[Federal Register Volume 63, Number 200 (Friday, October 16, 1998)]
[Notices]
[Pages 55664-55666]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-27759]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-40536; File No. SR-NSCC-98-10]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Notice of Filing of a Proposed Rule Change Modifying 
NSCC's Collateral Management Service

October 8, 1998.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on July 22, 1998, the 
National Securities Clearing Corporation (``NSCC'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change (File No. SR-NSCC-98-10) as described in Items I, II, and III 
below, which items have been prepared primarily by NSCC. The Commission 
is publishing this notice to solicit comments from interested persons 
on the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The proposed rule change will add an interactive messaging feature 
to NSCC's Collateral Management Service (``CMS'').\2\
---------------------------------------------------------------------------

    \2\ The complete text of the proposed amendments to NSCC's rules 
and procedures is attached to NSCC's filing as Exhibit A, which is 
available for inspection and copying at the Commission's Public 
Reference Room and through NSCC.
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NSCC included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. NSCC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of such 
statements.\3\
---------------------------------------------------------------------------

    \3\ The Commission has modified the text of the summaries 
prepared by NSCC.
---------------------------------------------------------------------------

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    CMS provides automated access to information on participants' 
clearing fund, margin, and other deposits at NSCC and other 
participating clearing entitles.\4\ The information available through 
CMS includes excess and deficit collateral amounts and detailed data on 
deposited collateral (i.e., cash, securities, and letters of credit).
---------------------------------------------------------------------------

    \4\ For a detailed description of CMS, refer to Securities 
Exchange Act Release No. 36091 (August 10, 1995), 60 FR 42931 [File 
No. SR-NSCC-95-06].
---------------------------------------------------------------------------

    CMS information is made available to NSCC participants that choose 
to participate in the service, to participating clearing entities, and 
if an entity requests, to participants of a participating clearing 
entity. Each participating clearing entity may access only its own 
participants' information through CMS. Similarly, a participant may 
access only its own information through CMS. CMS enables participating 
clearing entities to submit information and enables participating 
clearing entities and participants to view their respective 
information. However, CMS currently does not provide any additional 
processing capabilities.
    The participating clearing entities that currently provide 
information to CMS include The Depository Trust Company (``DTC''), 
Government Securities Clearing Corporation (``GSCC''), MBS Clearing 
Corporation, NSCC, and The Options Clearing Corporation (``OCC''). 
Information regarding the Mortgage-Backed Securities Division of DTC 
(formerly Participants Trust Company) is expected to be provided to CMS 
in the near future. In addition, NSCC has established an interface that 
links CMS to the Pays and Collects System (``PCS'') of the Board of 
Trade Clearing Corporation (``BOTCC'').\5\
---------------------------------------------------------------------------

    \5\ PCS is a database operated by BOTCC that contains 
information regarding participants' collateral positions at futures 
clearing entities.
---------------------------------------------------------------------------

    NSCC believes that CMS enables participants to manage their 
collateral efficiently at participating clearing entities by providing 
a single automated source of information. According to NSCC, CMS also 
benefits participating

[[Page 55665]]

clearing entities by increasing cooperation and coordination of 
information on common participants thereby helping them to better 
monitor their participants' collateral positions. NSCC believes that 
CMS is especially useful to identify excess collateral positions at 
participating clearing entities in the event of a default of a common 
participant.
    The proposed rule change has the following specific objectives: (i) 
to enable participating clearing entities and participants to send and 
receive messages regarding collateral on an automated basis through 
CMS, (ii) to enable participants that elect to participate in CMS to 
request a withdrawal of excess collateral on a daily basis, including 
an intraday withdrawal of excess cash collateral, and (iii) to address 
the movement of collateral based on CMS messages. The modifications 
primarily affect Rule 53 (Collateral Management Service) of NSCC's 
Rules and Procedures.
    NSCC intends to implement the modifications to CMS upon approval of 
the proposed rule change. Participating clearing entities will be able 
to make available the CMS modifications relating to clearing fund and 
margin requirements and deposits on a phased-in basis at a time 
determined by each clearing entity. NSCC believes that phased-in 
implementation will afford participating clearing entities sufficient 
time to address operational and regulatory considerations in connection 
with their and their participants' participation in the CMS 
modifications.
CMS Message Processing
    The proposed rule change will modify NSCC Rule 53 to enable NSCC, 
participating clearing entities, and participating participants to send 
and receive interactive messages (``CMS messages'') regarding their 
respective CMS information. CMS messages will include the following: 
(i) a request by NSCC or a participating clearing entity to a 
participant for additional collateral, (ii) a request by a participant 
to NSCC or to a participating clearing entity to return excess 
collateral, (iii) a request by a participant to NSCC or to a 
participating clearing entity to use excess cash collateral to satisfy 
a settlement deficit at the entity where there is such excess cash 
collateral, (iv) a request by a participant to NSCC or to a 
participating clearing entity to substitute collateral, and (v) a 
request by a participant to use excess cash collateral at a 
participating clearing entity or NSCC to satisfy a clearing fund or 
margin deficit at another participating clearing entity or NSCC.
    NSCC, participating clearing entities, and participating 
participants will be able to send and receive CMS messages on an 
automated basis by using CMS message screens. Generally, the CMS 
message screens will contain fields to identify the requesting entity, 
the entity or entities receiving the CMS message, the type of request, 
the request amount, the type of collateral, and the date of the 
request. CMS will transmit the request to the entity or entities 
identified in the request. All requests by a participant to NSCC an to 
participating clearing entities will require approval of the clearing 
entity.
    The proposed rule change will add Procedure XVI to NSCC's rules and 
procedures to set forth procedures for processing each of the five 
basic types of CMS messages. First, Procedure XVI will provide that 
NSCC and participating clearing entities may submit a request for 
additional collateral to a participant through CMS.\6\ The request will 
be transmitted to the participant identified in the request. Second, 
Procedure XVI provides that a participant may submit a request for the 
return of excess collateral to NSCC or to a participating clearing 
entity through CMS.\7\ The requesting participant will receive a 
message from the clearing entity indicating the approval or rejection 
of the request and in the case of a rejection the reason(s) for the 
rejection.
---------------------------------------------------------------------------

