[Federal Register Volume 61, Number 246 (Friday, December 20, 1996)]
[Rules and Regulations]
[Pages 67188-67195]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-32310]


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FARM CREDIT ADMINISTRATION
12 CFR Part 615

RIN 3052-AB73


Funding and Fiscal Affairs, Loan Policies and Operations, and 
Funding Operations; Book-entry Procedures for Farm Credit Securities

AGENCY: Farm Credit Administration.

ACTION: Interim rule with request for comments.

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SUMMARY: The Farm Credit Administration (FCA) adopts an interim rule 
that revises procedures governing the issuance, maintenance, and 
transfer of Farm Credit securities on the book-entry system of the 
Federal Reserve Banks (Book-entry System). The revisions are necessary 
to conform FCA book-entry procedures to the recently revised book-entry 
procedures of the Department of the Treasury (Treasury), which 
regulates the Book-entry System for Treasury securities. The interim 
rule also makes conforming amendments in the book-entry regulations 
governing securities of the Farm Credit System Financial Assistance 
Corporation (FAC) and the Federal Agricultural Mortgage Corporation 
(Farmer Mac).

[[Page 67189]]

    The FCA's action follows the action of Treasury, which revised its 
book-entry regulations to eliminate outdated legal concepts and 
incorporate significant changes in commercial and property law 
affecting the holding of securities through financial intermediaries. 
At the request of Treasury, and in coordination with other regulators 
of Government-Sponsored Enterprises (GSEs), the FCA is making this 
interim rule effective on the same date as Treasury's new book-entry 
regulations. This coordinated action will avoid market uncertainty and 
help ensure a consistent regulatory approach for all users of the Book-
entry System, including Farm Credit System institutions.

EFFECTIVE DATE: January 1, 1997. Written comments must be received on 
or before February 18, 1997.

ADDRESSES: Comments may be mailed or delivered to Patricia W. DiMuzio, 
Director, Regulation Development Division, Office of Policy Development 
and Risk Control, Farm Credit Administration, 1501 Farm Credit Drive, 
McLean, VA 22102-5090 or by facsimile at (703) 734-5784. Comments may 
also be submitted via electronic mail to ``[email protected]''. Copies 
of all communications received will be available for review by 
interested parties in the Office of Policy Development and Risk 
Control, Farm Credit Administration.
FOR FURTHER INFORMATION CONTACT:
Michael J. LaVerghetta, Senior Financial Analyst, Office of Policy 
Development and Risk Control, Farm Credit Administration, McLean, VA 
22102-5090, (703) 883-4498, or
William L. Larsen, Senior Attorney, Office of General Counsel, Farm 
Credit Administration, McLean, VA 22102-5090, (703) 883-4020, TDD (703) 
883-4444.

SUPPLEMENTARY INFORMATION:

I. Background

A. Current Book-Entry Regulations

    The Farm Credit System obtains funds for its lending operations 
primarily from the sale of debt securities issued by the Farm Credit 
banks through the Federal Farm Credit Banks Funding Corporation 
(Funding Corporation). As late as the mid-1970s, Farm Credit securities 
were issued exclusively in definitive form (i.e., as paper 
certificates). The Federal Reserve Banks acted as the fiscal agent of 
the Farm Credit banks for transactions in definitive Farm Credit 
securities. Around 1970, however, Treasury began a concerted effort to 
convert the holding and issuance of marketable Treasury securities to 
book-entry form, with the goals of protecting against loss, theft, and 
counterfeit of definitive securities, as well as reducing paperwork and 
printing costs. Treasury and the Federal Reserve Banks developed the 
Book-entry System for Treasury securities. Access for GSE securities to 
the Book-entry System soon followed. The Farm Credit System, along with 
other GSEs, joined Treasury in moving toward issuing and maintaining 
their securities in book-entry form.
    Under the Book-entry System, the Federal Reserve Banks maintain 
records of book-entry securities in the names of depository 
institutions. The depository institutions keep separate accounts for 
securities they own and for those they maintain for investors and other 
financial institutions. Book-entry securities are assigned to an 
investor's account at the depository institution. Instead of a physical 
certificate, the investor receives a confirmation or custody receipt 
from his bank or non-bank dealer.
    Beginning in 1968, Treasury issued regulations to govern operation 
of the Book-entry System and set forth the legal framework for 
maintenance and transfer of Treasury securities in the Book-entry 
System. Treasury's regulations applied only to Treasury securities, but 
the basic book-entry procedures applicable to GSE securities in the 
Book-entry System are closely analogous to book-entry procedures for 
Treasury securities. Thus, the Treasury regulations at subpart O of 31 
CFR part 306 served as the model for the FCA's current book-entry 
regulations at 12 CFR part 615, subpart O. The FCA adopted book-entry 
regulations in 1977 (42 FR 43824, August 31, 1977). Other GSE 
regulators adopted similar regulations. The FCA later adopted 
regulations governing the access of FAC and Farmer Mac to the Book-
entry System. (See 12 CFR part 615, subpart R, published at 53 FR 
12141, April 13, 1988; 12 CFR 615, subpart S, published at 61 FR 31392, 
June 20, 1996.)

