80_FR_73254 80 FR 73029 - Self-Regulatory Organizations; National Securities Clearing Corporation; Order Approving Proposed Rule Change To Require Real-Time Trade Submission and To Prohibit Pre-Netting Practices Through NSCC's Correspondent Clearing Service

80 FR 73029 - Self-Regulatory Organizations; National Securities Clearing Corporation; Order Approving Proposed Rule Change To Require Real-Time Trade Submission and To Prohibit Pre-Netting Practices Through NSCC's Correspondent Clearing Service

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 225 (November 23, 2015)

Page Range73029-73031
FR Document2015-29728

Federal Register, Volume 80 Issue 225 (Monday, November 23, 2015)
[Federal Register Volume 80, Number 225 (Monday, November 23, 2015)]
[Notices]
[Pages 73029-73031]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-29728]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76462; File No. SR-NSCC-2015-004]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Order Approving Proposed Rule Change To Require Real-Time 
Trade Submission and To Prohibit Pre-Netting Practices Through NSCC's 
Correspondent Clearing Service

November 17, 2015.
    On September 30, 2015, National Securities Clearing Corporation 
(``NSCC'') filed with the Securities and Exchange Commission 
(``Commission'') proposed rule change SR-NSCC-2015-004 pursuant to 
section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ 
and Rule 19b-4 thereunder,\2\ to require correspondent clearing trades 
to be submitted in real-time. The proposed rule change was published 
for comment in the Federal Register on October 14, 2015.\3\ The 
Commission did not receive comment letters regarding the proposed 
change. For the reasons discussed below, the Commission is granting 
approval of the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 76099 (October 7, 
2015), 80 FR 61860 (October 14, 2015) (SR-NSCC-2015-004).
---------------------------------------------------------------------------

I. Description of the Proposed Rule Change

    The following is a description of the proposed rule change, as 
provided by NSCC:
    The proposed rule change consists of amendments to NSCC's Rules & 
Procedures (``Rules'') in order to require that trade data submitted to 
NSCC through its Correspondent Clearing service, other than position 
movements between NSCC Members that are Affiliates and Client Custody 
Movements, as described further below, be submitted in real-time, and 
to prohibit pre-netting and other practices that prevent real-time 
trade submission.\4\
---------------------------------------------------------------------------

    \4\ Terms not defined herein are defined in the Rules, available 
at http://dtcc.com/~/media/Files/Downloads/legal/rules/
nscc_rules.pdf.
---------------------------------------------------------------------------

Background

    Requiring trades to be submitted in real-time facilitates efficient 
risk management for both NSCC and its Members, enables same-day 
bookkeeping and reconciliation, and, therefore, significantly reduces 
risk to the industry. Receipt of trade data on a real-time basis 
permits NSCC's risk management processes to monitor trades closer to 
trade execution on an intra-day basis, and to identify and risk manage 
any issues relating to exposures earlier in the day. Contract 
information is currently reported out to submitting firms by NSCC's 
Universal Trade Capture (``UTC'') system upon trade comparison and 
validation, and receipt of trade data in real-time enables NSCC to 
report to Members trade data as it is received, thereby promoting 
intra-day reconciliation of transactions at the Member level. The 
majority of trades submitted to NSCC for clearing are currently being 
submitted in real-time on a trade-by-trade basis, and NSCC is 
operationally capable of managing trade volumes that are multiple times 
larger than the historical peak volumes.
    NSCC will require that trade data submitted through its 
Correspondent Clearing service, as described below, be submitted in 
real-time and to prohibit pre-netting and other practices that prevent 
real-time trade submission (``pre-netting practices''). NSCC will 
exclude from this requirement position movements between NSCC Members 
that are Affiliates and Client Custody Movements, as described below. 
The term ``real-time,'' when used with respect to trade submission, is 
defined in Procedure XIII (Definitions) of the Rules as the submission 
of trade data on a trade-by-trade basis promptly after trade execution, 
in any format and by any communication method acceptable to NSCC.
    NSCC's UTC system receives and validates transactions that are 
submitted to it, reports trade details back out to the submitting firm, 
and prepares those transactions for netting and settlement by routing 
transactions to netting and settlement systems, such as Continuous Net 
Settlement Accounting Operation, the Balance Order Accounting 
Operation, or the Foreign Security Accounting Operation, as applicable. 
Transactions are submitted to UTC

[[Page 73030]]

either on a locked-in basis by self-regulatory organizations (including 
national and regional exchanges and marketplaces) (``SROs'') and 
Qualified Special Representatives (``QSRs''),\5\ or are submitted to 
UTC as a part of NSCC's Correspondent Clearing service, which allows 
for post-execution position movements between two clearing firms. 
Currently all transactions submitted to NSCC on a locked-in basis by 
SROs and QSRs, which constitute approximately 95% of all transactions 
processed at NSCC,\6\ are required to be submitted in real-time and may 
not be pre-netted or batched prior to submission.\7\
---------------------------------------------------------------------------

