feasible, incorporate input from such participants in determining the 
specifications and architecture of such interfaces. Absent adequate 
business or technological justification,\46\ GJVMS and the requesting 
Other Central Matching Service shall conclude negotiations and reach a 
binding agreement to develop and build an Interface within 120 calendar 
days of GJVMS's receipt of the Written Request. This 120-day period may 
be extended upon the written agreement of both GJVMS and the Other 
Central Matching Service engaged in negotiations. For each Other 
Central Matching Service with whom GJVMS reaches a binding agreement to 
develop and build an Interface, GJVMS shall begin operating such 
Interface within 90 days of reaching a binding agreement and receiving 
all the information necessary to develop and operate it. This 90-day 
period may be extended upon the written agreement of both GJVMS and the 
Other Central Matching Service. For each Interface and within the same 
time GJVMS must negotiate and begin operating each Interface, GJVMS and 
the Other Central Matching Service shall agree to ``Commercial Rules'' 
for coordinating in the provision of Central Matching Services through 
their respective Interface, including commercial rules: (A) Allocating 
responsibility for performing Central Matching Services; and (B) 
allocating liability for service failures. GJVMS shall also involve 
neutral industry participants in negotiating applicable Commercial 
Rules and, to the extent feasible, take input from such participants 
into account in agreeing to Commercial Rules. At a minimum, each 
Interface shall enable GJVMS and the Other Central Matching Service to 
transfer between them all trade and account information necessary to 
fulfill their respective central matching responsibilities as set forth 
in their Commercial Rules (``Trade and Account Information''). Absent 
an adequate business or technological justification, GJVMS shall 
develop and operate each Interface without imposing conditions that 
negatively impact the Other Central Matching Service's ability to 
innovate its matching service or develop and offer other value-added 
services relating to its matching service or that negatively impact the 
Other Central Matching Service's ability to compete effectively against 
GJVMS.
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    \46\ The failure of neutral industry participants to be 
available or to submit their input within the 120 day or 90 day time 
periods set forth in this Paragraph shall not constitute an adequate 
business or technological justification for failing to adhere to the 
requirements set forth in this Paragraph.
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    (7) In order to facilitate fair and reasonable linkages between 
GJVMS and Other Central Matching Services, GJVMS shall publish or make 
available to any Other Central Matching Service the specifications for 
any Interface and its corresponding Commercial Rules that are in 
operation within twenty days of receiving a request for such 
specifications and Commercial Rules.

[[Page 20500]]

Such specifications shall contain all the information necessary to 
enable any Other Central Matching Services not already linked to GJVMS 
through an Interface to establish a linkage with GJVMS through an 
Interface or a substantially similar interface. GJVMS shall link to any 
Other Central Matching Service, if the Other Central Matching Service 
so opts, through an interface substantially similar to any Interface 
and its corresponding Commercial Rules that GJVMS is currently 
operating. GJVMS shall begin operating such substantially similar 
interface and Commercial Rules with the Other Central Matching Service 
within 90 days of receiving all the information necessary to operate 
that link. This 90-day period may be extended upon the written 
agreement of both GJVMS and the Other Central Matching Service that 
plans to use that link.
    (8) GJVMS and respective Other Central Matching Services shall bear 
their own costs of building and maintaining an Interface, unless 
otherwise negotiated by the parties.
    (9) If a dispute arises relating to the negotiation for the 
building, development, or initial operation of an Interface, or 
Commercial Rules relating to that Interface, that cannot be resolved 
within the time frames set forth above, GJVMS or the Other Central 
Matching Service may submit the dispute to the Commission for review 
and request Commission assistance in its timely resolution.
    (10) GJVMS shall provide to all Other Central Matching Services and 
End-User Representatives that maintain linkages with GJVMS sufficient 
advance notice of any material changes, updates, or revisions to its 
interfaces to allow all parties who link to GJVMS through affected 
interfaces to modify their systems as necessary and avoid system 
downtime, interruption, or system degradation.