B. New Treasury Book-Entry Regulations

    On March 4, 1996, Treasury proposed to substantially revise its 
book-entry regulations (61 FR 8420). Treasury's action came after years 
of study of the legal issues and problems generated when older legal 
concepts developed for handling transactions and determining ownership 
interests in physical certificates were applied to paperless book-entry 
securities often held through a chain of intermediary parties. 
Treasury's proposal followed the development in 1994 of a revised 
version of Article 8 of the Uniform Commercial Code (UCC) designed to 
address similar issues and problems for purposes of state commercial 
law. Treasury adopted final book-entry regulations on August 16, 1996 
(61 FR 43626), effective January 1, 1997.
    Treasury's new book-entry regulations are known by the acronym 
``TRADES'' (Treasury/Reserve Automated Debt Entry System). In essence, 
the TRADES regulations set forth the rights and obligations of various 
parties, including investors and securities intermediaries, with 
respect to the holding of Treasury securities in the Book-entry System. 
The TRADES regulations eliminate the confusing concept central to 
earlier book-entry regulations (including the FCA's) known as the 
``bearer-definitive fiction.'' The bearer-definitive fiction assumed 
that book-entry securities were the equivalent of bearer-definitive 
securities (i.e., physical securities in the possession of and payable 
to the bearer) for purposes of determining interests in the securities. 
In the early years of the Book-entry System, this concept allowed for 
the application of existing law to the rights and interests of 
investors and other persons in marketable book-entry securities, but 
ultimately generated uncertainty in settling ownership interests 
because physical certificates do not actually exist for book-entry 
securities. The TRADES regulations provide guidance on the application 
of state law in choice of law situations, but also clarify that the 
interests and obligations of the United States and the Federal Reserve 
Banks in relationship to other parties with interests in marketable 
Treasury book-entry securities are governed exclusively by Federal law 
rather than state law unless otherwise provided.

II. FCA Action on TRADES

A. In General

    The FCA supports the Treasury's efforts to clarify and update the 
legal structure and mechanics of the Book-entry System to improve 
certainty and liquidity in the Government/GSE securities market. 
Moreover, the FCA recognizes that book-entry regulations governing Farm 
Credit securities must be substantially consistent with TRADES to avoid 
confusion in the Government/GSE securities market and ensure a 
consistent regulatory approach for users of the Book-entry System. To 
this end, the FCA is adopting interim amendments to its book-entry 
regulations that conform in all substantive respects with TRADES, but 
are customized for applicability to Farm Credit institutions.

[[Page 67190]]

    In view of the fundamental similarity of TRADES and FCA book-entry 
regulations, the FCA does not believe it is necessary or efficient to 
repeat in this rulemaking document the extensive background material 
and detailed explanation of the rationale and effect of the TRADES 
regulations set forth in Treasury's proposed and final rulemaking 
documents, supra. Members of the public should refer to Treasury's 
TRADES rulemaking documentation for background on the history and 
mechanics of the Book-entry System and guidance on the general 
provisions of the book-entry regulations. As is its current policy 
regarding interpretation of book-entry regulations, the FCA expects to 
follow Treasury TRADES interpretations and guidance with respect to FCA 
book-entry regulations and will coordinate with Treasury regarding 
future guidance and any necessary changes.

B. Comparison of TRADES and FCA Book-Entry Regulations

    The discussion that follows compares the interim regulations 
adopted by the FCA and TRADES. Any differences are based on the 
distinction between Treasury securities and Farm Credit securities, as 
well as on the unique characteristics of the Farm Credit System.
1. General
    The TRADES regulations generally refer to the United States or 
Treasury as the issuer of Treasury securities. For purposes of the 
FCA's adaptation of the TRADES regulations to FCA book-entry 
regulations, the FCA has substituted the term ``Farm Credit banks'' as 
the issuer and ``Farm Credit securities'' for Treasury securities. Any 
reference in FCA book-entry regulations to the United States, the 
Treasury, or the Federal Reserve Banks is not meant to imply any 
liability of the United States for Farm Credit securities. See section 
4.4(c) of the Farm Credit Act of 1971, as amended (Act) (12 U.S.C. 
2155(c)). In addition, to avoid potential confusion regarding the 
obligation of the Funding Corporation to investors and other parties to 
the book-entry process, the FCA has included the Funding Corporation as 
an issuer solely for purposes of these book-entry regulations. As a 
technical matter, section 4.9 of the Act (12 U.S.C. 2160) assigns the 
Funding Corporation the ministerial duty of ``issuing'' Farm Credit 
securities as the System's fiscal agent. The FCA concludes that, even 
though the Funding Corporation is not an issuer in the conventional 
sense of being liable to pay interest and principal on Farm Credit 
securities, its extensive involvement in the process of issuance and 
maintenance of Farm Credit securities on the Book-entry System requires 
that the Funding Corporation be afforded the protections of an issuer 
for purposes of determining its rights and obligations with respect to 
Farm Credit securities maintained on the Book-entry System.
    This interim rule continues the separate location in 12 CFR part 
615, subparts R and S, respectively, of book-entry regulations 
applicable to FAC and Farmer Mac. The subpart R and S book-entry 
regulations incorporate by reference applicable sections of the 12 CFR 
part 615, subpart O book-entry regulations applicable to Farm Credit 
banks and the Funding Corporation. While the access of FAC and Farmer 
Mac to the Book-entry System clearly makes them issuers for purposes of 
the book-entry regulations, the FCA believes it is important to 
differentiate FAC and Farmer Mac securities from the Farm Credit 
securities that are the joint and several obligations of the Farm 
Credit banks. Thus, FAC and Farmer Mac are not identified in 
conjunction with the Farm Credit banks and the Funding Corporation as 
issuers in subpart O of the interim rule, but rather are treated 
separately in subparts R and S.
    There are several other general areas in which the FCA's book-entry 
regulations diverge from Treasury's book-entry regulations. First, 
under Treasury regulations, Treasury securities may be held in book-
entry form by investors who do not choose to hold their book-entry 
securities accounts at financial institutions or dealers. Treasury's 
book-entry system for these investors is known as TREASURY DIRECT. 
Since there is currently no direct registration and holding of Farm 
Credit securities, this interim rule does not establish a system 
analogous to TREASURY DIRECT for Farm Credit securities.
    Second, the Farm Credit banks have authority to issue a wide 
variety of securities, some of which are not maintained by the Federal 
Reserve Banks. For example, securities issued pursuant to the Global 
Debt Program of the Farm Credit banks can be issued through fiscal 
agents other than the Federal Reserve Banks. See 12 CFR part 615, 
subpart P. Farm Credit securities not maintained by a Federal Reserve 
Bank are not subject to these book-entry regulations. Furthermore, the 
FCA's book-entry regulations apply only while a Farm Credit security is 
on the Book-entry System; this regulation does not apply to Farm Credit 
securities initially issued on the Book-entry System but subsequently 
converted to definitive form.
    Third, FCA's book-entry regulations recognize that there may be 
variations in documentation that Farm Credit banks use depending upon 
the type of security issued and accordingly contain a broader 
definition of securities documentation than Treasury's regulations.
2. Section-by-Section Comparison With Treasury's TRADES
    This segment of the preamble provides a section-by-section 
comparison between FCA's book-entry regulations and TRADES and explains 
several situations unique to the Farm Credit banks and their securities 
that are not part of the TRADES regulation. Section references to title 
31 of the Code of Federal Regulations (31 CFR) are to Treasury's book-
entry regulations as revised.