    \5\ QSRs are defined in section 3 of Rule 7 as NSCC Members that 
have applied to NSCC to be a Special Representative, and either (i) 
operate an automated execution system where they are always the 
contra side of every trade, (ii) are the parent or affiliate of an 
entity operating such an automated system, where they are the contra 
side of every trade, or (iii) clear for a broker/dealer that 
operates such a system and the subscribers to the system acknowledge 
the clearing Member's role in the clearance and settlement of these 
trades. Rules, supra note 4.
    \6\ Based on data from the second quarter of 2015, which show an 
approximate daily average of 41 million transactions processed at 
NSCC, with an approximate total daily value of an average of $455 
billion; and an approximate average of 1.1 million submissions 
through Correspondent Clearing, with an approximate total daily 
value of an average of $57 billion. The average daily volume of 
submissions through Correspondent Clearing is less than 5% of NSCC's 
overall daily volume.
    \7\ Securities Exchange Act Release No. 69890 (June 28, 2013), 
78 FR 40538 (July 5, 2013) (File No. SR-NSCC-2013-05). See also Rule 
7 (Comparison and Trade Recording Operation), Procedure II (Trade 
Comparison and Recording Service), and Procedure IV (Special 
Representative Service), supra note 4.
---------------------------------------------------------------------------

    NSCC's Correspondent Clearing service is designed to provide an 
automated method by which a Member, acting as a Special Representative, 
may move a position that has been submitted to NSCC for clearing to the 
account of another Member (the submitting Member's correspondent) on 
whose behalf the original trade was executed.\8\ Members participating 
in the Correspondent Clearing service for post-execution position 
movements and those participating as a QSR for submission of original, 
locked-in trades are required to apply for status as a Special 
Representative or as a QSR, and to establish relationships with other 
NSCC Members that will be designated as their correspondents. While 
NSCC encourages Special Representatives to submit Correspondent 
Clearing submissions to NSCC as soon as possible following execution, 
currently these position movements may be sent to NSCC either in real-
time, intraday, or at the end of the day.
---------------------------------------------------------------------------

    \8\ The term ``original trade'' is used within the Rules 
describing the Correspondent Clearing service solely to distinguish 
between trades executed in the marketplace by the Special 
Representative, and transactions booked for accounting purposes to 
accommodate the movement of positions between Members as provided 
for in Section C of Procedure IV. Original trades may not be 
submitted through NSCC's Correspondent Clearing service. Rules, 
supra note 4.
---------------------------------------------------------------------------

    NSCC has continued to engage widely with its Members about the 
benefits of expanding the requirements to submit transactions in real-
time and, as a result of these continuing discussions, will modify its 
Rules to require that trade data submitted through its Correspondent 
Clearing service also be submitted in real-time. The proposed rule 
change will also prohibit pre-netting practices that prevent real-time 
trade submission through Correspondent Clearing.
    NSCC's Rules currently prohibit pre-netting practices that preclude 
real-time submission with respect to submissions by QSRs and SROs. Pre-
netting practices that are currently prohibited include 
``summarization'' (a technique in which the clearing broker nets all 
trades in a single CUSIP by the same correspondent broker into fewer 
submitted trades), ``compression'' (a technique to combine submissions 
of data for multiple trades to the point where the identity of the 
party actually responsible for the trades is masked), netting, or any 
other practice that combines two or more trades prior to their 
submission to NSCC.
    NSCC will extend the prohibition against pre-netting practices to 
submissions through Correspondent Clearing because pre-netting 
practices prevent the submission to NSCC of transactions on a trade-by-
trade basis, and cause Special Representatives to delay submission of 
their trades, thereby undermining the risk mitigation benefits of real-
time trade submission. Pre-netting practices disrupt NSCC's ability to 
accurately monitor market and credit risks as they evolve during the 
trading day.
    NSCC will exclude from the requirements of this proposal any 
position movements between Members that are Affiliates, as identified 
within NSCC's membership management records. As defined in Rule 4A, 
``Affiliate'' means a person that controls or is controlled by or is 
under common control with another person.\9\ Position movements between 
Affiliates do not introduce the risk management concerns that are 
mitigated by real-time trade submission. As such, Members will not be 
required to submit these position movements in real-time, but will 
continue to be encouraged to do so. Positions movements between 
Affiliates represent fewer than 5% of trade data submitted through 
Correspondent Clearing to NSCC.\10\
---------------------------------------------------------------------------

    \9\ Control of a person means the direct or indirect ownership 
or power to vote more than 50% of any class of the voting securities 
or other voting interests of any person. Rule 4A, supra note 4.
    \10\ Based on data from the second quarter of 2015, which show 
an approximate daily average of 1.1 million submissions through 
Correspondent Clearing at NSCC, with an approximate total daily 
value of an average of $57 billion; and an approximate average of 
52,000 position movements through Correspondent Clearing between 
Affiliates, with an approximate total daily value of an average of 
$13 billion. The average daily volume of position movements through 
Correspondent Clearing between Affiliates is less than 1% of NSCC's 
overall daily volume.
---------------------------------------------------------------------------

