[Federal Register Volume 73, Number 131 (Tuesday, July 8, 2008)]
[Notices]
[Pages 39064-39065]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-15354]



[[Page 39064]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58055; File No. SR-DTC-2007-12]


Self-Regulatory Organizations; The Depository Trust Company; 
Order Granting Approval of a Proposed Rule Change Relating to DTC 
Opening an Omnibus Account at Euroclear Bank

June 27, 2008.

I. Introduction

    On September 12, 2007, The Depository Trust Company (``DTC'') filed 
with the Securities and Exchange Commission (``Commission'') proposed 
rule change SR-DTC-2007-12 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 November 1, 2007.\2\ One 
comment letter was received. For the reasons discussed below, the 
Commission is granting approval of the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ Securities Exchange Act Release No. 56706 (October 26, 
2007). 72 FR 61923.
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II. Description

    The proposed rule change allows DTC to open an omnibus account at 
Euroclear Bank NA/SV (``ECB'') in order to facilitate the repositioning 
of inventory between European markets and U.S. markets. This would 
enable more efficient inventory positioning by participants of DTC and 
ECB as needed in order to settle securities at ECB and at DTC.
    The rule change is designed to accommodate dual listing of certain 
foreign and domestic securities on both U.S. and European trading 
platforms. One recent example of such a dual listing is the common 
stock of NYSE Euronext Group. This U.S.-issued security, which resulted 
from the merger of the NYSE Group and Euronext, is currently 
registered, listed, and traded in the U.S. on the New York Stock 
Exchange (``NYSE'') and in Europe on the Euronext platform. It is 
eligible for settlement at both DTC and ECB. When traded on the NYSE, 
the security is cleared and settled in the continuous net settlement 
(``CNS'') system operated by National Securities Clearing Corporation 
(``NSCC'') with the associated security movements taking place at DTC. 
When traded on Euronext, the transaction is eligible for clearance 
through the facilities of LCHClearnet SA and settlement effected by ECB 
through the local central securities depository (``CSD''). ECB utilizes 
the services of a U.S. custodian bank as agent to access DTC for 
position management as it currently does for all other U.S. issues 
eligible for settlement at ECB. Participants of ECB and DTC have the 
ability to reposition their inventory of NYSE Euronext common stock 
between ECB and DTC through this arrangement.
    The proposed rule change allows a similar arrangement with ECB for 
custody and repositioning movements of non-U.S. dually-listed 
securities held on deposit with ECB to the extent such securities are 
made eligible for listing and trading on U.S. domestic markets. Under 
the new rule, ECB would act as DTC's custodian for issues on deposit at 
ECB-controlled CSDs as well as at other CSDs in ECB's subcustody 
network. This arrangement would enable DTC participants to settle 
trades in foreign issues in U.S. dollars executed on a U.S. domestic 
market through the normal clearance and DTC book-entry settlement 
processes. Further, DTC/ECB common participants would be able to 
reposition share balances between their DTC account and their ECB 
account either directly or through their custodian agent to facilitate 
settlements of trades in these dually-listed foreign issues executed in 
either marketplace.
    Specifically, the new account would allow for European securities 
that are listed in the U.S. to be custodied by ECB for DTC. The 
securities would be credited to an account that is maintained by or on 
behalf of ECB at a European CSD. The process for creating a position at 
DTC would be initiated by a participant of the European CSD delivering 
the securities free to ECB's account or to the account of ECB's agent 
at the European CSD. ECB would credit DTC's account at ECB, and DTC 
would then credit the securities to the DTC participant account 
designated by the delivering participant. The securities would then be 
available for use at DTC (e.g., to satisfy settlements at DTC). To the 
extent participants need to move position back to Europe to, for among 
other reasons, facilitate settlements there, the process would be 
reversed. Under this arrangement, for a security for which physical 
certificates have been issued, there would be no need for transporting 
the physical certificates to or from DTC. Any reregistration of 
securities from one holder to another that is required due to the 
market practices of any particular market would be processed by the 
European registrar for the issue. Any position at DTC would be 
represented by securities that are registered in the name of the 
European CSD, ECB or ECB's agent.
    ECB would provide subcustody services such as principal and income 
collection and corporate action processing on securities held in DTC's 
omnibus account at ECB in accordance with ECB procedures. DTC in turn 
would provide its participants with principal and income payment and 
corporate actions services without the need for its participants to 
interact directly with ECB.
    The primary benefits of the rule change are that it should 
facilitate the expanded dual listing programs of marketplaces operating 
in the U.S. and Europe and that it should help to reduce the number of 
transactions that fail on settlement date because of inefficient 
methods of inventory repositioning. The realization of these benefits 
would be consistent with DTC's objectives of providing efficient book-
entry clearance and settlement facilities and of reducing risk to DTC 
participants by immobilizing certificates.

III. Comments

    The Commission received one comment to the proposed rule change.\3\ 
The comment letter was written on behalf of the Operations Committee of 
the Securities Industry and Financial Markets Association (``SIFMA''). 
The comment letter strongly supported the proposed rule change and 
stated that it would facilitate the efficient processing of cross-
border securities transactions and reduce the risk and cost of such 
transactions.
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    \3\ Letter from Noland Cheng, Chairman, Operations Committee, 
Securities Industry and Financial Markets Association (July 17, 
2007).
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IV. Discussion

    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 and to assure the 
safeguarding of securities and funds in the custody or control of the 
clearing agency or for which it is responsible.\4\ The proposed rule 
change would allow DTC to establish an omnibus account with ECB so that 
DTC participant can reposition securities that are listed on both U.S. 
and European securities markets for settlement without physically 
moving certificates outside of DTC's system. This arrangement should 
reduce much of the time, expense, costs, and risks associated with 
physically moving certificates between ECB and DTC.
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    \4\ 15 U.S.C. 78q-1(b)(3)(F).
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    The Commission also believes that DTC has established the omnibus 
account with ECB in a manner that is consistent with its safeguarding 
obligations under the Act. In order to

[[Page 39065]]

assure itself that the linking with ECB is safe and prudent, DTC 
completed an extensive review of such things as: (1) ECB's operational 
controls, financial strength, technology capabilities, and audit 
arrangements; (2) Belgian regulation of ECB; and (3) application and 
effect of Belgian laws as they pertain to the account.
    Accordingly, the Commission finds that the proposed rule change is 
designed to promote the prompt and accurate clearance and settlement of 
securities transactions and to assure the safeguarding of securities 
and funds in the custody or control of the DTC or for which it is 
responsible.

V. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
in particular Section 17A of the Act and the rules and regulations 
thereunder.\5\
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    \5\ In approving the proposed rule change, the Commission 
considered the proposal's impact on efficiency, competition and 
capital formations. 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 change (File No. SR-DTC-2007-12) be and hereby 
is approved.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\6\
Florence E. Harmon,
Acting Secretary.
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    \6\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E8-15354 Filed 7-7-08; 8:45 am]
BILLING CODE 8010-01-P