[Federal Register Volume 73, Number 110 (Friday, June 6, 2008)]
[Notices]
[Pages 32373-32376]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-12667]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-57901; File Nos. SR-DTC-2007-14 and SR-NSCC-2007-14]
Self-Regulatory Organizations; the Depository Trust Company and
National Securities Clearing Corporation; Order Approving Proposed Rule
Changes, as Amended, To Provide for the Settlement of Institutional
Transactions in Conjunction With Each Other Through a Service Called ID
Net
June 2, 2008.
I. Introduction
October 15, 2007, The Depository Trust Company (``DTC'') and the
National Securities Clearing Corporation (``NSCC'') each filed with the
Securities and Exchange Commission (``Commission'') and on December 20,
2007, and on February 25, 2008, each amended their proposed rule
changes pursuant to Section 19(b)(1) of the Securities Exchange Act of
1934 (``Act'').\1\ Notice of the proposal was published in the Federal
Register on April 2, 2008.\2\ The Commission received no comment
letters in response to the proposed rule changes. For the reasons
discussed below, the
[[Page 32374]]
Commission is approving the proposed rule changes, as amended.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ Securities Exchange Act Release No. 57573 (March 27, 2008),
73 FR 18019 (SR-DTC-2007-14 and SR-NSCC-2007-14).
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II. Description
1. Background
Unlike exchange trades and most prime broker trades, most
institutional delivery (``ID'') transactions do not currently flow
through NSCC's Continuous Net Settlement system (``CNS'').\3\ Rather,
these institutional transactions are processed and settled at DTC. The
ID Net Service will allow subscribers to the service to net all
eligible affirmed institutional transactions at DTC against their CNS
transactions at NSCC.
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\3\ NSCC's CNS is an automated accounting and securities
settlement system that centralizes and nets the settlement of
compared and recorded securities transactions and maintains an
orderly flow of security and money balances. CNS provides clearance
for equities, corporate bonds, unit investment trusts, and municipal
bonds that are eligible for book-entry transfer at DTC.
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The ID Net Service will accept affirmed institutional transactions
that are eligible for the ID Net Service from clearing agencies
registered pursuant to Section 17A of the Act, other entities (such as
Omgeo Matching Services--US LLC) which have obtained an exemption from
clearing agency registration from the Commission, and Qualified
Vendors, as defined in the rules of the New York Stock Exchange, the
National Association of Securities Dealers, or other self-regulatory
organizations (entities with exemptions from clearing agency
registration or Qualified Vendor are collectively referred to as
``Affirming Agencies''), and net the broker-dealer side of such
transaction with the broker-dealer's CNS obligations.
Eligibility for the ID Net Service will require that a broker-
dealer be an NSCC Member eligible for CNS processing and a DTC
Participant (``ID Net Firm'') and that a bank be a DTC Participant
(``ID Net Bank'') (collectively ``ID Net Subscribers''). In addition,
eligibility for ID Net Service processing will be based on the
underlying security being processed, the type of transaction submitted
for processing, and the timing of affirmation. Participation in the ID
Net Service will be voluntary and will be governed by the rules and
procedures applicable to the ID Net Service as described below. All ID
Net Subscribers will be required to enter into separate ID Net
Subscriber agreements with NSCC and/or DTC, as applicable, governing
their use of the ID Net Service.
2. Current Processing
A typical ID transaction is currently processed as follows. An
Investment Manager, acting on behalf of its Institutional client,
executes a transaction with Firm A. The Investment Manager, or a
Custodian acting on its behalf, and Firm A submit the transaction data
to an Affirming Agency (for example, Omgeo) for confirmation/
affirmation. Once affirmed, the Affirming Agency's automated systems
transmit settlement instructions for the matched transaction to DTC's
Inventory Management System (``IMS'') to be processed. These ID
transactions are not netted, rather they are settled on a trade-for-
trade basis at DTC.
3. Proposed Service
In order to extend netting benefits and efficiencies to
institutional transactions, NSCC will extend its clearance and
settlement functionalities to net the broker-dealer's side of
institutional transactions with the broker-dealer's broker-to-broker
activity that is eligible for processing through NSCC's CNS service.