    In order to submit trade data through Correspondent Clearing 
outside of the real-time trade submission requirements, Special 
Representatives will need to identify a transaction as an Affiliate 
position movement. NSCC will validate the Affiliates' relationship 
between the counterparties by a check against the information within 
NSCC's membership management records as of the time of the trade 
submission. Members continue to be required to provide NSCC with 
current information regarding their corporate ownership structure. If 
an Affiliate relationship is not reflected on NSCC's records at the 
time of the trade submission, the transaction will be rejected.
    NSCC will also exclude from the requirements of this proposal 
position movements that occur between two unaffiliated clearing 
brokers, typically at the end of the day, on behalf of a common 
customer for custody purposes (``Client Custody Movements''). These 
movements, which today represent approximately 1% of submissions 
through Correspondent Clearing, will be exempt from the requirement 
because they necessarily take place at the end of the day, after the 
common client has reviewed its end of day positions and has instructed 
the clearing brokers as to which positions it will move for custody 
purposes.
    NSCC will amend Rule 7 (Comparison and Trade Recording Operation), 
Procedure II (Trade Comparison and Recording Service), and Procedure IV 
(Special Representative Service) to require that trades submitted by 
Special Representatives for trade recording through NSCC's 
Correspondent Clearing service be submitted on a real-time basis and to 
make clear that trade data submitted to NSCC through Correspondent 
Clearing service must be submitted on a trade-by-trade basis, in the 
original form executed, and that pre-netting practices are prohibited. 
The proposed rule change will also make clear that these requirements 
will not

[[Page 73031]]

apply to position movements between NSCC Members that are Affiliates or 
to Client Custody Movements.

Implementation

    The effective date of the proposed rule change will be announced 
via a NSCC Important Notice. The proposed rule change will not be 
implemented earlier than ten business days from the date of Commission 
approval.

II. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act \11\ 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 rules and regulations thereunder applicable 
to such organization. The Commission believes the proposal is 
consistent with section 17A(b)(3)(F) of the Act \12\ and Rule 17Ad-
22(d)(4) \13\ under the Act, as described in detail below.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(2)(C).
    \12\ 15 U.S.C. 78q-1(b)(3)(F).
    \13\ 17 CFR 240.17Ad-22(d)(4).
---------------------------------------------------------------------------

    Consistency with Section 17A(b)(3)(F) of the Act. Section 
17A(b)(3)(F) of the Act requires, among other things, that the rules of 
a clearing agency be designed to promote the prompt and accurate 
clearance and settlement of securities transactions, as well as, in 
general, protect investors and the public interest.\14\ The Commission 
believes that the receipt of locked-in trade data on a real-time basis 
through NSCC's Correspondent Clearing service will enable NSCC's risk 
management processes to monitor such trades closer to trade execution 
and, thus, better identify and manage related risk exposure on an 
intra-day basis. Further, receiving such transactions in real-time will 
promote intra-day reconciliation and, in return, more timely reporting 
of Member transactions back to Members, thereby enabling Members to 
manage their exposure to certain operational, market, and credit risks, 
all of which helps facilitate the prompt and accurate clearance and 
settlement of securities transactions. As such, the Commission believes 
that the proposal is consistent with section 17A(b)(3)(F) of the 
Act.\15\
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78q-1(b)(3)(F).
    \15\ Id.
---------------------------------------------------------------------------

    Consistency with Rule 17Ad-22(d)(4). Rule 17Ad-22(d)(4) under the 
Act requires a central counterparty, such as NSCC, to ``establish, 
implement, maintain and enforce written policies and procedures 
reasonably designed to . . . [i]dentify sources of operational risk and 
minimize them through the development of appropriate systems, controls, 
and procedures . . . .'' \16\ As stated above, the Commission believes 
that the receipt of locked-in trade data on a real-time basis through 
NSCC's Correspondent Clearing service will enable NSCC's risk 
management processes to monitor such trades closer to trade execution, 
on an intra-day basis, and, thus, identify and manage related risk 
exposure earlier, thereby potentially minimizing a source of 
operational risk. As such, the Commission believes that the proposal is 
consistent with Rule 17Ad-22(d)(4).\17\
---------------------------------------------------------------------------

    \16\ 17 CFR 240.17Ad-22(d)(4).
    \17\ Id.
---------------------------------------------------------------------------

III. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal is consistent with the requirements of the Act and in 
particular with the requirements of section 17A of the Act \18\ and the 
rules and regulations thereunder.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to section 19(b)(2) of the Act, 
that proposed rule change SR-NSCC-2015-004 be, and hereby is, 
Approved.\19\
---------------------------------------------------------------------------

