[Federal Register Volume 66, Number 78 (Monday, April 23, 2001)]
[Notices]
[Pages 20494-20501]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-9962]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-44188; File No. 600-32]
Global Joint Venture Matching Services--US, LLC; Order Granting
Exemption From Registration as a Clearing Agency
April 17, 2001.
I. Introduction
On September 21, 2000, the Global Joint Venture Matching Services--
US, LLC (``GJVMS'') filed with the Securities and Exchange Commission
(``Commission'') and on January 31, February 23, March 16, and March
21, 2001, amended its application\1\ for exemption from registration as
a clearing agency pursuant to section 17A of the Securities Exchange
Act of 1934 (``Exchange Act'') \2\ and Rule 17Ab2-1 thereunder.\3\
Notice of GJVMS's application was published in the Federal Register on
November 17, 2000.\4\ The Commission received thirty-six comment
letters in response to the notice of GJVMS's exemption request.\5\
[[Page 20495]]
This order grants GJVMS an exemption from registration as a clearing
agency subject to certain conditions and limitations described below in
order that GJVMS may offer an electronic trade confirmation (``ETC'')
service and a Central Matching Service.\6\
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\1\ Copies of GJVMS's Form CA-1 are available for inspection and
copying at the Commission's Public Reference Room in File No. 600-
32.
\2\ 15 U.S.C. 78q-1.
\3\ 17 CFR 240.17Ab2-1.
\4\ Securities Exchange Act Release No. 43540 (November 9,
2000), 65 FR 69582.
\5\ Letters from Jerome J. Clair, Chairman, Securities Industry
Association Operations Committee (June 9, 2000); Peter Johnston,
Chairman, SIA Institutional Transaction Processing Committee (June
28, 2000); Daniel M. Rosenthal, President and CEO, Instinet Clearing
Services, Inc. (August 21, 2000); Jeffrey C. Bernstein, Bear,
Stearns Securities Corp. (August 28, 2000); Thomas J. Perna, Senior
Executive Vice President, The Bank of New York (August 29, 2000);
James D. Hintz, Chairman, Great Lakes Investment Managers Operations
Group (September 5, 2000); Diane L. Schueneman, First Vice
President, Merrill Lynch Investment Managers (September 12, 2000);
Judith Donahue, Chairperson, and Kenneth Juster, Director, The Asset
Managers Forum (September 12, 2000); Melvin B. Taub, Salomon Smith
Barney (September 14, 2000); Ronald J. Kessler, Corporate Vice
President and Director of Operations, A.G. Edwards & Sons, Inc.
(October 5, 2000); Richard B. Nesson, Managing Director and General
Counsel, The Depository Trust & Clearing Corporation (``DTCC'')
(November 20, 2000); Burkhard Gutzeit, Chairman, and C. Steven
Crosby, Acting Chief Executive Officer, Global Straight Through
Processing AG (``GSTP AG'') (December 18, 2000); Justin Lowe, Chief
Executive Officer, and Robert Raich, Chief Financial Officer, TLX
Trading Network (``TLX'') (December 18, 2000); John P. Davidson,
Managing Director, Morgan Stanley Dean Witter (December 21, 2000);
J. Ann Bonathan, Director, Schroders (December 28, 2000); Kamezo
Nakai, Managing Director, Nomura Securities Co., Ltd. (December 29,
2000); Burkhard H. Gutzeit, Chairman, and C. Steven Crosby, Acting
Chief Executive Officer, GSTP AG (January 3, 2001); Gary Bullock,
Global Head of Operations, UBS Warburg (January 3, 2001); Carl H.
Urist, Managing Director and Deputy General Counsel, DTCC (January
4, 2001); James M. Brown, Senior Vice President and Treasurer, The
Capital Group Companies, Inc. (January 4, 2001); James J. Mitchell,
President, Northern Trust Corporation (January 4, 2001); Arthur
Barton, Chief Administrative Officer, Clay Finley Inc. (January 4,
2001); Robert K. DiFazio, Salomon Smith Barney (January 4, 2001);
R.J.M. van der Horst, Managing Director, ABN AMRO Bank (January 4,
2001); David J. Brooks, Vice President, Merrill Lynch (January 5,
2001); Neil Henderson, Senior Vice President, The Chase Manhattan
Bank (January 5, 2001); Michael Wyne, Chairman, and Gary Koenig,
Vice Chairman, The Asset Managers Forum (January 5, 2001); Mitchel
Lenson, Managing Director-Global Head of Operations and Technology,
Deutsche Bank Group (January 5, 2001); Albert E. Petersen, Executive
Vice President, State Street (January 5, 2001); E. Blake Moore, Jr.,
General Counsel, Nicholas-Applegate (January 5, 2001); Carl H.
Urist, Managing Director and Deputy General Counsel DTCC (January
12, 2001); Bradley I. Abelow, Managing Director, Goldman, Sachs &
Co. (January 22, 2001); Burkhard H. Gutzeit, Chairman, and C. Steven
Crosby, Acting Chief Executive Officer, GSTP AG (January 30, 2001);
Lawrence A. Gross, Vice President and General Counsel, Sungard
(February 9, 2001); Richard B. Nesson, Managing Director and General
Counsel, DTCC (March 9, 2001); and Richard B. Nesson, Managing
Director and General Counsel, DTCC (March 9, 2001).
Copies of the comment letters and a copy of the Summary of
Comments can be obtained through the Commission's Public Reference
Room.
\6\ ``Central Matching Service,'' as such term is used in this
order, means an electronic service to centrally match trade
information between a broker-dealer and its institutional customer
(so long as one or both of such parties is a U.S. person) relating
to transactions in securities issued by a U.S. issuer, regardless of
where the transactions are settled.
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II. Description of GJVMS's Services
A. Structure of GJVMS
GJVMS is a limited liability company which prior to the
commencement of its operations will become a wholly-owned subsidiary of
Omgeo.\7\ Omgeo is a proposed joint venture between DTCC,\8\ Thomson
Financial Inc.,\9\ and Interavia, A.G. (``Interavia'') (Joint Venture
Agreement).\10\ GJVMS is a member managed limited liability company and
as such it will be managed by its only member, Omgeo. Omgeo will be a
manager managed limited liability company which is managed by its board
of managers. The Omgeo board of managers will consist of nine voting
managers and one non-voting manager. Five of the voting managers will
be industry representatives, three of which will be nominees of DTCC,
and two will be nominees of Thomson.\11\ Of the remaining four voting
managers, two of the voting managers will be DTCC representatives, and
two will be representatives of Thomson.\12\
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\7\ As originally filed, Omgeo was to be called the Global Joint
Venture. Letter amending Form CA-1 from Carl H. Urist, Managing
Director and Deputy General Counsel, DTCC (January 31, 2001).