Most equity securities that are currently eligible for CNS
processing will be eligible for ID Net Service processing. However, ID
Net Services will initially exclude the following: (1) Corporate and
municipal bonds and unit investment trust issues; (2) new issue
securities in their first day of IPO trading; (3) securities that are
IPO tracked since the use of omnibus accounts will bypass the tracking
system; (4) trades in issues that are currently undergoing a mandatory
or voluntary reorganization; (5) trades in securities with a CNS buy-
in; and (6) trades in securities appearing on the Commission's
Regulation SHO list.\4\
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\4\ NSCC has determined that certain security types may have a
relatively high rate of delivery failure or may disrupt normal
processing of transactions in the ID Net Service. Such securities
will initially be excluded from the service; however, as experience
with the service grows, the status of such securities may be
reevaluated.
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To facilitate the processing of ID Net Service transactions, two
new securities accounts will be established by NSCC at DTC on behalf of
all ID Net Firms that have elected to use the ID Net Service--the ``ID
Netting Subscriber Deliver Account'' and the ``ID Netting Subscriber
Receive Account'' (collectively referred to as the ``ID Netting
Subscriber Accounts''). NSCC will be the owner of both accounts and
will act as agent for the ID Net Firms. NSCC will process ID Net
Service transactions through these accounts on behalf of participating
ID Net Firms. While NSCC will direct transactions through these
accounts on behalf of the ID Net Firms, the ID Net Firms, not NSCC,
will be responsible for satisfying applicable DTC risk management
controls and Participant Fund requirements for their activity in the ID
Netting Subscriber Accounts.
The ID Netting Subscriber Deliver Account will be maintained for
all ID Net Firms receiving ID Net Eligible Securities from an ID Net
Bank. The ID Netting Member Receive Account will be maintained for all
ID Net Firms receiving ID Net Eligible Securities from CNS that are
bound for delivery by that ID Net Firm to an ID Net Bank.\5\
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\5\ ID Net Firms will not have the ability to direct
transactions to either ID Netting Subscriber Account. All ID Net
Firm positions in either the ID Netting Subscriber Deliver Account
or the ID Netting Subscriber Receive Account will be recorded
separately by NSCC and in no event will securities positions of one
ID Net Firm be attributed to another ID Net Firm.
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With the establishment of these two new ID Netting accounts, ID Net
Service transactions will be processed as follows. Upon affirmation,
the Affirming Agency will check that the transaction is eligible for ID
Net Service processing. If the transaction qualifies, the Affirming
Agency prior to submitting that affirmed transaction to IMS will flag
the transaction by populating the delivery instructions third party
field with the account number of the ID Netting Subscriber.
IMS will facilitate the delivery of the securities, subject to
DTC's risk management controls, to the ID Netting Subscriber Deliver
Account. On the night of trade date plus two (``T+2''), the ID Net
Firm's CNS position, if any, will be updated for the quantity and value
of the ID Net Service transaction and an open obligation in the ID
Netting Subscriber Deliver Account will be created.
For transactions in which the ID Net Firm is delivering securities
to an ID Net Bank, on the night of T+2, the ID Net Firm's CNS position,
if any, will be updated for the quantity and value of the ID Net
Service transaction and an open obligation in the ID Netting Subscriber
Receive Account will be created. Once the securities are credited to
the ID Netting Subscriber Receive Account, the securities will be
delivered, subject to DTC's Risk Management controls, to the ID Net
Bank's account.
ID Net Service transactions not completed for any reason, including
due to a party's failure to deliver or pass DTC's risk management
controls, by 11:30 a.m. on settlement date will be ``dropped'' from ID
Net Service and instead will be settled trade-for-trade between the
original counterparties at DTC as if the transaction had not been
included in the ID Net Service.
[[Page 32375]]
4. Eligibility Requirements
Eligibility is based on the participants, the underlying security,
the type of trade, and the timing of the affirmation as follows: (1)
The broker-dealer must be both an NSCC Member and a DTC Participant;
(2) The custodian bank must be a DTC Participant; (3) The broker-dealer
and the custodian bank must both elect to participate in the ID Net
Service; and (4) The security must be an equity security eligible for
CNS. The following securities will not be eligible for the ID Net
Service: (1) Corporate and municipal bonds; (2) unit investment trust
issues; (3) new issue securities in their first day of trading; (4)
securities that are IPO tracked since the use of omnibus accounts will
bypass the tracking system; (5) securities that are undergoing a
mandatory or voluntary reorganization; (6) securities with a pending
CNS buy-in; and (7) Regulation SHO securities.\6\ The trade must be
affirmed before 9 p.m. on trade date plus one (``T+1''), and the trade
must be ``regular-way'' (i.e., scheduled for T+3 settlement).