    \19\ In approving the proposed rule change, the Commission 
considered the proposal's impact on efficiency, competition, and 
capital formation. 15 U.S.C. 78c(f).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-29728 Filed 11-20-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                                            Federal Register / Vol. 80, No. 225 / Monday, November 23, 2015 / Notices                                                   73029

                                             implement this proposed rule change,                       proposed rule change SR–NSCC–2015–                    be submitted in real-time, and to
                                             NSCC will amend Procedure II (Trade                        005 be, and hereby is, approved.16                    prohibit pre-netting and other practices
                                             Comparison and Recording Service). In                        For the Commission, by the Division of              that prevent real-time trade
                                             particular, these amendments will                          Trading and Markets, pursuant to delegated            submission.4
                                             provide that CMU T+1 transactions will                     authority.17
                                                                                                                                                              Background
                                             be handled in the same manner as CMU                       Robert W. Errett,
                                             T+2 trades and trades submitted for                        Deputy Secretary.                                        Requiring trades to be submitted in
                                             regular way (or T+3) settlement.                                                                                 real-time facilitates efficient risk
                                                                                                        [FR Doc. 2015–29726 Filed 11–20–15; 8:45 am]
                                             Procedure II will also be amended to                                                                             management for both NSCC and its
                                                                                                        BILLING CODE 8011–01–P
                                             remove reference to CMU T+1                                                                                      Members, enables same-day
                                             transactions from the section that                                                                               bookkeeping and reconciliation, and,
                                             identifies those trades that are accepted                  SECURITIES AND EXCHANGE                               therefore, significantly reduces risk to
                                             by NSCC for comparison-only                                COMMISSION                                            the industry. Receipt of trade data on a
                                             processing.                                                                                                      real-time basis permits NSCC’s risk
                                                                                                        [Release No. 34–76462; File No. SR–NSCC–              management processes to monitor trades
                                             Implementation                                             2015–004]                                             closer to trade execution on an intra-day
                                               The effective date of the proposed                                                                             basis, and to identify and risk manage
                                             rule change will be announced via an                       Self-Regulatory Organizations;
                                                                                                                                                              any issues relating to exposures earlier
                                             NSCC Important Notice.                                     National Securities Clearing
                                                                                                                                                              in the day. Contract information is
                                                                                                        Corporation; Order Approving
                                             II. Discussion and Commission                                                                                    currently reported out to submitting
                                                                                                        Proposed Rule Change To Require
                                             Findings                                                                                                         firms by NSCC’s Universal Trade
                                                                                                        Real-Time Trade Submission and To
                                                                                                                                                              Capture (‘‘UTC’’) system upon trade
                                                Section 19(b)(2)(C) of the Act 11                       Prohibit Pre-Netting Practices Through
                                                                                                                                                              comparison and validation, and receipt
                                             directs the Commission to approve a                        NSCC’s Correspondent Clearing
                                                                                                                                                              of trade data in real-time enables NSCC
                                             proposed rule change of a self-                            Service
                                                                                                                                                              to report to Members trade data as it is
                                             regulatory organization if it finds that                                                                         received, thereby promoting intra-day
                                                                                                        November 17, 2015.
                                             such proposed rule change is consistent                                                                          reconciliation of transactions at the
                                                                                                           On September 30, 2015, National
                                             with the requirements of the Act and                                                                             Member level. The majority of trades
                                                                                                        Securities Clearing Corporation
                                             rules and regulations thereunder                                                                                 submitted to NSCC for clearing are
                                                                                                        (‘‘NSCC’’) filed with the Securities and
                                             applicable to such organization. The                                                                             currently being submitted in real-time
                                             Commission believes the proposal is                        Exchange Commission (‘‘Commission’’)
                                                                                                        proposed rule change SR–NSCC–2015–                    on a trade-by-trade basis, and NSCC is
                                             consistent with section 17A(b)(3)(F) of
                                                                                                        004 pursuant to section 19(b)(1) of the               operationally capable of managing trade
                                             the Act.12
                                                                                                        Securities Exchange Act of 1934                       volumes that are multiple times larger
                                                Section 17A(b)(3)(F) of the Act
                                             requires, among other things, that the                     (‘‘Act’’),1 and Rule 19b–4 thereunder,2               than the historical peak volumes.
                                                                                                        to require correspondent clearing trades                 NSCC will require that trade data
                                             rules of a clearing agency be designed to
                                                                                                        to be submitted in real-time. The                     submitted through its Correspondent
                                             promote the prompt and accurate
                                                                                                        proposed rule change was published for                Clearing service, as described below, be
                                             clearance and settlement of securities
                                                                                                        comment in the Federal Register on                    submitted in real-time and to prohibit
                                             transactions, as well as, in general,
                                                                                                        October 14, 2015.3 The Commission did                 pre-netting and other practices that
                                             protect investors and the public
                                                                                                        not receive comment letters regarding                 prevent real-time trade submission
                                             interest.13 By permitting T+1 CMU
                                                                                                        the proposed change. For the reasons                  (‘‘pre-netting practices’’). NSCC will
                                             transactions to settle through CNS or the
                                             Balance Order Accounting Operation,                        discussed below, the Commission is                    exclude from this requirement position
                                             the transactions will receive the benefit                  granting approval of the proposed rule                movements between NSCC Members
                                             of NSCC’s settlement services,                             change.                                               that are Affiliates and Client Custody
                                             including, in the case of CNS, a trade                                                                           Movements, as described below. The
                                                                                                        I. Description of the Proposed Rule                   term ‘‘real-time,’’ when used with
                                             guarantee. Thus, the proposal will                         Change
                                             protect investors and the public interest                                                                        respect to trade submission, is defined
                                             by mitigating NSCC Members’                                   The following is a description of the              in Procedure XIII (Definitions) of the
                                             settlement risk and counterparty risk.                     proposed rule change, as provided by                  Rules as the submission of trade data on
                                             As such, the Commission believes that                      NSCC:                                                 a trade-by-trade basis promptly after
                                             the proposal is consistent with section                       The proposed rule change consists of               trade execution, in any format and by
                                             17A(b)(3)(F) of the Act.14                                 amendments to NSCC’s Rules &                          any communication method acceptable
                                                                                                        Procedures (‘‘Rules’’) in order to require            to NSCC.
                                             III. Conclusion                                            that trade data submitted to NSCC                        NSCC’s UTC system receives and
                                                On the basis of the foregoing, the                      through its Correspondent Clearing                    validates transactions that are submitted
                                             Commission finds that the proposal is                      service, other than position movements                to it, reports trade details back out to the
                                             consistent with the requirements of the                    between NSCC Members that are                         submitting firm, and prepares those
                                             Act and in particular with the                             Affiliates and Client Custody                         transactions for netting and settlement
                                             requirements of section 17A of the                         Movements, as described further below,                by routing transactions to netting and
                                             Act 15 and the rules and regulations                                                                             settlement systems, such as Continuous
                                             thereunder.                                                   16 In approving the proposed rule change, the
                                                                                                                                                              Net Settlement Accounting Operation,
                                                It is therefore ordered, pursuant to                    Commission considered the proposal’s impact on        the Balance Order Accounting
wgreen on DSK2VPTVN1PROD with NOTICES