Section 615.5450

    This section contains definitions applicable to FCA book-entry 
regulations. To conform with TRADES, the interim rule revises several 
definitions found in current FCA regulations and adds definitions that 
correspond to definitions in 31 CFR 357.2 or are custom-tailored to 
apply to the Farm Credit banks and their securities. The FCA's rule 
uses the terminology ``Book-entry System'' rather than ``TRADES,'' 
since TRADES is Treasury's unique terminology for the book-entry system 
applicable to Treasury securities. Section 615.5450(p) cross-references 
the definition of revised Article 8 of the UCC to 31 CFR 357.2.

Section 615.5451

    This section addresses Farm Credit banks'' book-entry and 
definitive securities. It is adapted from Sec. 615.5450 of current 
subpart O and does not have a TRADES counterpart section. Section 
615.5451 deletes outmoded specific references to dates of issuance of 
Farm Credit banks' securities, denominations in U.S. dollars, and 
minimum original maturity requirements. The revisions also provide 
that, subject to the approval of the FCA, the Funding Corporation may 
issue Farm Credit securities in book-entry or bearer-definitive form in 
denominations determined to be appropriate by the Funding Corporation.

Section 615.5452

    This section is adapted from 31 CFR 357.10 and covers the law 
governing the rights and obligations of the United States, Federal 
Reserve Banks, Farm Credit banks, and Funding Corporation,

[[Page 67191]]

as well as the rights of any person against such institutions and the 
United States. Through use of the defined term, securities 
documentation, the FCA's rule recognizes that the Farm Credit banks may 
use various forms of documentation to establish the terms of Farm 
Credit securities, depending upon the type of security issued.

Section 615.5453

    This section covers the law governing other interests in 
securities. Other than the substituted cross-reference to Treasury 
regulations, this provision is identical to 31 CFR 357.11.

Section 615.5454

    This section addresses security entitlements and security 
interests. It is modeled after 31 CFR 357.12. The FCA's rule applies 
these provisions to the Farm Credit banks and their securities.

Section 615.5455

    This section is modeled after 31 CFR 357.13 and addresses 
obligations of the Farm Credit banks. The FCA's rule allows for the 
possibility that the Farm Credit banks could make payments with respect 
to book-entry securities that might be characterized as other than 
principal or interest payments, such as ``yield maintenance premiums.''

Section 615.5456

    This section concerns the authority of Federal Reserve Banks. It is 
modeled after 31 CFR 357.14. As is permissible under current book-entry 
regulations, the FCA's rule specifically authorizes each Federal 
Reserve Bank to effect conversions between book-entry securities and 
definitive Farm Credit securities where conversion rights are available 
pursuant to the applicable securities documentation.

Section 615.5457

    This section addresses withdrawal of eligible book-entry securities 
for conversion to definitive form. It is a continuation of existing 
authority modeled after 31 CFR 306.117. The FCA's rule requires that 
conversion must be consistent with the securities documentation.

Section 615.5458

    This provision reserves the right of the FCA to waive requirements 
of the book-entry regulations in limited circumstances, such as in 
cases of unnecessary hardship, where such action is not inconsistent 
with law. It is based on 31 CFR 357.41.

Section 615.5459

    This section concerns liability of Farm Credit banks, the Funding 
Corporation, and Federal Reserve Banks. It is modeled after 31 CFR 
357.42. The FCA's rule reflects that some terms such as ``tender'' and 
``transactions request form'' used in Treasury's rule do not apply to 
Farm Credit book-entry securities.

Section 615.5460

    This section is modeled after two Treasury regulations. Paragraph 
(a) regarding additional requirements is modeled after 31 CFR 357.40. 
Paragraph (b) regarding notice of attachment for Farm Credit securities 
is modeled after 31 CFR 357.44.

Section 615.5461

    This section on lost, stolen, and defaced Farm Credit securities 
applies to definitive securities. It is redesignated from Sec. 615.5495 
of the current FCA regulations. The word ``securities'' is substituted 
for the word ``obligations'' to conform with the terminology of the 
interim rule. The reference to Treasury is updated.

Section 615.5462

    This section on restrictive endorsement of bearer securities is 
redesignated from Sec. 615.5498 of the current FCA regulations. The 
word ``securities'' is substituted for the word ``obligations'' to 
conform with the terminology of the interim rule.