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\6\ Supra note 4.
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After a transaction has been affirmed and deemed eligible for the
ID Net Service, DTC will monitor the ID Net Service transaction's
eligibility up until approximately 8 p.m. on the night of T+2. If the
transaction becomes ineligible for any reason, the transaction will be
exited from the ID Net Service processing and will be settled on a
trade-for-trade basis between the ID Net Firm and the ID Net Bank
outside of the ID Net Service at DTC.
5. Settlement
Upon receipt of the affirmation of an eligible trade from the
Affirming Agency, DTC's IMS System will automate the following: (1) For
bank deliveries, IMS will move the ``original clearing broker'' from
the ``receiver's field'' to the ``third party field'' of the ID
delivery instruction and will replace it with a with the ID Netting
Subscriber Delivery Account and (2) For bank receives, IMS will move
the ``original clearing broker'' from the ``deliverer's field'' to the
``third party field'' of the ID delivery instruction and will replace
it with the ID Netting Subscriber Receive Account.
Custodian banks will still be able to exempt or authorize ID
deliveries in IMS before the night cycle as they do today; and trades
that are eligible for ID Net Service but which are still in a pending
state by 11:30 a.m. on settlement date will revert to trade-for-trade
settlement versus the original clearing participant and will not settle
as part of ID Net Service. Accordingly, if the bank subsequently
authorizes the delivery, it will be sent to the original clearing
broker instead of to the ID Netting Subscriber Deliver Account.
ID Net Firms will still be able to exempt or cancel an ID delivery
in IMS as they do today, but they will be limited to instructions
transmitted through DTC's Participant Terminal Service and Participant
Browser Service (PTS/PBS) and only on a trade-by-trade basis.
Deliveries from the ID Netting Subscriber Receive Account will be
attempted in random order until approximately 10 a.m. on settlement
date. After that time, the system will attempt to complete any of the
deliveries up until 11:30 a.m. in settlement value order with highest
value first. ID Net Service transactions not completed for any reason
by 11:30 a.m. due to a party's failure to deliver or pass DTC risk
controls on settlement date will be exited from the ID Net Service and
instead will settle trade-for-trade versus the original clearing
broker. Deliveries that do not complete will be available for immediate
reintroduction from the original clearing broker's account through a
new IMS function at 11:30 a.m. Brokers can then create a profile to
have these deliveries await authorization or to be processed
immediately.
If an ID Net Bank reclaims a transaction from the ID Netting
Subscriber Receive Account, the reclaim will be processed against the
applicable ID Net Firm and not against the ID Netting Subscriber
Receive Account.
6. DTC Risk Management Control Updates
In order to protect DTC from having a failure exported from NSCC,
updates to DTC's participants' net debit caps and collateral monitors
will be necessary. A new ID Net Service collateral monitor and net
debit cap balance will be recorded for each ID Net Firm. The ID Net
Service collateral monitor will record the net balance of collateral
generated for all transactions processed through the ID Net Service. If
the balance of collateral generated by all ID Net Service receives and
delivers is positive, the ID Net Firm's collateral monitor will not be
increased by that amount. However, if an ID Net Service transaction
requires collateral, the system will use the ID Net Service collateral
surplus for that ID Net Firm before attempting to use other collateral
from that ID Net Firm. If there is insufficient ID Net Service
collateral for that broker, the system will look to the ID Net Firm's
excess collateral in its account.
Similar to collateral, the system will create a new ID Net Service
settlement balance for each ID Net Firm. When this balance is a net
credit from deliveries on the ID Net Firm's behalf through the ID
Netting Subscriber Receive Account, it will only be used to offset
incoming ID Net Services receives to the ID Netting Subscriber Deliver
Account. If there is an insufficient ID Net Service credit to absorb
the debit of the ID Net Service delivery to the ID Netting Subscriber
Deliver Account for the ID Net Firm, the system will create an ID Net
Service debit that will effectively treat the ID Net Service debit as a
reduction of the ID Net Firm's net debit cap. The ID Net Service debit
will only be used for net debit cap calculation purposes and will not
represent a participant's actual settlement balance.\7\ If the broker
has insufficient collateral or net debit cap, the transaction will pend
until 11:30 a.m. on settlement date.\8\
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\7\ Currently, brokers receive market value credit for
deliveries to CNS if the security is received versus payment (RVP)
or collateral value (collateral value is market value less the DTC
haircut) if the delivery to CNS was from securities in their start
of day position or received for free. With respect to the ID Net
Service, the system will no longer identify if a delivery came from
a broker's RVP securities or not, and as such, the system will
assume the delivery came from a broker's start of day position.