\8\ DTCC was created in 1999 as a holding company for The
Depository Trust Company (``DTC'') and the National Securities
Clearing Corporation (``NSCC''). DTC and NSCC are registered with
the Commission as clearing agencies.
\9\ In the notice of application for exemption, Thomson
Information Services Inc. was incorrectly identified as Thomson
Institutional Services Inc. Since the original filing, Thomson
Information Services Inc. has been renamed Thomson Financial Inc.
Thomson Financial Inc. is a wholly owned indirect subsidiary of
Thomson Corporation. Thomson Corporation is a global electronic
information company. Letter amending Form CA-1 from Jeffrey T.
Waddle, Vice President and Senior Counsel, DTCC (February 23, 2001).
\10\ Interavia is a Swiss corporate affiliate of Thomson
Financial Inc.
\11\ As originally filed, GJVMS's Form CA-1 set forth that the
board of managers was to be composed of seven voting managers and
one non-voting manager. Three of the voting managers were to be
industry board representatives with two nominated by DTCC and one
nominated by the Thomson subsidiaries. Letter amending Form CA-1
from Carl H. Urist, Managing Director and Deputy General Counsel,
DTCC (January 31, 2001).
\12\ Omgeo's Class A interests will be owned 50.1% by DTCC and
49.9% by Thomson Financial Inc. Originally, Omgeo's Class B
interests were to be owned 50% by DTCC, 45% by Thomson Financial
Inc, and 5% by Interavia. Pursuant to information from Jeffrey T.
Waddle, Vice President and Senior Counsel, DTCC, Omgeo's Class B
interests will be owned 50% by DTCC, 46% by Thomson Financial Inc,
and 4% by Interavia. Omgeo's Class C interests will be owned 50% by
DTCC and 50% by Interavia.
Omgeo's Class A interests vote only on Omgeo's U.S. regulated
aspects of its businesses. The Class B and C interests vote on all
aspects of Omgeo's businesses but for the U.S. regulated aspects.
The Class B interests receive all net income and retained earnings
from Omgeo's U.S. operations, and the Class C interests receive all
net income and retained earnings from Omgeo's operations outside of
the U.S.
The Commission notes that any proposed changes to the Omgeo
board or ownership structure will require an amendment to GJVMS's
Form CA-1.
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While Omgeo will have several lines of business, it will conduct
its U.S. ETC service and Central Matching Service wholly through GJVMS.
Omgeo will combine the institutional trade processing services
currently offered by DTC with the institutional trade processing
services currently offered by Thomson Financial ESG.\13\ DTC and
Thomson Financial ESG's institutional trade processing services are the
two principal systems used by broker-dealers and institutional
investors for post-trade, presettlement processing of U.S. trades.
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\13\ Thomson Financial ESG is a division of Thomson Financial, a
Thomson Corporation subsidiary. Letter amending Form CA-1 from
Jeffrey T. Waddle, Vice President and Senior Counsel, DTCC (March
16, 2001).
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DTC will transfer, as a dividend, its TradeSuite service to DTCC
which will transfer it to Omgeo pursuant to the Joint Venture
Agreement.\14\ TradeSuite consists of the following services:
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\14\ Securities Exchange Act Release Nos. 44189 (April 17, 2001)
[File No. DTC-00-10] (order approving proposed rule change to
transfer TradeSuite to DTCC); 43541 (November 9, 2000), 65 FR 69591
[File No. DTC-00-10] (notice of filing of proposed rule change to
transfer TradeSuite service to DTCC).
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1. TradeMessage, which provides for the automated exchange of post-
trade messages between broker-dealers, custodians, and institutions,
including messages such as block-trade notices of execution, allocation
instructions, trade confirmations, and affirmations.
2. TradeMatch, which electronically compares institutions'
allocations with broker-dealers' trade data.
3. TradeSettle, which supplies allocations, trade confirmations,
and settlement messages with account and settlement data from DTC's
Standing Instructions Database (``SID'') and routes settlement
instructions to custodian banks and brokers-dealers' clearing agents.
SID is a database of customer relationship information and settlement
data that is shared by institutions, broker-dealers, and custodians.
4. TradeHub, which is a real-time global message translator which
routes messages between parties using different communications
protocols, message formats, and firm and securities identifiers.
Thomson Financial Services Inc. will transfer the following
services of Thomson Financial ESG to Omgeo pursuant to the Joint
Venture Agreement:
1. ALERT, which is a database of customer relationship information
and settlement data that is shared by institutions, broker-dealers, and
custodians.
2. OASYS, which provides for the electronic communication and
acceptance or rejection of allocation instructions between institutions
and broker-dealers.
3. OASYS Global, which provides for the electronic communication of
allocation instructions and confirmations between institutions and
broker-dealers.
4. MarketMatch, which streamlines the matching of broker-dealers'
trade details with their counterparties around the world.
5. ITM Benchmarks, which is a suite of services that provides
operational statistics relating to trade processing.\15\
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\15\ ITM Benchmarks includes operational statistics on average
response times, the number of attempts it takes to make settlement,
and the percentage of trades ready for settlement at particular
points in time.
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The automated facilities and systems environment necessary to
operate the ETC and Central Matching Services will be provided to Omgeo
pursuant to a services agreement between DTCC and
[[Page 20496]]
Omgeo. Also pursuant to the services agreement, DTCC will provide to
Omgeo legal and regulatory, audit, accounting, and human resources
services. Omgeo will make these services and systems available to GJVMS
through a services agreement between Omgeo and GJVMS.
B. GJVMS's Proposed Service
GJVMS plans on offering an ETC service and a Central Matching
Service. The ETC service would transmit messages (i.e., confirmation
and affirmation messages) among broker-dealers, institutional
customers, and custodian banks and would ultimately result in the
production of an affirmed trade confirmation in accordance with the
requirements of various self-regulatory organizations rules.\16\ The
Central Matching service would compare or match trade information
submitted by a broker-dealer (i.e., confirmation information) with the
trade information submitted by an institutional customer (i.e.,
allocation instructions) to produce an affirmed confirmation.\17\
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\16\ These rules are National Association of Securities Dealers
Rule 11860(a)(5), New York Stock Exchange Rule 387(a)(5), Municipal
Securities Rulemaking Board Rule G-15(d)(ii), American Stock
Exchange Rule 423(5), Chicago Stock Exchange Article XV, Rule 5,
Pacific Exchange Rule 9.12(a)(5), and Philadelphia Stock Exchange
Rule 274(b).