Section 615.5560

    This section provides that the core book-entry regulations 
contained in 12 CFR part 615, subpart O apply to FAC securities through 
incorporation by reference. For purposes of applying Secs. 615.5450 and 
615.5452-5460 to FAC securities, the term ``Financial Assistance 
Corporation securities'' shall be read for ``Farm Credit securities'', 
and ``Financial Assistance Corporation'' shall be read for ``Farm 
Credit banks'' and ``Funding Corporation.'' Pursuant to section 6.26(a) 
of the Act (12 U.S.C. 2278b-6(a)), FAC's authority to issue securities 
expired on September 30, 1992. Accordingly, these book-entry 
regulations apply to FAC securities issued before the expiration date.

Section 615.5570

    This section provides that the core book-entry regulations 
contained in 12 CFR part 615, subpart O apply to Farmer Mac securities 
through incorporation by reference. For purposes of applying 
Secs. 615.5450 and 615.5452-5460 to Farmer Mac securities, the term 
``Farmer Mac securities'' shall be read for ``Farm Credit securities,'' 
and ``Farmer Mac'' shall be read for ``Farm Credit banks'' and 
``Funding Corporation.''

C. Elimination of Certain Provisions Found in Current Regulations

    The interim rule eliminates most of the provisions of FCA's current 
book-entry regulations. Because a major part of the current regulations 
was based on Treasury's book-entry regulations at subpart O of 31 CFR 
part 306, which has basically been replaced by TRADES, the FCA has 
eliminated Secs. 615.5470, 615.5475, 615.5480, and 615.5485 and 
replaced these provisions consistent with the new TRADES regulations. 
Section 615.5454 on Liability is being eliminated because it does not 
accurately reflect the current law on joint and several liability of 
Farm Credit banks for Farm Credit securities as set forth in section 
4.4 of the Act, as amended by the Agricultural Credit Act of 1987 (Pub. 
L. 100-233, section 303(a)). Sections 615.5490, 615.5492, and 615.5494, 
which contain general information on maintenance and servicing of book-
entry securities, have been eliminated because detailed authority for 
maintenance and servicing of book-entry securities by the Federal 
Reserve Banks is set forth in Sec. 615.5456 of the interim rule and 
general information on book-entry procedures is available to investors 
in securities documentation.

III. Expedited Proceeding and Effective Date

    To prevent any uncertainty and dislocation in the government/GSE 
securities market, and in response to public comment received during 
the TRADES rulemaking, Treasury has requested that book-entry 
regulations compatible with TRADES be effective for the Farm Credit 
System and other GSEs on January 1, 1997, simultaneously with TRADES. 
To meet this timetable, the FCA has determined that there is good cause 
to omit, as neither practicable nor in the public interest, 
prepromulgation notice and comment pursuant to section 553(b)(B) of the 
Administrative Procedure Act, 5 U.S.C. 551-59, et seq. (APA). 
Treasury's final regulation was not published until August 23, 1996, 
making a proposed phase for this rulemaking impracticable. Moreover, 
since the substance of the FCA's book-entry regulations is based almost 
entirely on TRADES, the broad public interest in commenting on book-
entry regulations was met during Treasury's rulemaking. Nonetheless, 
the FCA is providing for post-effective public comment by adopting its 
revised book-entry regulations on an interim basis. In this way, FCA 
book-entry regulations can take full effect simultaneously with the 
Treasury's

[[Page 67192]]

TRADES regulations, yet still be subject to comment from the public. 
The FCA will consider comments received during a 60-day comment period 
and issue a subsequent notice of finalization.
    In taking this interim action, the FCA is adopting an effective 
date for the regulations that is less than 30 days after publication in 
the Federal Register. The necessity that FCA make its book-entry 
regulations effective simultaneously with Treasury's provides good 
cause, in accordance with section 553(d) of the APA, to adopt an 
accelerated effective date. Finally, consistent with the reasons for 
its expedited actions under the APA, the FCA finds cause under section 
5.17(c)(2) of the Act to make these regulations effective prior to the 
expiration of the 30-day Congressional notice and waiting period for 
final agency regulatory action.

IV. Regulatory Philosophy

    The adoption of these interim regulations is consistent with the 
FCA's Policy Statement on Regulatory Philosophy. See 60 FR 26034 (May 
16, 1995). The interim regulations eliminate outdated book-entry 
regulations without unnecessary burden or cost. Moreover, the FCA's 
action is consistent with similar actions taken by Treasury and other 
GSE regulators. Consistent book-entry regulations should promote 
investor confidence in Farm Credit securities.

List of Subjects in 12 CFR Part 615

    Accounting, Agriculture, Banks, Banking, Government securities, 
Investments, and Rural areas.
    For the reasons stated in the preamble, part 615 of chapter VI, 
title 12 of the Code of Federal Regulations is amended to read as 
follows:

PART 615--FUNDING AND FISCAL AFFAIRS, LOAN POLICIES AND OPERATIONS, 
AND FUNDING OPERATIONS

    1. The authority citation for part 615 continues to read as 
follows:

    Authority: Secs. 1.5, 1.7, 1.10, 1.11, 1.12, 2.2, 2.3, 2.4, 2.5, 
2.12, 3.1, 3.7, 3.11, 3.25, 4.3, 4.3A, 4.9, 4.14B, 4.25, 5.9, 5.17, 
6.20, 6.26, 8.0, 8.4, 8.6, 8.7, 8.8, 8.10, 8.12 of the Farm Credit 
Act (12 U.S.C. 2013, 2015, 2018, 2019, 2020, 2073, 2074, 2075, 2076, 
2093, 2122, 2128, 2132, 2146, 2154, 2154a, 2160, 2202b, 2211, 2243, 
2252, 2278b, 2278b-6, 2279aa, 2279aa-3, 2279aa-4, 2279aa-6, 2279aa-
7, 2279aa-8, 2279aa-10, 2279aa-12); sec. 301(a) of Pub. L. 100-233, 
101 Stat. 1568, 1608; sec. 105 of Pub. L. 104-105, 110 Stat. 162, 
163-64.