Likewise, to the extent that ID Net Firms have a net credit for
their ID deliveries today, an ID Net Firm's settlement balance is
reduced. Since these credits will no longer be generated from the ID
Net Firm's account, it may require the need to fund DTC intraday to
prevent net debit cap blockage.
\8\ As an example of how DTC risk controls will be applied to ID
Net Subscribers, assume that Investment Manager A sells 10 shares of
Common Stock X using ID Net Firm B (a broker). If B sells the shares
on an exchange for $20, and the trade is affirmed and the shares are
delivered by A's Custodian Bank C, then C will receive a credit in
DTC for $20 and the ID Netting Subscriber Deliver Account (owned by
NSCC as agent for B) will have a DTC debit of $20. In this case, B's
net debit cap will be reduced by $20 and its collateral monitor is
reduced by the net of the $20 debit and the collateral value of the
securities (e.g., with a 10 percent haircut the collateral value
will be $18), or $2. When the ID Netting Subscriber Deliver Account
delivers the shares to CNS, it receives a credit for $20. This
credit is offset with the DTC debit of $20 at end-of-day.
Additionally, assume A then buys 10 shares of Commons Stock Y
through B at $30. On the night of T+2, CNS will deliver the shares
to the ID Netting Subscriber Receive Account and that account will
be debited in CNS for $30. C will then receive 10 shares of Y from
the ID Netting Subscriber Receive Account. C receives a debit in DTC
for $30 and the ID Netting Subscriber Receive Account is credited at
DTC for $30. B's account has its DTC net debit cap increased by $20
to offset the previous decrease of $20 (for the sale of Common Stock
X) (and not $30 since the net of the ID Net receive relating to the
sale of Common Stock X above of $20 and the delivery of Common Stock
Y for $30 is a $10 credit and B's net debit cap is decremented only
when the net balance is a debit. C will not receive a net credit,
but will receive an offset of previous ID Net debits with ID Net
credits) and the same for its collateral monitor which is increased
only up to the amount it was debited for ID Net transactions (absent
its participation in the ID Net service, B will have received a $3
credit to the collateral monitor which equals the net of the $30
credit and the collateral value of the securities $27 ($30 market
value less a 10% haircut)). In this case, B will only receive a
collateral credit of $2, but the ID Net credit balance of $1 will be
registered to absorb future ID Net receives that have a collateral
deficiency. If C was at its net debit cap or collateral monitor
limit due to other receives, the ID Net transaction will recycle or
pend in the system until the deficiency can be satisfied or until
11:30 a.m., when it will drop out of ID Net.
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[[Page 32376]]
7. NSCC Clearing Fund Offset and Mark-to-Market
ID Net Service transactions will be used to offset the balance of
any other CNS transactions and the ``net'' of those transactions will
be used for purposes of determining NSCC Clearing Fund obligations
pursuant to NSCC's current procedures with a revised mark-to-market
calculation applicable to ID Net Firms. The revised mark-to-market
calculation for ID Net Firms will be based on (x) the current CNS mark-
to-market component (which will exclude ID Net transactions) and (y) a
mark-to-market component calculated with respect to ID Net Service-
related positions. However, any positive value derived from either (x)
or (y) will be set to zero.\9\
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\9\ Similar to the existing CNS mark-to-market component, the
new ID Net Service mark-to-market component applicable to ID Net
Service transactions will equal the net of each day's difference
between the contract price of the Member's net positions relating to
ID Net Service activity and the current market price for such
positions.
For example, if an ID Net Firm has a ``regular'' mark-to-market
debit of $500,000 and an ID Net Service mark-to-market debit of
$100,000, then these debits will be added together and the ID Net
Firm's total mark-to-market obligation will equal a debit of
$600,000. However, if that same ID Net Firm's ID Net mark-to-market
calculation results in a credit of $100,000, then the value of that
credit will be set to zero, and therefore the total mark-to-market
will equal a debit $500,000 (i.e., the amount of the broker's
regular mark-to-market debit).