                                                                                                        efficiency, competition, and capital formation. 15
                                             section 19(b)(2) of the Act, that                          U.S.C. 78c(f).                                        Operation, or the Foreign Security
                                                                                                           17 17 CFR 200.30–3(a)(12).                         Accounting Operation, as applicable.
                                               11 15    U.S.C. 78s(b)(2)(C).                               1 15 U.S.C. 78s(b)(1).                             Transactions are submitted to UTC
                                               12 15    U.S.C. 78q–1(b)(3)(F).                             2 17 CFR 240.19b–4.
                                               13 Id.                                                      3 See Securities Exchange Act Release No. 76099      4 Terms not defined herein are defined in the
                                               14 Id.
                                                                                                        (October 7, 2015), 80 FR 61860 (October 14, 2015)     Rules, available at http://dtcc.com/∼/media/Files/
                                               15 15    U.S.C. 78q–1.                                   (SR–NSCC–2015–004).                                   Downloads/legal/rules/nscc_rules.pdf.



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                                             73030                        Federal Register / Vol. 80, No. 225 / Monday, November 23, 2015 / Notices

                                             either on a locked-in basis by self-                       submit Correspondent Clearing                          movements in real-time, but will
                                             regulatory organizations (including                        submissions to NSCC as soon as                         continue to be encouraged to do so.
                                             national and regional exchanges and                        possible following execution, currently                Positions movements between Affiliates
                                             marketplaces) (‘‘SROs’’) and Qualified                     these position movements may be sent                   represent fewer than 5% of trade data
                                             Special Representatives (‘‘QSRs’’),5 or                    to NSCC either in real-time, intraday, or              submitted through Correspondent
                                             are submitted to UTC as a part of                          at the end of the day.                                 Clearing to NSCC.10
                                             NSCC’s Correspondent Clearing service,                        NSCC has continued to engage widely                    In order to submit trade data through
                                             which allows for post-execution                            with its Members about the benefits of                 Correspondent Clearing outside of the
                                             position movements between two                             expanding the requirements to submit                   real-time trade submission
                                             clearing firms. Currently all transactions                 transactions in real-time and, as a result             requirements, Special Representatives
                                             submitted to NSCC on a locked-in basis                     of these continuing discussions, will                  will need to identify a transaction as an
                                             by SROs and QSRs, which constitute                         modify its Rules to require that trade                 Affiliate position movement. NSCC will
                                             approximately 95% of all transactions                      data submitted through its                             validate the Affiliates’ relationship
                                             processed at NSCC,6 are required to be                     Correspondent Clearing service also be                 between the counterparties by a check
                                             submitted in real-time and may not be                      submitted in real-time. The proposed                   against the information within NSCC’s
                                             pre-netted or batched prior to                             rule change will also prohibit pre-                    membership management records as of
                                             submission.7                                               netting practices that prevent real-time               the time of the trade submission.
                                                NSCC’s Correspondent Clearing                           trade submission through                               Members continue to be required to
                                             service is designed to provide an                          Correspondent Clearing.                                provide NSCC with current information
                                             automated method by which a Member,                           NSCC’s Rules currently prohibit pre-                regarding their corporate ownership
                                             acting as a Special Representative, may                    netting practices that preclude real-time              structure. If an Affiliate relationship is
                                             move a position that has been submitted                    submission with respect to submissions                 not reflected on NSCC’s records at the
                                             to NSCC for clearing to the account of                     by QSRs and SROs. Pre-netting practices                time of the trade submission, the
                                             another Member (the submitting                             that are currently prohibited include                  transaction will be rejected.
                                             Member’s correspondent) on whose                           ‘‘summarization’’ (a technique in which                   NSCC will also exclude from the
                                             behalf the original trade was executed.8                   the clearing broker nets all trades in a               requirements of this proposal position
                                             Members participating in the                               single CUSIP by the same correspondent                 movements that occur between two
                                             Correspondent Clearing service for post-                   broker into fewer submitted trades),                   unaffiliated clearing brokers, typically at
                                             execution position movements and                           ‘‘compression’’ (a technique to combine                the end of the day, on behalf of a
                                             those participating as a QSR for                           submissions of data for multiple trades                common customer for custody purposes
                                             submission of original, locked-in trades                   to the point where the identity of the                 (‘‘Client Custody Movements’’). These
                                             are required to apply for status as a                      party actually responsible for the trades              movements, which today represent
                                             Special Representative or as a QSR, and                    is masked), netting, or any other                      approximately 1% of submissions
                                             to establish relationships with other                      practice that combines two or more                     through Correspondent Clearing, will be
                                             NSCC Members that will be designated                       trades prior to their submission to                    exempt from the requirement because