    2. Subpart O of part 615 is revised to read as follows:

Subpart O--Book-Entry Procedures for Farm Credit Securities

Sec.
615.5450  Definitions.
615.5451  Book-entry and definitive securities.
615.5452  Law governing rights and obligations of United States, 
Federal Reserve Banks, Farm Credit banks, and Funding Corporation; 
rights of any person against United States, Federal Reserve Banks, 
Farm Credit banks, and Funding Corporation.
615.5453  Law governing other interests.
615.5454  Creation of participant's security entitlement; security 
interests.
615.5455  Obligations of the Farm Credit banks and the Funding 
Corporation; no adverse claims.
615.5456  Authority of Federal Reserve Banks.
615.5457  Withdrawal of eligible book-entry securities for 
conversion to definitive form.
615.5458  Waiver of regulations.
615.5459  Liability of Farm Credit banks, Funding Corporation and 
Federal Reserve Banks.
615.5460  Additional provisions.
615.5461  Lost, stolen, destroyed, mutilated or defaced Farm Credit 
securities, including coupons.
615.5462  Restrictive endorsement of bearer securities.

Subpart O--Book-Entry Procedures for Farm Credit Securities


Sec. 615.5450  Definitions.

    In this subpart, unless the context otherwise requires or 
indicates:
    (a) Adverse claim means a claim that a claimant has a property 
interest in a security and that it is a violation of the rights of the 
claimant for another person to hold, transfer, or deal with the 
security.
    (b) Book-entry security means a Farm Credit security issued or 
maintained in the Book-entry System.
    (c) Book-entry System means the automated book-entry system 
operated by the Federal Reserve Banks, acting as the fiscal agent for 
the Farm Credit banks, through which book-entry securities are issued, 
recorded, transferred and maintained in book-entry form.
    (d) Definitive Farm Credit security means a Farm Credit security in 
engraved or printed form, or that is otherwise represented by a 
certificate.
    (e) Eligible book-entry security means a book-entry security issued 
or maintained in the Book-entry System, which by the terms of its 
securities documentation, is eligible to be converted from book-entry 
into definitive form.
    (f) Entitlement Holder means a person to whose account an interest 
in a book-entry security is credited on the records of a securities 
intermediary.
    (g) Farm Credit banks means one or more Farm Credit Banks, 
agricultural credit banks, and banks for cooperatives.
    (h) Farm Credit securities means consolidated notes, bonds, 
debentures, or other similar obligations of the Farm Credit banks and 
Systemwide notes, bonds, debentures, or similar obligations of the Farm 
Credit banks issued under sections 4.2(c) and 4.2(d) of the Act, or 
laws repealed thereby.
    (i) Federal Reserve Bank means a Federal Reserve Bank or Branch 
acting as agent for the Farm Credit banks and the Funding Corporation.
    (j) Federal Reserve Bank Operating Circular means the publication 
issued by each Federal Reserve Bank that sets forth the terms and 
conditions under which the Federal Reserve Bank maintains book-entry 
securities accounts and transfers book-entry securities.
    (k) Funding Corporation means the Federal Farm Credit Banks Funding 
Corporation established pursuant to section 4.9 of the Act, which 
issues Farm Credit securities on behalf of the Farm Credit banks.
    (l) Funds Account means a reserve and/or clearing account at a 
Federal Reserve Bank to which debits or credits are posted for 
transfers against payment, book-entry securities transaction fees, or 
principal and interest payments.
    (m) Participant means a person that maintains a participant's 
securities account with a Federal Reserve Bank.
    (n) Participant's Securities Account means an account in the name 
of a participant at a Federal Reserve Bank to which book-entry 
securities held for a participant are or may be credited.
    (o) Person means an individual, corporation, company, governmental 
entity, association, firm, partnership, trust, estate, representative 
and any other similar organization, but does not mean the United 
States, a Farm Credit bank, the Funding Corporation or a Federal 
Reserve Bank.
    (p) Revised Article 8 means Uniform Commercial Code, Revised 
Article 8, Investment Securities (with Conforming and Miscellaneous 
Amendments to Articles 1, 3, 4, 5, 9, and 10) 1994 Official Text, and 
has the same meaning as in 31 CFR 357.2.
    (q) Securities Documentation means the applicable statement of 
terms, trust indenture, securities agreement, offering circular or 
other documents establishing the terms of a book-entry security.
    (r) Securities Intermediary means:
    (1) A person that is registered as a ``clearing agency'' under the 
Federal

[[Page 67193]]

securities laws; a Federal Reserve Bank; any other person that provides 
clearance or settlement services with respect to a book-entry security 
that would require it to register as a clearing agency under the 
Federal securities laws but for an exclusion or exemption from the 
registration requirement, if its activities as a clearing corporation, 
including promulgation of rules, are subject to regulation by a Federal 
or State governmental authority; or
    (2) A person (other than an individual, unless such individual is 
registered as a broker or dealer under the Federal securities laws) 
including a bank or broker, that in the ordinary course of its business 
maintains securities accounts for others and is acting in that 
capacity.
    (s) Security means a Farm Credit security as defined in paragraph 
(h) of this section.
    (t) Security Entitlement means the rights and property interest of 
an entitlement holder with respect to a book-entry security.
    (u) State means any State of the United States, the District of 
Columbia, Puerto Rico, the Virgin Islands, or any other territory or 
possession of the United States.
    (v) Transfer Message means an instruction of a participant to a 
Federal Reserve Bank to effect a transfer of a book-entry security 
maintained in the Book-entry System, as set forth in Federal Reserve 
Bank Operating Circulars.


Sec. 615.5451  Book-entry and definitive securities.