\17\ GJVMS's Central Matching Service will be used to match
trade information where either the broker-dealer or the
institutional customer or both is a U.S. entity and where the
security is registered in the United States. Therefore, GJVMS is
subject to the clearing agency provisions of Section 17A of the
Securities Exchange Act of 1934. See, Securities Exchange Act
Release No. 39829 (April 6, 1998), 63 FR 17943 (``Matching
Release''). The Commission understands that DTCC and Thomson plan to
create entities affiliated with Omgeo and GJVMS that will provide
ETC and Central Matching Services for non-U.S. registered securities
and non-U.S. entities. If these entities were to provide ETC and
Central Matching Services for U.S. securities or U.S. entities, an
independent assessment must be made as to whether clearing agency
registration or an exemption from clearing agency registration would
be required.
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C. The Need for Matching Services
According to the Securities Industry Association (``SIA''), as
trading volumes have continued their dramatic upward climb over the
past decade,\18\ the securities industry has been focusing its
attention on the transformation the industry must undergo to cope with
these volumes and the potential for even greater increases in the years
ahead.\19\ The industry has concluded that the current post-trade
presettlement processing system for institutional trades needs major
changes.\20\ This will be especially true if a shorter settlement
period is to be achieved.\21\ Even in T+3 environment, the current
system for post-trade presettlement processing of institutional trades,
which consists of a series of sequential and repetitive steps using a
process developed when the volume of trades was far lower than it is
today and when settlement occurred on T+5 is showing signs of
inadequacy under the increasing volumes of trades.
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\18\ The SIA has indicated that 250 million institutional trade
confirmations were processed in 1999. In 1995, 130 million
institutional trade confirmations were processed.
\19\ SIA T+1 Business Case Model (July 2000).
\20\ The institutional trade process typically starts when an
institution or its agent places an order to buy or sell securities
with its broker-dealer. After the broker-dealer executes the trade,
the broker-dealer will advise the institution of the details of the
executed trade. This is generally called a notice of execution. Once
received, the institution can use the OASYS system to advise the
broker-dealer how the trade should be allocated among its various
accounts.
When the broker-dealer completes allocating the shares among the
institution's accounts, the broker-dealer submits trade data
reflecting its distribution to each of the institution's accounts.
DTC's TradeSuite service forwards the trade data in the form of a
confirmation for each account to the institution, the broker-dealer,
and other interested parties (e.g., correspondent banks or
trustees). The institution reviews the confirmation for accuracy
(i.e., compares the confirmations to its allocations instructions).
For each confirmation, that is accurate, the institution will send
an affirmation message to DTC. DTC will generate and send an
affirmed confirmation to the broker-dealer and to the institution's
settlement agent. At this point, the trade is sent into DTC's
settlement system. (DTC's TradeSuite service is not a settlement
system in that no money or securities move through it.)
\21\ The U.S. securities industry is pursuing a major initiative
to reduce the settlement cycle for securities transactions from
three business days (T+3) to one business day (T+1). The SIA T+1
Business Case Model report suggests that the securities industry can
shorten the settlement cycle from T+3 to T+1 by June 2004.
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Many in the industry believe that Central Trade Matching must be
implemented in order to address these concerns. While institutional
trade volumes have increased, trade date confirmation input rates have
remained fairly consistent. As a result, many more trades are being
confirmed and affirmed later in the settlement cycle, which poses an
increased risk that trades will fail to settle on T+3.\22\
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\22\ The average daily U.S. institutional trade volume increased
to 432,000 trades in 1999 from 182,000 trades in 1995. However, in
1999, an average of 70,000 institutional trade confirmations with an
average value of $15 billion a day were not submitted by broker-
dealers into DTC's TradeSuite system on trade date. This doubled the
1995 average of 36,000 valued at $7 billion. DTC has experienced
trade date confirmation input rates as low as 76% on certain peak
days during the first quarter of 2000 as compared with the fairly
steady average rate of 85% over the past several years. In addition,
only 12% of trades are currently affirmed on trade date and only 88%
of trades are affirmed by noon of T+2, the deadline for automatic
submission of the affirmed trade into DTC's settlement system. The
remaining 12% are not automatically entered into DTC's settlement
system and require further action on the part of the parties to
settle.
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III. Comment Letters
The Commission received thirty-six comment letters in response to
the notice of filing of GJVMS's application. Eleven of the comment
letters praised GJVM's timing in light of the industry need for
straight-through processing and a shortened settlement cycle to reduce
settlement risks and stressed that there remain no more meaningful
efficiencies to be drawn from the current settlement system.\23\ In
addition, these letters applauded GJVMS'S intention to interoperate
with other competitors and pledged support in furtherance of GJVMS'S
progress.
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\23\ Jerome J. Clair, Chairman, Securities Industry Association
Operations Committee (June 9, 2000); Peter Johnston, Chairman, SIA
Institutional Transaction Processing Committee (June 28, 2000);
Daniel M. Rosenthal, President and CEO, Instinet Clearing Services,
Inc. (August 21, 2000); Jeffrey C. Bernstein, Bear, Stearns
Securities Corp. (August 28, 2000); Thomas J. Perna, Senior
Executive Vice President, The Bank of New York (August 29, 2000);
James D. Hintz, Chairman, Great Lakes Investment Managers Operations
Group (September 5, 2000); Diane L. Scheuneman, First Vice
President, Merrill Lynch Investment Managers (September 12, 2000);
Judith Donahue, Chairperson, and Kenneth Juster, Director, The Asset
Managers Forum (September 12, 2000); Melvin B. Taub, Salomon Smith
Barney (September 14, 2000); Ronald J. Kessler, Corporate Vice
President and Director of Operations, A.G. Edwards & Sons, Inc.
(October 5, 2000); and John P. Davidson, Managing Director, Morgan
Stanley Dean Witter (December 21, 2000).