                                             as their correspondents. While NSCC                        NSCC.                                                  they necessarily take place at the end of
                                             encourages Special Representatives to                         NSCC will extend the prohibition                    the day, after the common client has
                                                                                                        against pre-netting practices to                       reviewed its end of day positions and
                                                5 QSRs are defined in section 3 of Rule 7 as NSCC
                                                                                                        submissions through Correspondent                      has instructed the clearing brokers as to
                                             Members that have applied to NSCC to be a Special                                                                 which positions it will move for custody
                                             Representative, and either (i) operate an automated        Clearing because pre-netting practices
                                             execution system where they are always the contra          prevent the submission to NSCC of                      purposes.
                                             side of every trade, (ii) are the parent or affiliate of   transactions on a trade-by-trade basis,                   NSCC will amend Rule 7 (Comparison
                                             an entity operating such an automated system,
                                                                                                        and cause Special Representatives to                   and Trade Recording Operation),
                                             where they are the contra side of every trade, or (iii)                                                           Procedure II (Trade Comparison and
                                             clear for a broker/dealer that operates such a system      delay submission of their trades, thereby
                                             and the subscribers to the system acknowledge the          undermining the risk mitigation benefits               Recording Service), and Procedure IV
                                             clearing Member’s role in the clearance and                of real-time trade submission. Pre-                    (Special Representative Service) to
                                             settlement of these trades. Rules, supra note 4.
                                                                                                        netting practices disrupt NSCC’s ability               require that trades submitted by Special
                                                6 Based on data from the second quarter of 2015,
                                                                                                        to accurately monitor market and credit                Representatives for trade recording
                                             which show an approximate daily average of 41
                                             million transactions processed at NSCC, with an            risks as they evolve during the trading                through NSCC’s Correspondent Clearing
                                             approximate total daily value of an average of $455        day.                                                   service be submitted on a real-time basis
                                             billion; and an approximate average of 1.1 million
                                                                                                           NSCC will exclude from the                          and to make clear that trade data
                                             submissions through Correspondent Clearing, with                                                                  submitted to NSCC through
                                             an approximate total daily value of an average of          requirements of this proposal any
                                             $57 billion. The average daily volume of                   position movements between Members                     Correspondent Clearing service must be
                                             submissions through Correspondent Clearing is less         that are Affiliates, as identified within              submitted on a trade-by-trade basis, in
                                             than 5% of NSCC’s overall daily volume.
                                                                                                        NSCC’s membership management                           the original form executed, and that pre-
                                                7 Securities Exchange Act Release No. 69890
                                                                                                        records. As defined in Rule 4A,                        netting practices are prohibited. The
                                             (June 28, 2013), 78 FR 40538 (July 5, 2013) (File No.
                                             SR–NSCC–2013–05). See also Rule 7 (Comparison              ‘‘Affiliate’’ means a person that controls             proposed rule change will also make
                                             and Trade Recording Operation), Procedure II               or is controlled by or is under common                 clear that these requirements will not
                                             (Trade Comparison and Recording Service), and
                                             Procedure IV (Special Representative Service),
                                                                                                        control with another person.9 Position                   10 Based on data from the second quarter of 2015,
                                             supra note 4.                                              movements between Affiliates do not                    which show an approximate daily average of 1.1
                                                8 The term ‘‘original trade’’ is used within the        introduce the risk management concerns                 million submissions through Correspondent
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                                             Rules describing the Correspondent Clearing service        that are mitigated by real-time trade                  Clearing at NSCC, with an approximate total daily
                                             solely to distinguish between trades executed in the       submission. As such, Members will not                  value of an average of $57 billion; and an
                                             marketplace by the Special Representative, and                                                                    approximate average of 52,000 position movements
                                             transactions booked for accounting purposes to             be required to submit these position                   through Correspondent Clearing between Affiliates,
                                             accommodate the movement of positions between                                                                     with an approximate total daily value of an average
                                             Members as provided for in Section C of Procedure            9 Control of a person means the direct or indirect   of $13 billion. The average daily volume of position
                                             IV. Original trades may not be submitted through           ownership or power to vote more than 50% of any        movements through Correspondent Clearing
                                             NSCC’s Correspondent Clearing service. Rules,              class of the voting securities or other voting         between Affiliates is less than 1% of NSCC’s overall
                                             supra note 4.                                              interests of any person. Rule 4A, supra note 4.        daily volume.