    Subject to subpart C of this part:
    (a) Farm Credit banks operating under the same title of the Act may 
issue consolidated securities in book-entry form.
    (b) Farm Credit banks may issue Systemwide securities in book-entry 
form.
    (c) Consolidated and Systemwide securities also may be issued in 
bearer-definitive form.


Sec. 615.5452  Law governing rights and obligations of United States, 
Federal Reserve Banks, Farm Credit banks, and Funding Corporation; 
rights of any person against United States, Federal Reserve Banks, Farm 
Credit banks, and Funding Corporation.

    (a) Except as provided in paragraph (b) of this section, the 
following are governed solely by the regulations contained in this 
subpart O, the securities documentation, and Federal Reserve Bank 
Operating Circulars:
    (1) The rights and obligations of the United States, the Farm 
Credit banks, the Funding Corporation, and the Federal Reserve Banks 
with respect to:
    (i) A book-entry security or security entitlement, and
    (ii) The operation of the Book-entry System as it applies to Farm 
Credit securities; and
    (2) The rights of any person, including a participant, against the 
United States, the Farm Credit banks, the Funding Corporation, and the 
Federal Reserve Banks with respect to:
    (i) A book-entry security or security entitlement, and
    (ii) The operation of the Book-entry System as it applies to Farm 
Credit securities.
    (b) A security interest in a security entitlement that is in favor 
of a Federal Reserve Bank from a participant and that is not recorded 
on the books of a Federal Reserve Bank pursuant to Sec. 615.5454(c)(1) 
of this subpart, is governed by the law (not including the conflict-of-
law rules) of the jurisdiction where the head office of the Federal 
Reserve Bank maintaining the participant's securities account is 
located. A security interest in a security entitlement that is in favor 
of a Federal Reserve Bank from a person that is not a participant, and 
that is not recorded on the books of a Federal Reserve Bank pursuant to 
Sec. 615.5454(c)(1)of this subpart, is governed by the law determined 
in the manner specified in Sec. 615.5453 of this subpart.
    (c) If the jurisdiction specified in the first sentence of 
paragraph (b) of this section is a State that has not adopted revised 
Article 8 (see 31 CFR 357.2) then the law specified in paragraph (b) of 
this section shall be the law of that State as though revised Article 8 
had been adopted by that State.


Sec. 615.5453  Law governing other interests.

    (a) To the extent not inconsistent with these regulations, the law 
(not including the conflict-of-law rules) of a securities 
intermediary's jurisdiction governs:
    (1) The acquisition of a security entitlement from the securities 
intermediary;
    (2) The rights and duties of the securities intermediary and 
entitlement holder arising out of a security entitlement;
    (3) Whether the securities intermediary owes any duties to an 
adverse claimant to a security entitlement;
    (4) Whether an adverse claim can be asserted against a person who 
acquires a security entitlement from the securities intermediary or a 
person who purchases a security entitlement or interest therein from an 
entitlement holder; and
    (5) Except as otherwise provided in paragraph (c) of this section, 
the perfection, effect of perfection or non-perfection and priority of 
a security interest in a security entitlement.
    (b) The following rules determine a ``securities intermediary's 
jurisdiction'' for purposes of this section:
    (1) If an agreement between the securities intermediary and its 
entitlement holder specifies that it is governed by the law of a 
particular jurisdiction, that jurisdiction is the securities 
intermediary's jurisdiction.
    (2) If an agreement between the securities intermediary and its 
entitlement holder does not specify the governing law as provided in 
paragraph (b)(1) of this section, but expressly specifies that the 
securities account is maintained at an office in a particular 
jurisdiction, that jurisdiction is the securities intermediary's 
jurisdiction.
    (3) If an agreement between the securities intermediary and its 
entitlement holder does not specify a jurisdiction as provided in 
paragraph (b)(1) or (b)(2) of this section, the securities 
intermediary's jurisdiction is the jurisdiction in which is located the 
office identified in an account statement as the office serving the 
entitlement holder's account.
    (4) If an agreement between the securities intermediary and its 
entitlement holder does not specify a jurisdiction as provided in 
paragraph (b)(1) or (b)(2) of this section and an account statement 
does not identify an office serving the entitlement holder's account as 
provided in paragraph (b)(3) of this section, the securities 
intermediary's jurisdiction is the jurisdiction in which is located the 
chief executive office of the securities intermediary.
    (c) Notwithstanding the general rule in paragraph (a)(5) of this 
section, the law (but not the conflict-of-law rules) of the 
jurisdiction in which the person creating a security interest is 
located governs whether and how the security interest may be perfected 
automatically or by filing a financing statement.
    (d) If the jurisdiction specified in paragraph (b) of this section 
is a State that has not adopted revised Article 8 (see 31 CFR 357.2), 
then the law for the matters specified in paragraph (a) of this section 
shall be the law of that State as though revised Article 8 had been 
adopted by that State. For purposes of the application of the matters 
specified in paragraph (a) of this section, the Federal Reserve Bank 
maintaining the securities account is a clearing corporation, and the 
participant's interest in a book-entry security is a security 
entitlement.

[[Page 67194]]

Sec. 615.5454  Creation of participant's security entitlement; security 
interests.