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Seventeen comment letters urged the Commission to ensure that no
entity improperly gains a monopoly on any aspect of trade
processing.\24\ Those letters requested that before the Commissioning
grants an exemption to GJVMS's, the Commission take steps to safeguard
interoperability and competition among service providers.
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\24\ J. Ann Bonathan, Director, Schroders (December 28, 2000);
Kamezo Nakai, Managing Director, Nomura Securities Co., Ltd.
(December 29, 2000); Burkhard H. Gutzeit, Chairman, and C. Steven
Crosby, Acting Chief Executive Officer, GSTP AG (January 3, 2001);
Gary Bullock, Global Head of Operations, UBS Warburg (January 3,
2001); James M. Brown, Senior Vice President and Treasurer, The
Capital Group Companies, Inc. (January 4, 2001); James J. Mitchell,
President, Northern Trust Corporation (January 4, 2001); Arthur
Barton, Chief Administrative Officer, Clay Finley Inc. (January 4,
2001); Robert K. DiFazio, Salomon Smith Barney (January 4, 2001);
R.J.M. van der Horst, Managing Director, ABN AMRO Bank (January 4,
2001); E. Blake Moore, Jr., General Counsel, Nicholas-Applegate
(January 5, 2001); Mitchel Lenson, Managing Director-Global Head of
Operations and Technology, Deutsche Bank Group (January 5, 2001);
Albert E. Petersen, Executive Vice President, State Street (January
5, 2001); David J. Brooks, Vice President, Merrill Lynch (January 5,
2001); Neil Henderson, Senior Vice President, The Chase Manhattan
Bank (January 5, 2001); Michael Wyne, Chairman, and Gary Koenig,
Vice Chairman, The Asset Managers Forum (January 5, 2001); Bradely
I. Abelow, Managing Director, Goldman, Sachs & Co. (January 22,
2001); and Burkhard H. Gutzeit, Chairman, and C. Steven Crosby,
Acting Chief Executive Officer, GSTP AG (January 30, 2001).
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[[Page 20497]]
GSTP AG expressed its concern that combining elements of DTC, an
industry utility, with a commercial entity, Thomson Financial Inc.,
could limit access to DTC by competitors and could give GJVMS an unfair
advantage through differential pricing, lack of interoperability, and
preferential treatment of GJVMS's clients by DTC.\25\
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\25\ Letter from Burkhard H. Gutzeit, Chairman, and C. Steven
Crosby, Acting Chief Executive Officer, GSTP AG (Janaury 3, 2001).
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In response to the GSTP AG's comment letters and other comment
letters raising similar issues, DTCC stated that (1) DTC, as a
registered clearing agency, is prohibited from unfairly discriminating
among users, (2) interoperability is a complex issue that must be
solved through participation of the SIA, the Commission, and competing
providers, (3) access to DTC's settlement system and the prices it
charges will not be affected by GJVMS, (4) GJVMS will not use
intellectual property concerns to interfere with access to DTC, (5)
standardized access to DTC will still be available as it has been for
the past twenty-five years, and (6) GJVMS will have its own sales force
separate from DTC.\26\
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\26\ Letter from Carl H. Urist, Managing Director and Deputy
General Counsel, DTCC (January 12, 2001).
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GSTP AG responded to DTCC's letter and stated that DTC must clearly
explain which functions will continue to be performed exclusively by
DTC and which will be performed by GJVMS.\27\ In particular, GSTP AG
stated that DTCC's response left unclear whether DTC will consider
GJVMS to be a vendor at the same level as GSTP AG or any other central
matching service, or whether DTC will accord to GJVMS preferential
treatment. Also, GSTP AG stated that DTCC failed to address how
communications with settlement agents will occur. GSTP AG said that
fair and open access to DTC settlement functions for all matching
services must encompass a requirement that DTC, not GJVMS, continued to
provide this service. Furthermore, GSTP AG expressed its concerns that
DTCC did not clarify interoperability and whether DTC's customer
service will show preferential treatment to clients of GJVMS.
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\27\ Letter from Burkhard H. Gutzeit, Chairman, and C. Steven
Crosby, Acting Chief Executive Officer, GSTP AG (January 30, 2001).
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DTCC responded to GSTP AG's January 3, 2001, letter by stating that
the GSTP AG comment letter reflects confusion by GSTP AG about the
functions to be performed by GJVMS.\28\ In addition, DTCC stated that
DTC would limit its activities to following the settlement instructions
authorized by its participants whether those instructions were
submitted by GJVMS, GSTP, AG, or any other Central Matching Service or
vendor. Finally, DTCC stated that its expects that the concerns
expressed by GSTP AG about interoperability and the relationship
between DTC and GJVMS will be fully addressed in the Commission's
approval orders.
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\28\ Letter from Richard B. Nesson, Managing Director and
General Counsel, DTCC (March 9, 2001).
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A comment by TLX Trading Network expressed concern about the post-
merger availability and affordability of TradeMessage, SID, and ALERT
to vendors.\29\ DTCC stated in response that access to TradeMessage,
SID, and ALERT will not be hampered by GJVMS.\30\ DTCC asserted that
the same procedure for settlement instructions will continue after the
formation of GJVMS. Vendors acting on behalf of DTC participants will
be able to transmit settlement instructions directly to DTC without the
involvement of GJVMS. As is done today, DTC will charge fees for such
services to the participants on whose behalf the vendors are acting,
with no additional charges to the vendors, In addition, DTCC stated in
its letter that the same open access by customers' vendors to SID will
continue with respect to the unified database after GJVMS commences
operations.
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\29\ Letter from Justin Lowe, Chief Executive Officer, and
Robert Raich, Chief Financial Officer, TLX Trading Network (``TLX'')
(December 18, 2000).
\30\ Letter from Carl H. Urist, Managing Director and Deputy
General Counsel, DTCC (January 4, 2001).
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Sungard expressed concern that moving TradeSuite and SID to GJVMS
will require competitors either to adhere to GJVMS's protocols and
presumably higher fees for access or to incur the expense of building
redundant databases.\31\ DTCC responded that the Sungard letter appears
to raise the same issues that were previously addressed in DTCC's
January 4, and 12, 2001, letters responding to the TLX and GSTP AG
letters.\32\
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\31\ Letter from Lawrence A. Gross, Vice President and General
Counsel, Sungard (February 9, 2001).
\32\ Letter from Richard B. Nesson, Managing Director and
General Counsel, DTCC (March 9, 2001).