Price for Interfaces

    (11) GJVMS and each Other Central Matching Service shall negotiate 
fair and reasonable charges and terms of payment for the use of their 
Interface with respect to the sharing of Trade and Account Information 
(``Interface Charges''). In any fee schedule adopted under Paragraphs 
11, 12, or 13 of this Order, GJVMS's Interface Charges shall be equal 
to the Interface Charges of the respective Other Central Matching 
Service.
    (12) If GJVMS and the Other Central Matching Service cannot reach 
agreement on fair and reasonable Interface Charges within 60 days of 
receipt of the Written Request, GJVMS and the Other Central Matching 
Service shall submit to binding arbitration under the rules promulgated 
by the American Arbitration Association. The arbitration panel shall 
have 60 days to establish a fee schedule. The arbitration panel's 
establishment of a fee schedule shall be binding on GJVMS and the Other 
Central Matching Service unless and until the fee schedule is 
subsequently modified or abrogated by the Commission or GJVMS and the 
Other Central Matching Service mutually agree to renegotiate.\47\
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    \47\ The Commission is reserving its jurisdiction to, in its 
sole discretion, review de novo the fee schedule resulting from 
negotiation or arbitration. See section 17A(b)(3)(I), 15 U.S.C. 78q-
1(b)(3)(I).
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    (13) (A) The following parameters shall be considered in 
determining fair and reasonable Interface Charges: (i) The variable 
cost incurred for forwarding Trade and Account Information to Other 
Central Matching Services; (ii) the average cost associated with the 
development of links to end-users and End-User Representatives; and 
(iii) GJVMS's Interface Charges to Other Central Matching Services. (B) 
The following factors shall not be considered in determining fair and 
reasonable Interface Charges: (i) The respective cost incurred by GJVMS 
or the Other Central Matching Service in creating and maintaining 
Interfaces; (ii) the value that GJVMS or the Other Central Matching 
Service contributes to the relationship; (iii) the opportunity cost 
associated with the loss of profits to GJVMS that may result from 
competition from Other Central Matching Services; (iv) the cost of 
building, maintaining, or upgrading GJVMS's central matching service; 
or (v) the cost of building, maintaining, or upgrading value added 
services to GJVMS's central matching service. (C) In any event, the 
Interface Charges shall not be set at a level that unreasonably deters 
entry or otherwise diminishes price or non-price competition with GJVMS 
by Other Central Matching Services.

Prices for Customers

    (14) GJVMS shall not charge its customers more for use of its 
Central Matching Service when one or more counter-parties are customers 
of Other Central Matching Services than GJVMS charges its customers for 
use of its Central Matching Service when all counter-parties are 
customers of GJVMS. GJVMS shall not charge customers any additional 
amount for forwarding to or receiving Trade and Account Information 
from Other Central Matching Services called for under applicable 
Commercial Rules.
    (15) GJVMS shall maintain its quality, capacity and service levels 
in the interfaces with Other Central Matching Services (``matching 
services linkages'') without bias in performance relative to similar 
transactions processed completely within GJVMS. GJVMS shall preserve 
and maintain all raw data and records necessary to prepare reports 
tabulating separately the processing and response times on a trade by 
trade basis for: (A) Completing its Central Matching Service when all 
counter-parties are customers of GJVMS; (B) completing its Central 
Matching Service when one or more counter-parties are customers of 
Other Central Matching Services; or (C) forwarding trade information to 
Other Central Matching Services called for under applicable Commercial 
Rules. GJVMS shall retain the data and records for a period not less 
than six years. Sufficient information shall be maintained to 
demonstrate that the requirements of Paragraph 16 below are being met. 
GJVMS and its service providers shall provide the Commission with 
reports regarding the time it takes GJVMS to process trades and forward 
information under various circumstances within thirty days of the 
Commission's request for such reports. However, GJVMS shall not be 
responsible for identifying the specific cause of any delay in 
performing its Central Matching Service where the fault for such delay 
is not attributable to GJVMS.
    (16) GJVMS shall process trades or facilitate the processing of 
trades by Other Central Matching Services on a first-in-time priority 
basis. For example, if GJVMS receives Trade and Account Information 
that GJVMS is required to forward to Other Central Matching Services 
under applicable Commercial Rules (``pass through information'') prior 
to receiving Trade and Account Information from GJVMS's customers 
necessary to provide Central Matching Services for a trade in which all 
parties are customers of GJVMS (``intra-hub information''), GJVMS shall 
forward the pass through information to the designated Other Central 
Matching Service prior to processing the intra-hub information. If, on 
the other hand, the information were to come in the reverse order, 
GJVMS shall process the intra-hub information before forwarding the 
pass-through information.
    (17) GJVMS shall sell access to its databases, systems or 
methodologies for transmitting settlement instructions (including 
settlement instructions from investment managers, broker-dealers, and 
custodian banks) and/or