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8. Prioritization
In order to reduce the potential number and value of fails in the
ID Net Service, deliveries from CNS to the ID Netting Subscriber
Receive Account will be given a higher delivery priority pursuant to
the allocation algorithm set forth in NSCC's Procedure VII (CNS
Accounting Operation) than other CNS deliveries with the exception of
buy-in deliveries, corporate action deliveries, and deliveries of
component securities of index receipts.\10\ NSCC is also modifying this
Procedure to clarify that deliveries of the component securities for
index receipts shall have the same priority as deliveries to the ID
Netting Subscriber Receive Account.
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\10\ Currently, institutional deliveries processed through the
DTC system from ID Net Firms to banks may be prioritized by ID Net
Firms through IMS and/or through exempting their deliveries to CNS
in order to ensure that available inventory will be used for such
deliveries. Including these transactions in the proposed service
allows for the ``automation'' of such prioritization through the CNS
Accounting Operation.
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Any ID Net transactions that cannot be completed will be exited
from the ID Net Service and instead will settle trade-for-trade between
the ID Net Firm and the ID Net Bank (the original counterparties) at
DTC.
9. DTC Fees
ID Net Banks and ID Net Firms will be charged a reduced DTC ID Net
Service fee of $0.025 for each completed delivery and receive processed
versus the ID delivery or receive fee of $0.05. For deliveries that are
exited from the ID Net Service, there will not be a ``drop'' fee
charged. For ID Net Service deliveries cancelled by ID Net Firms from
the ID Netting Subscriber Receive Account, the $0.45 ``pend cancel''
fee will be charged. For ID Net Service deliveries to and from CNS on
behalf of the ID Net Firms, no fee will be charged.
10. NSCC Rulebook Changes
Under the proposed rule change, a new Rule 65 and Procedure XVI
(both titled ``ID Net Service'') will be added to NSCC's Rules, and
additional conforming changes will be made elsewhere throughout NSCC's
Rules to provide consistency with the new Rule 65. These additional
changes include the following:
(a) Rule 3 (Lists To Be Maintained)
A subsection will be added to Rule 3 to provide that NSCC will
maintain a list of Eligible ID Net Securities and may from time to time
add or delete applicable CNS Securities from the list.
(b) Procedure VII (CNS Accounting Operation)
Procedure VII will be revised to incorporate the processing of
transactions in Eligible ID Net Securities into the CNS Accounting
Operation. The revisions will also reflect: (i) That Member's will not
be able to exempt deliveries from an ID Netting Subscriber Account,
(ii) the prioritization of ID Net Service deliveries and deliveries of
the component securities of index receipts in the CNS allocation
algorithm behind deliveries associated with reorganizations and buy-
ins, and (iii) that ID Net Service transactions will be recorded on the
Miscellaneous Activity Report on the night of T+2 and removals of such
transactions from the ID Net Service will also be recorded on that
report.
(c) Procedure XV (Clearing Fund Formula and Other Matters)
Procedure XV will be revised to indicate the exclusion of ID Net
Service transactions from the ID offset process for the purposes of
calculating the volatility component of a subscriber's Clearing Fund
requirement. In addition language will be revised and added with
respect to the calculation of mark-to-market to reflect the changes to
the formula as described above.
III. Discussion
Section 19(b) of the Act directs the Commission to approve a
proposed rule change of a self-regulatory organization if it finds that
such proposed rule change is consistent with the requirements of the
Act and the rules and regulations thereunder applicable to such
organization. Section 17A(b)(3)(F) of the Act requires that the rules
of a clearing agency be designed to promote the prompt and accurate
clearance and settlement of securities transactions.\11\ DTC and NSCC's
proposed rule changes should promote the prompt and accurate clearance
and settlement of securities transactions by leveraging the
capabilities of the DTC and NSCC systems to provide for more
streamlined securities deliveries and extend netting benefits and
efficiencies to ID transactions.
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\11\ 15 U.S.C. 78q-1(b)(3)(F).
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IV. Conclusion
On the basis of the foregoing, the Commission finds that the
proposed rule changes are consistent with the requirements of the Act
and in particular Section 17A of the Act and the rules and regulations
thereunder. In approving the proposed rule changes, the Commission
considered the proposals' impact on efficiency, competition, and
capital formation.\12\
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\12\ 15 U.S.C. 78c(f).
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It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule changes (File Nos. SR-DTC-2007-14 and SR-NSCC-
2007-14), as amended, be and hereby are approved.
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-12667 Filed 6-5-08; 8:45 am]
BILLING CODE 8010-01-P