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IV. Discussion
A. Statutory Standards
Section 17A(b)(1) of the Exchange Act requires all clearing
agencies to register with the Commission.\33\ On April 6, 1998, the
Commission issued the Matching Release in which it concluded that an
entity that provides matching services \34\ as an intermediary between
broker-dealers and institutional customers is a clearing agency \35\
and is subject to the registration requirements of section
17A(b)(1).\36\
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\33\ 15 U.S.C. 78q-1(b)(1).
\34\ Matching is the term used to describe the process whereby
an intermediary independently determines whether trade data
submitted by a broker-dealer (i.e., confirmation information)
matches the trade data submitted by the broker-dealer's
institutional customer (i.e., allocation information). If the
information matches, the intermediary generates an affirmed
confirmation to the broker-dealer and the institution.
\35\ Section 3(a)(23) of the Exchange Act, 15 U.S.C. 78c(a)(23),
defines the term clearing agency as, among other things:
[A]ny person who acts as an intermediary in making payments or
deliveries or both in connection with transactions in securities or
who provides facilities for comparison of data respecting the terms
of settlement of securities transactions, to reduce the number of
settlements of securities transactions, or for the allocation of
securities settlement responsibilities.
\36\ Securities Exchange Act Release No. 39829 (April 6, 1998),
63 FR 17943. Specifically, the Matching Release concluded that
matching constitutes ``comparison of data respecting the terms of
settlement of securities transactions.''
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However, section 17A(b)(1) also states that, upon the Commission's
motion or upon a clearing agency's application, the Commission may
conditionally or unconditionally exempt a clearing agency from any
provisions of section 17A or the rules or regulations thereunder if the
Commission finds that such exemption is consistent with the public
interest, the protection of investors, and the purposes of section 17A,
including the prompt and accurate clearance and settlement of
securities transactions and the safeguarding of securities and
funds.\37\ As the Matching Release noted, a clearing agency whose
clearing agency functions are limited to providing a Central Matching
Service generally would be required to register as a clearing agency
but could apply for an appropriate exemption.
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\37\ The Commission granted Thomson Financial Technology
Services, Inc., a wholly owned subsidiary of then Thomson
Information Services Inc., an exemption to provide a matching
service. Securities Exchange Act Release No. 41377 (May 7, 1999), 64
FR 25948 [File No. 600-31]. The Commission also approved a proposed
rule change filed by DTC, a registered clearing agency, that allows
DTC to provide a matching service. Securities Exchange Act Release
No. 39832 (April 6, 1998), 63 FR 18062 [File No. SR-DTC-95-23].
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B. Evaluation of GJVMS's Application for Exemption
In evaluating GJVMS's application for exemption, the Commission is
guided by the requirements of section 17A of the Exchange Act. Among
other factors, the Commission considered GJVMS's risk management
procedures, operational capacity and safeguards,
[[Page 20498]]
organizational structure, and ability to operate in a manner that will
satisfy the fundamental goals of section 17A (i.e., the safety and
soundness of the national clearance and settlement system).
As discussed below, the Commission has carefully considered the
impact of GJVMS's proposed operation of a Central Matching Service on
the national system for clearance and settlement and the potential
impact on competition. Because the Central Matching Service will be the
only clearing agency function that GJVMS will perform, the Commission
believes that an exemption from full registration as a clearing agency
is appropriate.\38\ The Commission has also carefully considered the
comment letters received in response to GJVMS's application and the
fact that GJVMS will combine the two principal systems used by broker-
dealers and institutional investors for post-trade, presettlement
processing of U.S. trades. The Commission concludes that the conditions
set forth in the exemption order appropriately address the issues
raised by the comments.\39\
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\38\ GJVMS specifically represented that it will not perform
other functions of a clearing agency such as net settlement,
maintaining a balance of open positions between buyers and sellers,
marking securities to the market, or handling funds or securities.
\39\ The Commission also notes that another order it is issuing
today addresses commenters' concerns about possible preferential
treatment for GJVMS by DTC. The order specifically highlights the
existing statutory requirement that DTC provide equitable allocation
of dues, fees, and other charges among its participants and refrain
from imposing any burden on competition not necessary or appropriate
in furtherance of the purposes of section 17A of the Exchange Act.
Securities Exchange Act Release No. 44189 (April 17, 2001) [File No.
DTC-00-10] (order approving proposed rule change by DTC to transfer
its TradeSuite service to DTCC).
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The Commission also finds that the conditions imposed upon GJVMS
respecting other Central Matching Services will promote transparency,
consistency, and interoperability in central trade matching and will
assure that other Central Matching Services receive equal treatment.
Consequently, the Commission believes these conditions are consistent
with the public interest, the protection of investors, and the purposes
of section 17A. Because these conditions are designed to promote
interoperability, the Commission intends to require substantially the
same conditions of other Central Matching Services that obtain an
exemption from registration as a clearing agency.
C. Terms of GJVMS's Exemption \40\
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\40\ The United States Department of Justice provided advice to
the Commission in formulating certain conditions of this order.
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1. Scope of Exemption
This order grants GJVMS an exemption from registration as a
clearing agency under section 17A of the Exchange Act to provide a
Central Matching Service and an ETC service where it will act as an
intermediary in the confirmation/affirmation process to compare a
broker-dealer's trade data with a customer's allocation instructions to
produce an affirmed confirmation.\41\ The exemption is granted subject
to conditions that the Commission believes are necessary and
appropriate in light of the statutory requirements of the section 17A
objective of promoting a safe and efficient national clearance and
settlement system and in light of GJVMS's structure and proposed
operation. This exemptive order and the conditions an limitations
contained in it are consistent with the Commission's statement in the
Matching Release that an entity that limits its clearing agency
functions to providing matching services does not have to be subject to
the full range of clearing agency regulations.\42\
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\41\ Because the Commission is granting GJVMS an exemption from
clearing agency registration, GJVMS will not be a self-regulatory
organization and therefore will not be required to file rule changes
in accordance with section 19(b) of the Exchange Act, 15 U.S.C.
78s(b). Furthermore, the Commission is not requiring GJVMS to comply
with the rule change filing requirements of section 19(b) as a
condition of its exemption.
\42\ See also Thomson Financial Technology Services, Inc.,
Securities Exchange Act Release No. 41377 (May 7, 1999), 64 FR 25948
[File No. 600-31] (order granting application for exemption from
clearing agency registration).