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                                                                        Federal Register / Vol. 80, No. 225 / Monday, November 23, 2015 / Notices                                            73031

                                             apply to position movements between                     risk and minimize them through the                     it has not filed any periodic reports
                                             NSCC Members that are Affiliates or to                  development of appropriate systems,                    since the period ended January 31,
                                             Client Custody Movements.                               controls, and procedures . . . .’’ 16 As               2013. On October 22, 2014, the Division
                                                                                                     stated above, the Commission believes                  of Corporation Finance sent African
                                             Implementation
                                                                                                     that the receipt of locked-in trade data               Copper a delinquency letter requesting
                                               The effective date of the proposed                    on a real-time basis through NSCC’s                    compliance with their periodic filing
                                             rule change will be announced via a                     Correspondent Clearing service will                    obligations, but the letter was returned
                                             NSCC Important Notice. The proposed                     enable NSCC’s risk management                          because of African Copper’s failure to
                                             rule change will not be implemented                     processes to monitor such trades closer                maintain a valid address on file with the
                                             earlier than ten business days from the                 to trade execution, on an intra-day basis,             Commission, as required by
                                             date of Commission approval.                            and, thus, identify and manage related                 Commission rules (Rule 301 of
                                                                                                     risk exposure earlier, thereby potentially             Regulation S–T, 17 CFR 232.301 and
                                             II. Discussion and Commission
                                                                                                     minimizing a source of operational risk.               Section 5.4 of EDGAR Filer Manual).
                                             Findings                                                                                                          It appears to the Securities and
                                                                                                     As such, the Commission believes that
                                                Section 19(b)(2)(C) of the Act 11                    the proposal is consistent with Rule                   Exchange Commission that there is a
                                             directs the Commission to approve a                     17Ad–22(d)(4).17                                       lack of current and accurate information
                                             proposed rule change of a self-                                                                                concerning the securities of Genmed
                                             regulatory organization if it finds that                III. Conclusion                                        Holding Corp. (CIK No. 1061688), a
                                             such proposed rule change is consistent                   On the basis of the foregoing, the                   revoked Nevada corporation with its
                                             with the requirements of the Act and                    Commission finds that the proposal is                  principal place of business listed as
                                             rules and regulations thereunder                        consistent with the requirements of the                Zoetermeer, The Netherlands, with
                                             applicable to such organization. The                    Act and in particular with the                         stock quoted on OTC Link under the
                                             Commission believes the proposal is                     requirements of section 17A of the                     ticker symbol GENM, because it has not
                                             consistent with section 17A(b)(3)(F) of                 Act 18 and the rules and regulations                   filed any periodic reports since the
                                             the Act 12 and Rule 17Ad–22(d)(4) 13                    thereunder.                                            period ended December 31, 2012. On
                                             under the Act, as described in detail                     It is therefore ordered, pursuant to                 October 22, 2014, the Division of
                                             below.                                                  section 19(b)(2) of the Act, that                      Corporation Finance sent Genmed
                                                Consistency with Section 17A(b)(3)(F)                proposed rule change SR–NSCC–2015–                     Holding a delinquency letter requesting
                                             of the Act. Section 17A(b)(3)(F) of the                 004 be, and hereby is, Approved.19                     compliance with their periodic filing
                                             Act requires, among other things, that                                                                         obligations, but the letter was returned
                                                                                                       For the Commission, by the Division of
                                             the rules of a clearing agency be                                                                              because of Genmed Holdings’ failure to
                                                                                                     Trading and Markets, pursuant to delegated
                                             designed to promote the prompt and                      authority.20                                           maintain a valid address on file with the
                                             accurate clearance and settlement of                                                                           Commission, as required by
                                                                                                     Robert W. Errett,
                                             securities transactions, as well as, in                                                                        Commission rules (Rule 301 of
                                                                                                     Deputy Secretary.                                      Regulation S–T, 17 CFR 232.301 and
                                             general, protect investors and the public