    (a) A participant's security entitlement is created when a Federal 
Reserve Bank indicates by book entry that a book-entry security has 
been credited to a participant's securities account.
    (b) A security interest in a security entitlement of a participant 
in favor of the United States to secure deposits of public money, 
including without limitation deposits to the Treasury tax and loan 
accounts, or other security interest in favor of the United States that 
is required by Federal statute, regulation, or agreement, and that is 
marked on the books of a Federal Reserve Bank is thereby effected and 
perfected, and has priority over any other interest in the securities. 
Where a security interest in favor of the United States in a security 
entitlement of a participant is marked on the books of a Federal 
Reserve Bank, such Federal Reserve Bank may rely, and is protected in 
relying, exclusively on the order of an authorized representative of 
the United States directing the transfer of the security. For purposes 
of this paragraph, an ``authorized representative of the United 
States'' is the official designated in the applicable regulations or 
agreement to which a Federal Reserve Bank is a party, governing the 
security interest.
    (c)(1) The Farm Credit banks, the Funding Corporation, the United 
States, and the Federal Reserve Banks have no obligation to agree to 
act on behalf of any person or to recognize the interest of any 
transferee of a security interest or other limited interest in favor of 
any person except to the extent of any specific requirement of Federal 
law or regulation or to the extent set forth in any specific agreement 
with the Federal Reserve Bank on whose books the interest of the 
participant is recorded. To the extent required by such law or 
regulation or set forth in an agreement with a Federal Reserve Bank, or 
the Federal Reserve Bank Operating Circular, a security interest in a 
security entitlement that is in favor of a Federal Reserve Bank, a Farm 
Credit bank, the Funding Corporation, or a person may be created and 
perfected by a Federal Reserve Bank marking its books to record the 
security interest. Except as provided in paragraph (b) of this section, 
a security interest in a security entitlement marked on the books of a 
Federal Reserve Bank shall have priority over any other interest in the 
securities.
    (2) In addition to the method provided in paragraph (c)(1) of this 
section, a security interest, including a security interest in favor of 
a Federal Reserve Bank, may be perfected by any method by which a 
security interest may be perfected under applicable law as described in 
Sec. 615.5452(b) or Sec. 615.5453 of this subpart. The perfection, 
effect of perfection or non-perfection and priority of a security 
interest are governed by that applicable law. A security interest in 
favor of a Federal Reserve Bank shall be treated as a security interest 
in favor of a clearing corporation in all respects under that law, 
including with respect to the effect of perfection and priority of the 
security interest. A Federal Reserve Bank Operating Circular shall be 
treated as a rule adopted by a clearing corporation for such purposes.


Sec. 615.5455  Obligations of the Farm Credit banks and the Funding 
Corporation; no adverse claims.

    (a) Except in the case of a security interest in favor of the 
United States or a Federal Reserve Bank or otherwise as provided in 
Sec. 615.5454(c)(1), for the purposes of this subpart O, the Farm 
Credit banks, the Funding Corporation and the Federal Reserve Banks 
shall treat the participant to whose securities account an interest in 
a book-entry security has been credited as the person exclusively 
entitled to issue a transfer message, to receive interest and other 
payments with respect thereof and otherwise to exercise all the rights 
and powers with respect to such security, notwithstanding any 
information or notice to the contrary. The Federal Reserve Banks, the 
United States, the Farm Credit banks, and the Funding Corporation are 
not liable to a person asserting or having an adverse claim to a 
security entitlement or to a book-entry security in a participant's 
securities account, including any such claim arising as a result of the 
transfer or disposition of a book-entry security by a Federal Reserve 
Bank pursuant to a transfer message that the Federal Reserve Bank 
reasonably believes to be genuine.
    (b) The obligation of the Farm Credit banks and the Funding 
Corporation to make payments (including payments of interest and 
principal) with respect to book-entry securities is discharged at the 
time payment in the appropriate amount is made as follows:
    (1) Interest or other payments on book-entry securities are either 
credited by a Federal Reserve Bank to a funds account maintained at the 
Federal Reserve Bank or otherwise paid as directed by the participant.
    (2) Book-entry securities are redeemed in accordance with their 
terms by a Federal Reserve Bank withdrawing the securities from the 
participant's securities account in which they are maintained and by 
either crediting the amount of the redemption proceeds, including both 
principal and interest, where applicable, to a funds account at the 
Federal Reserve Bank or otherwise paying such principal and interest as 
directed by the participant. No action by the participant is required 
in connection with the redemption of a book-entry security.


Sec. 615.5456  Authority of Federal Reserve Banks.

    (a) Each Federal Reserve Bank is hereby authorized as fiscal agent 
of the Farm Credit banks and the Funding Corporation to perform 
functions with respect to the issuance of book-entry securities offered 
and sold by the Farm Credit banks and the Funding Corporation to which 
this subpart applies, in accordance with the terms of the securities 
documentation and the provisions of this subpart:
    (1) To service and maintain book-entry securities in accounts 
established for such purposes;
    (2) To make payments of principal and interest, as directed by the 
Farm Credit banks and the Funding Corporation;
    (3) To effect transfer of book-entry securities between 
participants' securities accounts as directed by the participants;
    (4) To effect conversions between book-entry securities and 
definitive Farm Credit securities with respect to those securities as 
to which conversion rights are available pursuant to the applicable 
securities documentation; and
    (5) To perform such other duties as fiscal agent as may be 
requested by the Farm Credit banks and the Funding Corporation.
    (b) Each Federal Reserve Bank may issue Operating Circulars not 
inconsistent with this subpart, governing the details of its handling 
of book-entry securities, security entitlements, and the operation of 
the Book-entry System under this subpart.


Sec. 615.5457  Withdrawal of eligible book-entry securities for 
conversion to definitive form.

    (a) Eligible book-entry securities may be withdrawn from the Book-
entry System by requesting delivery of like definitive Farm Credit 
securities.
    (b) A Federal Reserve Bank shall, upon receipt of appropriate 
instructions to withdraw eligible book-entry securities from book-entry 
in the Book-entry System, convert such securities into definitive Farm 
Credit securities and deliver them in accordance with such 
instructions.

[[Page 67195]]

    (c) Farm Credit securities which are to be delivered upon 
withdrawal may be issued in bearer form, to the extent permitted by the 
applicable securities documentation.
    (d) All requests for withdrawal of eligible book-entry securities 
must be made prior to the maturity or date of call of the Farm Credit 
securities.