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2. Conditions of Exemption
The Commission is including specific conditions to this exemption.
As noted above, these conditions are designed to promote a safe and
efficient national clearance and settlement system and to enable the
Commission to monitor the operation of GJVMS's Central Matching
Service.
a. Operational Conditions. (1) Before beginning the commercial
operation of its central matching service, GJVMS shall provide the
Commission with an audit report that addresses all the areas discussed
in the Commission's Automation Review Policies (ARPs).\43\ In order to
verify that GJVMS is so organized and has the capacity to be able to
facilitate prompt and accurate matching services, the exemption
contained in this order will take effect thirty days after our staff
has received an acceptable audit report.
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\43\ Securities Exchange Act Release Nos. 27445 (November 16,
1989), 54 FR 48703; and 29185 (May 9, 1991), 56 FR 22490.
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(2) GJVMS shall provide the Commission (beginning in its first year
of operation) with annual reports and any associated field work
prepared by competent, independent audit personnel that are generated
in accordance with the annual risk assessment of the areas set forth in
the ARPs. GJVMS shall provide the Commission (beginning in its first
year of operation) with annual audited financial statements prepared by
competent independent audit personnel.
(3) GJVMS shall report all significant systems outages to the
Commission. If it appears that the outage may extend for thirty minutes
or longer, GJVMS shall report the systems outage immediately. If it
appears that the outage will be resolved in less than thirty minutes,
GJVMS shall report the systems outage within a reasonable time after
the outage has been resolved.
(4) GJVMS shall provide the Commission with twenty business days'
advance notice of any material changes that GJVMS makes to its Central
Matching Service or ETC service. These changes will not require the
Commission's approval before they are implemented.
(5) GJVMS shall respond and require its service providers
(including DTCC and Omgeo) to respond to requests from the Commission
for additional information relating to its Central Matching Service and
ETC service, and provide access to the Commission to conduct on-site
inspections of all facilities (including automated systems and systems
environment), records, and personnel related to the Central Matching
Service and ETC service. The requests for information shall be made and
the inspections shall be conducted solely for the purpose of reviewing
the Central Matching Service's and the ETC service's operations and
compliance with the federal securities laws and the terms and
conditions of this exemptive order.
(6) GJVMS shall supply the Commission or its designee with periodic
reports regarding the affirmation rates for institutional transactions
effected by institutional investors that utilize its Central Matching
Service and ETC service.\44\
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\44\ DTC submits monthly affirmation/confirmation reports to the
appropriate self-regulatory organizations. The Commission
anticipates a similar schedule for GJVMS.
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(7) GJVMS shall preserve a copy or record of all trade details,
allocation
[[Page 20499]]
instructions, central trade matching results, reports and notices sent
to customers, service agreements, reports regarding affirmation rates
that are sent to the Commission or its designee, and any complaint
received from a customer, all of which pertain to the operation of its
Central Matching Service and ETC service. GJVMS shall retain these
records for a period of not less than five years, the first two years
in an easily accessible place.
(8) GJVMS shall not perform any clearing agency function (such as
net settlement, maintaining a balance of open positions between buyers
and sellers, or marking securities to the market) other than as
permitted by this exemption.
(9) Before beginning the commercial operation of its Central
Matching Service, GJVMS shall provide the Commission with copies of the
service agreements between DTCC and Omgeo, between Thomson Financial
Inc. and Omgeo, and between Omgeo and GJVMS. GJVMS shall notify the
Commission of any material changes to these service agreements.
b. Interoperability Conditions. (1) GJVMS shall develop, in a
timely and efficient manner, fair and reasonable linkages between
GJVMS's Central Matching Service and Other Central Matching Services
\45\ that, at a minimum, allow parties to trades that are processed
through one or more Central Matching Services to communicate through
one or more appropriate effective interfaces with Other Central
Matching Services.
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\45\ ``Other Central Matching Services'' means each Central
Matching Service that is registered with the Commission or that
receives an exemption from clearing agency registration from the
Commission.
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(2) GJVMS shall devise and develop interfaces with Other Central
Matching Services that enable end-user clients or any service that
represents end-user clients to GJVMS (``End-User Representative'') to
gain a single point of access to GJVMS and Other Central Matching
Services. Such interfaces must link with each Central Matching Service
so that an end-user client of one Central Matching Service can
communicate with all end-user clients of all Central Matching Services,
regardless of which Central Matching Service completes trade matching
prior to settlement.
(3) If any intellectual property proprietary to GJVMS is necessary
to develop, build, and operate links or interfaces to GJVMS's Central
Matching Service, as specified in this order, GJVMS shall license such
intellectual property to Other Central Matching Services seeking
linkage to GJVMS on fair and reasonable terms for use in such links or
interfaces.
(4) GJVMS shall waive any right to assert any patent claims to
prevent any Other Central Matching Service from operating a Central
Matching Service that it has developed independently from GJVMS's
Central Matching Service. Such waiver shall be self-executing and to
the benefit of all Other Central Matching Services.
(5) GJVMS shall support industry standards in each of the following
categories: Communication protocols (e.g., TCP/IP, SNA); message and
file transfer protocols and software (e.g., FIX, MQSeries, SWIFT);
message format standards (e.g., FIX, ISITC); and message languages and
metadata (e.g., XML). However, GJVMS need not support all existing
industry standards or those listed above by means of example. Within
three months of regulatory approval, GJVMS shall make publicly known
those standards supported by GJVMS's Central Matching Service. To the
extent that GJVMS decides to support other industry standards,
including new and modified standards, GJVMS shall make these standards
publicly known upon making such decision or within three months of
updating its system to support such new standards, whichever is sooner.
Any translation to/from these published standards necessary to
communicate with GJVMS's system shall be performed by GJVMS without any
significant delay or service degradation of the linked parties'
services.