                                                                                                     [FR Doc. 2015–29728 Filed 11–20–15; 8:45 am]           Section 5.4 of EDGAR Filer Manual).
                                             interest.14 The Commission believes
                                             that the receipt of locked-in trade data                BILLING CODE 8011–01–P                                    It appears to the Securities and
                                             on a real-time basis through NSCC’s                                                                            Exchange Commission that there is a
                                             Correspondent Clearing service will                                                                            lack of current and accurate information
                                             enable NSCC’s risk management                           SECURITIES AND EXCHANGE                                concerning the securities of Yanglin
                                             processes to monitor such trades closer                 COMMISSION                                             Soybean, Inc. (CIK No. 1368745), a
                                             to trade execution and, thus, better                    [File No. 500–1]                                       revoked Nevada corporation with its
                                             identify and manage related risk                                                                               principal place of business listed as
                                             exposure on an intra-day basis. Further,                In the Matter of African Copper Corp.,                 Heilongjiang Province, China, with
                                             receiving such transactions in real-time                Genmed Holding Corp., and Yanglin                      stock quoted on OTC Link under the
                                             will promote intra-day reconciliation                   Soybean, Inc., Order of Suspension of                  ticker symbol YSYB, because it has not
                                             and, in return, more timely reporting of                Trading                                                filed any periodic reports since the
                                             Member transactions back to Members,                                                                           period ended December 31, 2012. On
                                                                                                     November 19, 2015.                                     November 7, 2014, the Division of
                                             thereby enabling Members to manage
                                             their exposure to certain operational,                    It appears to the Securities and                     Corporation Finance sent Yanglin
                                             market, and credit risks, all of which                  Exchange Commission that there is a                    Soybean a delinquency letter requesting
                                             helps facilitate the prompt and accurate                lack of current and accurate information               compliance with their periodic filing
                                             clearance and settlement of securities                  concerning the securities of African                   obligations, but the letter was returned
                                             transactions. As such, the Commission                   Copper Corp. (CIK No. 1526185), a                      because of Yanglin Soybean’s failure to
                                             believes that the proposal is consistent                revoked Nevada corporation with its                    maintain a valid address on file with the
                                             with section 17A(b)(3)(F) of the Act.15                 principal place of business listed as                  Commission, as required by
                                                Consistency with Rule 17Ad–22(d)(4).                 Mowbray, Cape Town, South Africa,                      Commission rules (Rule 301 of
                                             Rule 17Ad–22(d)(4) under the Act                        with stock quoted on OTC Link                          Regulation S–T, 17 CFR 232.301 and
                                             requires a central counterparty, such as                (previously, ‘‘Pink Sheets’’) operated by              Section 5.4 of EDGAR Filer Manual).
                                             NSCC, to ‘‘establish, implement,                        OTC Markets Group, Inc. (‘‘OTC Link’’)                    The Commission is of the opinion that
                                             maintain and enforce written policies                   under the ticker symbol ACCS, because                  the public interest and the protection of
                                             and procedures reasonably designed to                                                                          investors require a suspension of trading
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                                             . . . [i]dentify sources of operational
                                                                                                       16 17    CFR 240.17Ad–22(d)(4).                      in the securities of the above-listed
                                                                                                       17 Id.
                                                                                                                                                            companies.
                                                                                                       18 15  U.S.C. 78q–1.
                                               11 15  U.S.C. 78s(b)(2)(C).
                                                                                                                                                               Therefore, it is ordered, pursuant to
                                                                                                       19 In approving the proposed rule change, the
                                               12 15 U.S.C. 78q-1(b)(3)(F).                                                                                 Section 12(k) of the Securities Exchange
                                                                                                     Commission considered the proposal’s impact on
                                               13 17 CFR 240.17Ad–22(d)(4).
                                                                                                     efficiency, competition, and capital formation. 15     Act of 1934, that trading in the
                                               14 15 U.S.C. 78q-1(b)(3)(F).                          U.S.C. 78c(f).                                         securities of the above-listed companies
                                               15 Id.                                                   20 17 CFR 200.30–3(a)(12).                          is suspended for the period from 9:30


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Document Created: 2018-03-01 11:17:29
Document Modified: 2018-03-01 11:17:29
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 73029 

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