[[Page 20501]]

transmitting Trade and Account Information to and receiving 
authorization responses from settlement agents on fair and reasonable 
terms to Other Central Matching Services and End-User Representatives. 
Such access shall permit Other Central Matching Services and End-User 
Representatives to draw information from those databases, systems, and 
methodologies for transmitting settlement instructions and/or 
transmitting Trade and Account Information to and receiving 
authorization responses from settlement agents for use in their own 
Central Matching Services or End-User Representatives' services. The 
links necessary for Other Central Matching Services and End-User 
Representatives to access GJVMS's databases, systems or methodologies 
for transmitting settlement instructions and/or transmitting Trade and 
Account Information to and receiving authorization responses from 
settlement agents must comply with the conditions set forth in 
Paragraphs 3, 5, 10, 15 and 16 of this order.
    (18) For the first five years from the date of this order, GJVMS 
shall provide the Commission with reports every six months sufficient 
to document GJVMS's adherence to the obligations relating to interfaces 
set forth in Paragraphs 6 through 14 and Paragraph 17 above. GJVMS 
shall incorporate into such reports information including but not 
limited to: (A) all Other Central Matching Services linked to GJVMS; 
(B) the time, effort, and cost required to establish each link between 
GJVMS and Other Central Matching Services; (C) any proposed links 
between GJVMS and Other Central Matching Services as well as the status 
of such proposed links; (D) any failure or inability to establish such 
proposed links or fee schedules for Interface Charges; (E) any written 
complaint received from Other Central Matching Services relating to its 
established or proposed links with GJVMS; and (F) if GJVMS failed to 
adhere to any of the obligations relating to interfaces set forth in 
Paragraphs 6 through 14 and Paragraph 17 above, its explanation for 
such failure. The Commission shall treat information submitted in 
accordance with this Paragraph as confidential, non-public information. 
If any Other Central Matching Service seeks to link with GJVMS more 
than five years after issuance of this order, GJVMS shall notify the 
Commission of the Other Central Matching Service's request to link with 
GJVMS within ten days of receiving such request. In addition, GJVMS 
shall provide reports to the Commission in accordance with this 
Paragraph commencing six months after the initial request for linkage 
is made until one year after GJVMS and the Other Central Matching 
Service begin operating their interface. The Commission reserves the 
right to request reports from GJVMS at any time. GJVMS shall provide 
the Commission with such updated reports within thirty days of the 
Commission's request.
    (19) GJVMS shall also publish or make available upon request to any 
End-User Representative the necessary specifications, protocols, and 
architecture of any interface created by GJVMS for any End-User 
Representative.
3. Modification of Exemption
    The Commission may modify by order the terms, scope, or conditions 
of GJVMS's exemption from registration as a clearing agency if it 
determines that such modification is necessary or appropriate in the 
public interest, for the protection of investors, or otherwise in 
furtherance of the purposes of the Exchange Act.\48\ Furthermore, the 
Commission may limit, suspend, or revoke this exemption if it finds 
that GJVMS has violated or is unable to comply with any of the 
provisions set forth in this order if such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Exchange Act.
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    \48\ GJVMS must amend its Form CA-1 with respect to any changes 
to the information reported at items 1, 2, and 3 of its Form CA-1 to 
the extent that such changes are not reported in the disclosure 
documents. In addition, GJVMS is required to file with the 
Commission amendments to its application for exemption on Form CA-1 
if it makes any material change affecting its matching service or 
ETC service as summarized in this order, in its Form CA-1 dated 
September 19, 2000, or in any subsequently filed amendments to its 
Form CA-1, which would make the information in this order or in its 
Form CA-1 incomplete or inaccurate.
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V. Conclusion

    In light of the conditions prescribed above, the Commission 
believes that GJVMS will have sufficient operational and processing 
capability to facilitate prompt and accurate matching services. 
Moreover, the Commission notes that GJVMS's exemption will be subject 
to conditions that are designed to enable the Commission to monitor 
GJVMS's risk management procedures, operational capacity and 
safeguards, corporate structure, and ability to operate in a manner to 
further the fundamental goals of section 17A. Therefore, the Commission 
finds that GJVMS's application for exemption from registration as a 
clearing agency is consistent with the public interest, the protection 
of investors, and the purposes of section 17A.
    It Is Therefore Ordered, pursuant to section 17A(b)(1) of the 
Exchange Act, that the request for exemption from registration as a 
clearing agency filed by Global Joint Venture Matching Services--US, 
LLC (File No. 600-32) be, and hereby is, granted subject to the 
conditions contained in this order.

By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-9962 Filed 4-20-01; 8:45 am]
BILLING CODE 8010-01-M