(6) GJVMS shall make all reasonable efforts to link with each Other
Central Matching Service in a timely and efficient manner, as specified
below. Upon written request (the ``Written Request''), GJVMS shall
negotiate with each Other Central Matching Service to develop and build
an interface that allows the two to link central matching services
(``Interface''). GJVMS shall involve neutral industry participants
(e.g., qualified SIA representative(s) not serving on the Board or
Executive Committee of any Other Central Matching Service or otherwise
affiliated or associated with any Other Central Matching Service) in
all negotiations to build or develop Interfaces and, to the extent
feasible, incorporate input from such participants in determining the
specifications and architecture of such interfaces. Absent adequate
business or technological justification,\46\ GJVMS and the requesting
Other Central Matching Service shall conclude negotiations and reach a
binding agreement to develop and build an Interface within 120 calendar
days of GJVMS's receipt of the Written Request. This 120-day period may
be extended upon the written agreement of both GJVMS and the Other
Central Matching Service engaged in negotiations. For each Other
Central Matching Service with whom GJVMS reaches a binding agreement to
develop and build an Interface, GJVMS shall begin operating such
Interface within 90 days of reaching a binding agreement and receiving
all the information necessary to develop and operate it. This 90-day
period may be extended upon the written agreement of both GJVMS and the
Other Central Matching Service. For each Interface and within the same
time GJVMS must negotiate and begin operating each Interface, GJVMS and
the Other Central Matching Service shall agree to ``Commercial Rules''
for coordinating in the provision of Central Matching Services through
their respective Interface, including commercial rules: (A) Allocating
responsibility for performing Central Matching Services; and (B)
allocating liability for service failures. GJVMS shall also involve
neutral industry participants in negotiating applicable Commercial
Rules and, to the extent feasible, take input from such participants
into account in agreeing to Commercial Rules. At a minimum, each
Interface shall enable GJVMS and the Other Central Matching Service to
transfer between them all trade and account information necessary to
fulfill their respective central matching responsibilities as set forth
in their Commercial Rules (``Trade and Account Information''). Absent
an adequate business or technological justification, GJVMS shall
develop and operate each Interface without imposing conditions that
negatively impact the Other Central Matching Service's ability to
innovate its matching service or develop and offer other value-added
services relating to its matching service or that negatively impact the
Other Central Matching Service's ability to compete effectively against
GJVMS.
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\46\ The failure of neutral industry participants to be
available or to submit their input within the 120 day or 90 day time
periods set forth in this Paragraph shall not constitute an adequate
business or technological justification for failing to adhere to the
requirements set forth in this Paragraph.
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(7) In order to facilitate fair and reasonable linkages between
GJVMS and Other Central Matching Services, GJVMS shall publish or make
available to any Other Central Matching Service the specifications for
any Interface and its corresponding Commercial Rules that are in
operation within twenty days of receiving a request for such
specifications and Commercial Rules.
[[Page 20500]]
Such specifications shall contain all the information necessary to
enable any Other Central Matching Services not already linked to GJVMS
through an Interface to establish a linkage with GJVMS through an
Interface or a substantially similar interface. GJVMS shall link to any
Other Central Matching Service, if the Other Central Matching Service
so opts, through an interface substantially similar to any Interface
and its corresponding Commercial Rules that GJVMS is currently
operating. GJVMS shall begin operating such substantially similar
interface and Commercial Rules with the Other Central Matching Service
within 90 days of receiving all the information necessary to operate
that link. This 90-day period may be extended upon the written
agreement of both GJVMS and the Other Central Matching Service that
plans to use that link.
(8) GJVMS and respective Other Central Matching Services shall bear
their own costs of building and maintaining an Interface, unless
otherwise negotiated by the parties.
(9) If a dispute arises relating to the negotiation for the
building, development, or initial operation of an Interface, or
Commercial Rules relating to that Interface, that cannot be resolved
within the time frames set forth above, GJVMS or the Other Central
Matching Service may submit the dispute to the Commission for review
and request Commission assistance in its timely resolution.
(10) GJVMS shall provide to all Other Central Matching Services and
End-User Representatives that maintain linkages with GJVMS sufficient
advance notice of any material changes, updates, or revisions to its
interfaces to allow all parties who link to GJVMS through affected
interfaces to modify their systems as necessary and avoid system
downtime, interruption, or system degradation.
Price for Interfaces
(11) GJVMS and each Other Central Matching Service shall negotiate
fair and reasonable charges and terms of payment for the use of their
Interface with respect to the sharing of Trade and Account Information
(``Interface Charges''). In any fee schedule adopted under Paragraphs
11, 12, or 13 of this Order, GJVMS's Interface Charges shall be equal
to the Interface Charges of the respective Other Central Matching
Service.
(12) If GJVMS and the Other Central Matching Service cannot reach
agreement on fair and reasonable Interface Charges within 60 days of
receipt of the Written Request, GJVMS and the Other Central Matching
Service shall submit to binding arbitration under the rules promulgated
by the American Arbitration Association. The arbitration panel shall
have 60 days to establish a fee schedule. The arbitration panel's
establishment of a fee schedule shall be binding on GJVMS and the Other
Central Matching Service unless and until the fee schedule is
subsequently modified or abrogated by the Commission or GJVMS and the
Other Central Matching Service mutually agree to renegotiate.\47\
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\47\ The Commission is reserving its jurisdiction to, in its
sole discretion, review de novo the fee schedule resulting from
negotiation or arbitration. See section 17A(b)(3)(I), 15 U.S.C. 78q-
1(b)(3)(I).
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(13) (A) The following parameters shall be considered in
determining fair and reasonable Interface Charges: (i) The variable
cost incurred for forwarding Trade and Account Information to Other
Central Matching Services; (ii) the average cost associated with the
development of links to end-users and End-User Representatives; and
(iii) GJVMS's Interface Charges to Other Central Matching Services. (B)
The following factors shall not be considered in determining fair and
reasonable Interface Charges: (i) The respective cost incurred by GJVMS
or the Other Central Matching Service in creating and maintaining
Interfaces; (ii) the value that GJVMS or the Other Central Matching
Service contributes to the relationship; (iii) the opportunity cost
associated with the loss of profits to GJVMS that may result from
competition from Other Central Matching Services; (iv) the cost of
building, maintaining, or upgrading GJVMS's central matching service;
or (v) the cost of building, maintaining, or upgrading value added
services to GJVMS's central matching service. (C) In any event, the
Interface Charges shall not be set at a level that unreasonably deters
entry or otherwise diminishes price or non-price competition with GJVMS
by Other Central Matching Services.
Prices for Customers
(14) GJVMS shall not charge its customers more for use of its
Central Matching Service when one or more counter-parties are customers
of Other Central Matching Services than GJVMS charges its customers for
use of its Central Matching Service when all counter-parties are
customers of GJVMS. GJVMS shall not charge customers any additional
amount for forwarding to or receiving Trade and Account Information
from Other Central Matching Services called for under applicable
Commercial Rules.