Sec. 615.5458  Waiver of regulations.

    The Farm Credit Administration reserves the right, in the Farm 
Credit Administration's discretion, to waive any provision(s) of the 
regulations in this subpart in any case or class of cases for the 
convenience of the Farm Credit banks and the Funding Corporation or in 
order to relieve any person(s) of unnecessary hardship, if such action 
is not inconsistent with law, does not adversely affect any substantial 
existing rights, and the Farm Credit Administration is satisfied that 
such action will not subject the Farm Credit banks and the Funding 
Corporation to any substantial expense or liability.


Sec. 615.5459  Liability of Farm Credit banks, Funding Corporation and 
Federal Reserve Banks.

    The Farm Credit banks, the Funding Corporation, and the Federal 
Reserve Banks may rely on the information provided in a transfer 
message or other transaction documentation, and are not required to 
verify the information. The Farm Credit banks, the Funding Corporation, 
and the Federal Reserve Banks shall not be liable for any action taken 
in accordance with the information set out in the transfer message, 
other transaction documentation, or evidence submitted in support 
thereof.


Sec. 615.5460  Additional provisions.

    (a) Additional requirements. In any case or any class of cases 
arising under the regulations in this subpart, the Farm Credit banks 
and the Funding Corporation may require such additional evidence and a 
bond of indemnity, with or without surety, as may in the judgment of 
the Farm Credit banks and the Funding Corporation be necessary for the 
protection of the interests of the Farm Credit banks and the Funding 
Corporation.
    (b) Notice of attachment for Farm Credit securities in the Book-
entry System. The interest of a debtor in a security entitlement may be 
reached by a creditor only by legal process upon the securities 
intermediary with whom the debtor's securities account is maintained, 
except where a security entitlement is maintained in the name of a 
secured party, in which case the debtor's interest may be reached by 
legal process upon the secured party. These regulations do not purport 
to establish whether a Federal Reserve Bank is required to honor an 
order or other notice of attachment in any particular case or class of 
cases.


Sec. 615.5461  Lost, stolen, destroyed, mutilated or defaced Farm 
Credit securities, including coupons.

    (a) Relief on the account of the loss, theft, destruction, 
mutilation, or defacement of any definitive consolidated or Systemwide 
securities of the Farm Credit banks and coupons of such securities may 
be granted on the same basis and to the same extent as relief may be 
granted under the statutes of the United States and the regulations of 
the Department of the Treasury on the account of the loss, theft, 
destruction, mutilation, or defacement of United States securities and 
coupons of such securities.
    (b) Applicants for relief under paragraph (a) of this section, 
shall present claims and proof of loss:
    (1) To the Division of Special Investments, Bureau of the Public 
Debt, P.O. Box 396, Parkersburg, WV 26102-0396, in the case of 
consolidated or Systemwide securities of the Farm Credit banks issued 
prior to May 1, 1978; or
    (2) To the Federal Farm Credit Banks Funding Corporation, 10 
Exchange Place, Suite 1401, Jersey City, NJ 07302, in the case of 
consolidated or Systemwide securities issued on or after May 1, 1978.


Sec. 615.5462  Restrictive endorsement of bearer securities.

    When consolidated and Systemwide bearer securities of the Farm 
Credit banks are being presented to Federal Reserve Banks, for 
redemption, exchange, or conversion to book entry, such securities may 
be restrictively endorsed. The restrictive endorsement shall be placed 
thereon in substantially the same manner and with the same effects as 
prescribed in United States Treasury Department regulations, now or 
hereafter in force, governing like transactions in United States bonds; 
and consolidated or Systemwide securities of the Farm Credit banks so 
endorsed shall be prepared for shipment and shipped in the manner 
prescribed in such regulations for United States bearer securities. 
(See 31 CFR part 328.)

Subpart R--Farm Credit System Financial Assistance Corporation 
Securities

    3. Section 615.5560 is amended by revising paragraph (c) to read as 
follows:


Sec. 615.5560  Book-entry Procedure for Farm Credit System Financial 
Assistance Corporation Securities.

* * * * *
    (c) Financial Assistance Corporation securities shall be governed 
by Secs. 615.5450, and 615.5452 through 615.5460. In interpreting those 
sections for purposes of this subpart, unless the context requires 
otherwise, the term ``Financial Assistance Corporation securities'' 
shall be read for ``Farm Credit securities,'' and ``Financial 
Assistance Corporation'' shall be read for ``Farm Credit banks'' and 
``Funding Corporation.'' These terms shall be read as though modified 
where necessary to effectuate the application of the designated 
sections of subpart O of this part to the Financial Assistance 
Corporation.

Subpart S--Federal Agricultural Mortgage Corporation Securities

    4. Section 615.5570 is amended by revising paragraph (c) to read as 
follows:


Sec. 615.5570  Book-entry procedures for Federal Agricultural Mortgage 
Corporation Securities.

* * * * *
    (c) Farmer Mac securities shall be governed by Secs. 615.5450, and 
615.5452 through 615.5460. In interpreting those sections for purposes 
of this subpart, unless the context requires otherwise, the term 
``Farmer Mac securities'' shall be read for ``Farm Credit securities,'' 
and ``Farmer Mac'' shall be read for ``Farm Credit banks'' and 
``Funding Corporation.'' These terms shall be read as though modified 
where necessary to effectuate the application of the designated 
sections of subpart O of this part to Farmer Mac.

    Dated: December 12, 1996.
Floyd Fithian,
Secretary, Farm Credit Administration Board.
[FR Doc. 96-32310 Filed 12-19-96; 8:45 am]
BILLING CODE 6705-01-P