[Federal Register Volume 62, Number 18 (Tuesday, January 28, 1997)]
[Notices]
[Pages 4088-4089]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-2011]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-38186; File No. SR-DTC-96-21]


Self-Regulatory Organizations; The Depository Trust Company; 
Order Granting Approval of a Proposed Rule Change Relating to the 
Reversal of Reclamations by Issuing and Paying Agents

January 21, 1997.
    On November 5, 1996, The Depository Trust Company (``DTC'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change (File No. SR-DTC-96-21) 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 December 6, 
1996.\2\ No comment letters were 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. 38007 (December 2, 
1996), 61 FR 64774.
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I. Description

    The rule change offers a new service that will allow issuing and 
paying agents (``IPA'') to direct DTC to reverse all matched 
reclamations for a particular program which are made after 3:00 p.m. 
and which are attributable to issuer failure. Under DTC's money market 
instruments (``MMIs'') program, IPAs act as agents for MMI issuers. As 
such, IPAs issue MMIs on the issuers' behalf, and DTC automatically 
processes income and maturity payments to the IPAs' accounts. Both the 
credits generated from the issuances and the debits generated from 
income and maturity payments are netted into the IPA's DTC settlement 
obligation.
    An IPA may issue MMIs and make periodic payments of income, 
redemption, or other proceeds on MMIs upon presentment throughout the 
day. An IPA is able to reverse issuances and payments for a particular 
program in the event of an issuer's failure by giving notice to DTC by 
3:00 p.m. of the IPA's refusal to pay. This reversal mechanism is 
designed to make the MMI market more efficient by allowing IPAs to make 
issuances and payments throughout the day with respect to a particular 
MMI program while providing the IPAs with the protection of being able 
to reverse until 3:00 p.m. these issuances and payments in the event 
that it becomes apparent that an issuer will be unable to honor its 
obligation under a particular MMI program.\3\ If this mechanism were 
not in place, an IPA would have to wait until it received funds from an 
issuer before making any payments to avoid taking the credit risk and 
being potentially at risk for the funds it had distributed throughout 
the day. This process permits participants having positions in the MMIs 
to use credits for payments on the MMIs throughout the day.\4\
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    \3\ The refusal to pay deadline was set at 3:00 p.m. by the 
industry during the period when deliveries of MMIs were made 
physically.
    \4\ Currently, throughout the processing day a participant is 
allowed to use all payment credits it has received that day in 
connection with MMI programs, other than the single largest net 
payment, in order to meet its net debit cap and collateral monitor 
requirements.
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    To facilitate the conversion to the same day funds settlement 
(``SDFS''), DTC implemented a new processing schedule. As part of the 
new processing schedule, DTC introduced an extended

[[Page 4089]]

reclamation period that allowed participants to reclaim deliveries 
(i.e., return deliveries) until 3:30 p.m.\5\ The reclamation procedure 
is designed to provide the recipient of a delivery with the opportunity 
to reject the delivery.
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    \5\ The end of the reclamation period is approximately 3:30, but 
this deadline may vary slightly depending upon the timing of the 
release of other DTC controls.
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    Prior to this amendment, a participant could unwind through the 
reclamation process issuances previously made by the IPA between 3:00 
p.m. and 3:30 p.m., but an IPA was not able to unwind after 3:00 p.m. 
income and maturity payments it had made. The rule change extends the 
IPA's refusal to pay opportunity with respect to reclamations made to 
its account between 3:00 p.m. and the end of the reclamation period. 
The rule change allows IPAs to instruct DTC to reverse those reclaims 
that are processed after 3:00 p.m. in the event that the IPA believes 
the reclaims are associated with the issuer's insolvency. The IPA is 
able to request the reversal of these reclamations by giving DTC oral 
notice within fifteen minutes after the end of the reclamation period. 
Within thirty minutes after the end of the reclamation period, the IPA 
is required to provided DTC with written notice of the basis for which 
DTC could treat the issuer as insolvent under its rules.\6\ A copy of 
the IPA's written notice would then be provided to all participants.
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    \6\ DTC's Rule 12 which governs insolvency provides: ``An issuer 
of MMI securities subject of any transaction in the MMI Program 
shall be treated by [DTC] in all respects as insolvent in the event 
that the issuer is determined to be insolvent by any agency which 
regulates such issuer or in the event of the entry of a decree or 
order by a court having jurisdiction in the premises adjudging the 
issuer a bankrupt or insolvent, or approving as properly filed a 
petition seeking reorganization, arrangement, adjustment or 
composition of or in respect of the issuer under the Federal 
Bankruptcy Code or any other applicable Federal or State law or 
appointing a receiver, liquidator, assignee, trustee, sequester (or 
other similar official) of the issuer or of any substantial part of 
its property, or ordering the winding up or liquidation of its 
affairs or the institution by the issuer of proceedings to be 
adjudicated a bankrupt or insolvent or the consent by it to the 
institution of bankruptcy or insolvency proceedings against it, or 
the filing by it of a petition or answer or consent seeking 
reorganization or relief under the Federal Bankruptcy Code or any 
other applicable Federal or State law, or the consent by it to the 
filing of any such petition or to the appointment of a receiver, 
liquidator, assignee, trustee, sequester (or other similar official) 
of the issuer or of any substantial part of its property, or the 
admission by it in writing of its inability to pay its debts 
generally as they become due, or the taking of corporate action by 
the issuer in furtherance of any such action and, notwithstanding 
the foregoing, upon the filing by the issuer of a petition seeking 
reorganization, arrangement, adjustment or composition of or in 
respect of the issuer under the Federal Bankruptcy Code or any other 
applicable Federal or State law, or the filing against it or any 
such petition, at any time [DTC] receives notice thereof, either 
written or oral and from whatsoever source and, without awaiting any 
further adjudication, consent thereto, acceptance or approval of 
such filing, determines to its reasonable satisfaction that such has 
occurred.''
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II. Discussion

    Section 17A(b)(3)(F) provides that the rules of a clearing agency 
must be designed to assure the safeguarding of securities and funds 
which are in the custody or control of the clearing agency.\7\ The 
Commission believes that the rule change is consistent with DTC's 
obligations under the Act because it enables IPAs to make issuances and 
payments with respect to a particular MMI program throughout the day 
while still affording the IPAs certain protections in the event of an 
issuer default. By extending IPA's ability to reverse payments in the 
event of issuer default, the proposal should result at the end of the 
day in a decrease in the number of money transfers that have been made 
to participants but to which the participants are not entitled because 
of issuer defaults while still providing for credits to be made 
available to participants during the day. As a result, the proposal 
should help facilitate the clearance and settlement of securities 
transactions, while still providing for the safeguarding of securities 
and funds which are in the custody or control of the clearing agency or 
for which it is responsible.
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    \7\ 15 U.S.C. 78q-1(b)(3)(F)
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III. 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.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (File No. SR-DTC-96-21) be and hereby is 
approved.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-2011 Filed 1-27-97; 8:45 am]
BILLING CODE 8010-01-M