(15) GJVMS shall maintain its quality, capacity and service levels
in the interfaces with Other Central Matching Services (``matching
services linkages'') without bias in performance relative to similar
transactions processed completely within GJVMS. GJVMS shall preserve
and maintain all raw data and records necessary to prepare reports
tabulating separately the processing and response times on a trade by
trade basis for: (A) Completing its Central Matching Service when all
counter-parties are customers of GJVMS; (B) completing its Central
Matching Service when one or more counter-parties are customers of
Other Central Matching Services; or (C) forwarding trade information to
Other Central Matching Services called for under applicable Commercial
Rules. GJVMS shall retain the data and records for a period not less
than six years. Sufficient information shall be maintained to
demonstrate that the requirements of Paragraph 16 below are being met.
GJVMS and its service providers shall provide the Commission with
reports regarding the time it takes GJVMS to process trades and forward
information under various circumstances within thirty days of the
Commission's request for such reports. However, GJVMS shall not be
responsible for identifying the specific cause of any delay in
performing its Central Matching Service where the fault for such delay
is not attributable to GJVMS.
(16) GJVMS shall process trades or facilitate the processing of
trades by Other Central Matching Services on a first-in-time priority
basis. For example, if GJVMS receives Trade and Account Information
that GJVMS is required to forward to Other Central Matching Services
under applicable Commercial Rules (``pass through information'') prior
to receiving Trade and Account Information from GJVMS's customers
necessary to provide Central Matching Services for a trade in which all
parties are customers of GJVMS (``intra-hub information''), GJVMS shall
forward the pass through information to the designated Other Central
Matching Service prior to processing the intra-hub information. If, on
the other hand, the information were to come in the reverse order,
GJVMS shall process the intra-hub information before forwarding the
pass-through information.
(17) GJVMS shall sell access to its databases, systems or
methodologies for transmitting settlement instructions (including
settlement instructions from investment managers, broker-dealers, and
custodian banks) and/or
[[Page 20501]]
transmitting Trade and Account Information to and receiving
authorization responses from settlement agents on fair and reasonable
terms to Other Central Matching Services and End-User Representatives.
Such access shall permit Other Central Matching Services and End-User
Representatives to draw information from those databases, systems, and
methodologies for transmitting settlement instructions and/or
transmitting Trade and Account Information to and receiving
authorization responses from settlement agents for use in their own
Central Matching Services or End-User Representatives' services. The
links necessary for Other Central Matching Services and End-User
Representatives to access GJVMS's databases, systems or methodologies
for transmitting settlement instructions and/or transmitting Trade and
Account Information to and receiving authorization responses from
settlement agents must comply with the conditions set forth in
Paragraphs 3, 5, 10, 15 and 16 of this order.
(18) For the first five years from the date of this order, GJVMS
shall provide the Commission with reports every six months sufficient
to document GJVMS's adherence to the obligations relating to interfaces
set forth in Paragraphs 6 through 14 and Paragraph 17 above. GJVMS
shall incorporate into such reports information including but not
limited to: (A) all Other Central Matching Services linked to GJVMS;
(B) the time, effort, and cost required to establish each link between
GJVMS and Other Central Matching Services; (C) any proposed links
between GJVMS and Other Central Matching Services as well as the status
of such proposed links; (D) any failure or inability to establish such
proposed links or fee schedules for Interface Charges; (E) any written
complaint received from Other Central Matching Services relating to its
established or proposed links with GJVMS; and (F) if GJVMS failed to
adhere to any of the obligations relating to interfaces set forth in
Paragraphs 6 through 14 and Paragraph 17 above, its explanation for
such failure. The Commission shall treat information submitted in
accordance with this Paragraph as confidential, non-public information.
If any Other Central Matching Service seeks to link with GJVMS more
than five years after issuance of this order, GJVMS shall notify the
Commission of the Other Central Matching Service's request to link with
GJVMS within ten days of receiving such request. In addition, GJVMS
shall provide reports to the Commission in accordance with this
Paragraph commencing six months after the initial request for linkage
is made until one year after GJVMS and the Other Central Matching
Service begin operating their interface. The Commission reserves the
right to request reports from GJVMS at any time. GJVMS shall provide
the Commission with such updated reports within thirty days of the
Commission's request.
(19) GJVMS shall also publish or make available upon request to any
End-User Representative the necessary specifications, protocols, and
architecture of any interface created by GJVMS for any End-User
Representative.
3. Modification of Exemption
The Commission may modify by order the terms, scope, or conditions
of GJVMS's exemption from registration as a clearing agency if it
determines that such modification is necessary or appropriate in the
public interest, for the protection of investors, or otherwise in
furtherance of the purposes of the Exchange Act.\48\ Furthermore, the
Commission may limit, suspend, or revoke this exemption if it finds
that GJVMS has violated or is unable to comply with any of the
provisions set forth in this order if such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Exchange Act.
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\48\ GJVMS must amend its Form CA-1 with respect to any changes
to the information reported at items 1, 2, and 3 of its Form CA-1 to
the extent that such changes are not reported in the disclosure
documents. In addition, GJVMS is required to file with the
Commission amendments to its application for exemption on Form CA-1
if it makes any material change affecting its matching service or
ETC service as summarized in this order, in its Form CA-1 dated
September 19, 2000, or in any subsequently filed amendments to its
Form CA-1, which would make the information in this order or in its
Form CA-1 incomplete or inaccurate.
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V. Conclusion
In light of the conditions prescribed above, the Commission
believes that GJVMS will have sufficient operational and processing
capability to facilitate prompt and accurate matching services.
Moreover, the Commission notes that GJVMS's exemption will be subject
to conditions that are designed to enable the Commission to monitor
GJVMS's risk management procedures, operational capacity and
safeguards, corporate structure, and ability to operate in a manner to
further the fundamental goals of section 17A. Therefore, the Commission
finds that GJVMS's application for exemption from registration as a
clearing agency is consistent with the public interest, the protection
of investors, and the purposes of section 17A.
It Is Therefore Ordered, pursuant to section 17A(b)(1) of the
Exchange Act, that the request for exemption from registration as a
clearing agency filed by Global Joint Venture Matching Services--US,
LLC (File No. 600-32) be, and hereby is, granted subject to the
conditions contained in this order.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-9962 Filed 4-20-01; 8:45 am]
BILLING CODE 8010-01-M