Amendment Filed to Proposed Rule Change on Rule G-15(d)(ii) on Automated Confirmation/Acknowledgement
On April 16, 1999, the Board filed with the Securities and Exchange Commission ("Commission") an amendment to its proposed rule change on Board rule G-15(d)(ii) on automated confirmation/acknowledgment of customer transactions.1 The proposed rule change was initially filed with the Commission on April 1, 1998.2 If approved by the Commission, it would allow dealers to comply with rule G-15 (d)(ii) by using the services of "qualified vendors" for confirmation/acknowledgment of Delivery Versus Payment/Receipt Versus Payment (DVP/RVP) customer transactions. Currently, without the proposed rule change, only clearing agencies that are registered with the Commission may be used to obtain the required confirmation/acknowledgment.
The amendment is comprised of two minor changes to the language of the proposed rule change. These modifications were requested by the Commission to make the Boards proposed rule change more consistent with similar proposed rule changes on the same subject that have been filed with the Commission by other Self-Regulatory Organizations. One change concerns proposed subparagraph G-15(d)(ii)(B)(2)(C), which requires that, in order to maintain status as a qualified vendor, the vendor must file certain Auditors Reports annually with the Commission staff. The original requirement states that to remain qualified the vendor must obtain a statement from the Commission staff that the Commission staff does not object to the Auditors Report. The amendment states that the Auditors Report must be one "which is not deemed unacceptable" by the Commission staff.
The second language change relates to subparagraph G-15(d)(ii)(B)(2)(B), which contains the requirement that a Qualified Vendor certify that its confirmation/acknowledgement system meets certain qualifications. The amendment clarifies that this certification is to be made to the customers of the Qualified Vendor and removes the previous requirement that the certification be done annually.
April 20, 1999
Text of Proposed Rule Change (as amended)3
G-15. Confirmation, Clearance and Settlement of Transactions with Customers
(a) - (c) No change
(d) Delivery/Receipt vs. Payment Transactions.
(i) No change.
(ii) Requirement for Confirmation/Acknowledgment.
(A) Use of Registered Clearing Agency or Qualified Vendor. Except as provided in this paragraph (ii) of rule G-15(d), no broker, dealer or municipal securities dealer shall effect a customer transaction for settlement on a delivery vs. payment or receipt vs. payment (DVP/RVP) basis unless the facilities of a C
clearing A agency registered with the Securities and Exchange Commission (registered clearing agency)or Qualified Vendor are used for automated confirmation and acknowledgment of the transaction. Each broker, dealer and municipal securities dealer executing a customer transaction on a DVP/RVP basis shall: (A) ensure that the customer has the capability, either directly or through its clearing agent, to acknowledge transactions in an automated confirmation/acknowledgment system operated by a registeredC clearing A agency or Qualified Vendor; (B) submit or cause to be submitted to a registeredC clearing A agency or Qualified Vendor all information and instructions required by the registeredC clearing A agency or Qualified Vendor for the production of a confirmation that can be acknowledged by the customer or the customers clearing agent; and (C) submit such transaction information to the automated confirmation/acknowledgment system on the date of execution of such transaction; provided that a transaction that is not eligible for automated confirmation and acknowledgment through the facilities of a registeredC clearing A agency shall not be subject to this paragraph (ii).
(B) Definitions for Rule G-15(d)(ii).
(1) "Clearing Agency" shall mean a clearing agency as defined in Section 3(a)(23) of the Act that is registered with the Commission pursuant to Section 17A(b)(2) of the Act or has obtained from the Commission an exemption from registration granted specifically to allow the clearing agency to provide confirmation/acknowledgment services.
(2) "Qualified Vendor" shall mean a vendor of electronic confirmation and acknowledgment services that:
(A) for each transaction subject to this rule: (i) delivers a trade record to a Clearing Agency in the Clearing Agencys format; (ii) obtains a control number for the trade record from the Clearing Agency; (iii) cross-references the control number to the confirmation and subsequent acknowledgment of the trade; and (iv) electronically delivers any acknowledgment received on the trade to the Clearing Agency and includes the control number when delivering the acknowledgment of the trade to the Clearing Agency;
(B) certifies to its customers: (i) with respect to its electronic trade confirmation/acknowledgment system, that it has a capacity requirements evaluation and monitoring process that allows the vendor to formulate current and anticipated estimated capacity requirements; (ii) that its electronic trade confirmation/acknowledgment system has sufficient capacity to process the volume of data that it reasonably anticipates to be entered into its electronic trade confirmation/acknowledgment service during the upcoming year; (iii) that its electronic trade confirmation/acknowledgment system has formal contingency procedures, that the entity has followed a formal process for reviewing the likelihood of contingency occurrences, and that the contingency protocols are reviewed, tested, and updated on a regular basis; (iv) that its electronic confirmation/acknowledgment system has a process for preventing, detecting, and controlling any potential or actual systems or computer operations failures, including any failure to interface with a Clearing Agency as described in rule G-15(d)(ii)(B)(2)(A), above, and that its procedures designed to protect against security breaches are followed; and (v) that its current assets exceed its current liabilities by at least five hundred thousand dollars;
(C) when it begins providing such services, and annually thereafter, submits an Auditors Report to the Commission staff which is not deemed unacceptable by the Commission staff. (An Auditors Report will be deemed unacceptable if it contains any findings of material weakness.);
(D) notifies the Commission staff immediately in writing of any material change to its confirmation/affirmation systems. (For purposes of this subparagraph (D) "material change" means any changes to the vendors systems that significantly affect or have the potential to significantly affect its electronic trade confirmation/acknowledgment systems, including: changes that: (i) affect or potentially affect the capacity or security of its electronic trade confirmation/acknowledgment system; (ii) rely on new or substantially different technology; (iii) provide a new service as part of the Qualified Vendors electronic trade confirmation/acknowledgment system; or (iv) affect or have the potential to adversely affect the vendors confirmation/acknowledgment systems interface with a Clearing Agency.);
(E) notifies the Commission staff in writing if it intends to cease providing services;
(F) provides the Board with copies of any submissions to the Commission staff made pursuant to subparagraphs (C), (D), and (E) of this rule G-15(d)(ii)(B)(2) within ten business days.
(G) promptly supplies supplemental information regarding its confirmation/acknowledgment system when requested by the Commission staff or the Board.
(3) "Auditors Report" shall mean a written report which is prepared by competent, independent, external audit personnel in accordance with the standards of the American Institute of Certified Public Accountants and the Information Systems Audit and Control Association and which: (A) verifies the certifications described in subparagraph (d)(ii)(B)(2)(B) of this rule G-15; (B) contains a risk analysis of all aspects of the entitys information technology systems including, computer operations, telecommunications, data security, systems development, capacity planning and testing, and contingency planning and testing; and (C) contains the written response of the entitys management to the information provided pursuant to (A) and (B) of this subparagraph (d)(ii)(B)(3) of rule G-15.
(C) Disqualification of Vendor. A broker, dealer or municipal securities dealer using a Qualified Vendor that ceases to be qualified under the definition in rule G-15(d)(ii)(B)(2) shall not be deemed in violation of this rule G-15(d)(ii) if it ceases using such vendor promptly upon receiving notice that the vendor is no longer qualified.
(iii) No change
(e) No change.
1. File No. SR-MSRB-98-6, Amendment No. 1.
2. See Securities Exchange Act No. 39833 (April 6, 1998).
3. Underlining indicates additions; strikethrough denotes deletions.
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