    \6\ The request must include the identity of the requesting 
clearing entity, the identity of the participant, the total amount 
of the request, the type of collateral (i.e., cash, securities, and/
or letters of credit), the date of the request, and such other 
information as may be required or permitted.
    \7\ The request must include the identity of the requesting 
participant, the identity of the appropriate clearing entity, the 
total amount of the request, the type of collateral (i.e., cash, 
securities, and/or letters of credit), the date of the request, and 
such other information as may be required or permitted.
---------------------------------------------------------------------------

    Third, Procedure XVI will provide that a participant may submit a 
request to NSCC or to a participating clearing entity to use excess 
cash collateral to satisfy a settlement deficit at the clearing entity 
where there is such excess cash collateral.\8\ The request will be 
transmitted to the clearing entity identified in the request for 
approval or rejection. The requesting participant will receive a 
message indicating the approval or rejection of the request and in the 
case of a rejection the reason(s) for the rejection.
---------------------------------------------------------------------------

    \8\ The request must include the identity of the requesting 
participant, the identity of the appropriate clearing entity, the 
total amount of the request, the date of the request, and such other 
information as may be required or permitted.
---------------------------------------------------------------------------

    Fourth, Procedure XVI will provide that a participant may submit a 
request to NSCC or to a participating clearing entity to substitute 
collateral.\9\ The request will be transmitted to the clearing entity 
identified in the request for approval or rejection. The requesting 
participant will receive a message indicating the approval or rejection 
of the request and, in the case of a rejection, the reason(s) for the 
rejection.
---------------------------------------------------------------------------

    \9\ The request must include the identity of the requesting 
participant, the identity of the appropriate clearing entity, the 
total amount and type of the collateral (i.e., cash, securities, 
and/or letters of credit) to be returned to the participant, the 
total amount and type of collateral (i.e., cash, securities, and/or 
letters of credit) to be substituted by the participant, the date of 
the request, and such other information as may be required or 
permitted.
---------------------------------------------------------------------------

    Fifth, Procedure XVI will provide that a participant may submit a 
request to use excess cash collateral at one participating clearing 
entity or NSCC to satisfy a clearing fund or margin deficit at another 
participating clearing entity or NSCC.\10\ The request will be 
transmitted to both clearing entities identified in the request for 
approval or rejection. The requesting participant will receive a 
message from each clearing entity indicating the approval or rejection 
of the request and in the case of a rejection the reason(s) for the 
rejection.
---------------------------------------------------------------------------

    \10\ The request must include the identity of the requesting 
participant, the identity of the clearing entity from which the 
excess cash collateral is to be sent, the identity of the clearing 
entity to which the excess cash collateral is to be sent, the total 
amount of the request, the date of the request, and such other 
information as may be required or permitted.
---------------------------------------------------------------------------

    Procedure XVI also will provide that requests must be submitted by 
such times on each processing day as may be established by NSCC and 
participating clearing entities from time to time. A request by a 
participant to NSCC or to a participating clearing entity that is not 
fully approved on the day that it is submitted will not be carried 
forward to the next processing day. However, CMS provides for ``today 
for tomorrow'' requests that will pend and be incorporated into the 
next day's processing if so designated.
Withdrawal of Excess Collateral on a Daily Basis
    The proposed rule change also will modify Rule 53 to allow 
participating participants to request a withdrawal of excess collateral 
on a daily basis, including an intraday withdrawal of excess cash 
collateral. This modification is an exception to NSCC's general rule 
that permits a participant to request the return of excess collateral 
no more frequently than monthly and is also an exception to the general 
rule that permits certain participants on surveillance status to 
request the return

[[Page 55666]]

of excess collateral no more frequently than quarterly. As a result, 
the proposed rule change makes conforming changes to NSCC's rules and 
procedures to provide for this exception.
Movement of Collateral Based on CMS Messages
    The proposed rule change will modify Rule 53 to address the 
movement of collateral based on CMS messages. The actual movement of 
collateral based on a CMS message will be made between the appropriate 
clearing entity and the participant pursuant to the rules and 
procedures of the appropriate clearing entity. However, under the 
proposed rule change the movement of collateral based on a 
participant's request to use excess cash collateral at one clearing 
entity to satisfy a clearing fund or margin deficit at another clearing 
entity will be made directly between the clearing entities daily on a 
bilateral net basis or as otherwise may be determined by the clearing 
entities.
    Currently, an agreement authorizing use of data for CMS (``CMS 
Agreement'') addresses NSCC's authorization from participating clearing 
entities to collect and provide clearing fund and margin requirement 
and deposit information. Under an amendment to the CMS Agreement,\11\ 
NSCC and participating clearing entities will agree to make payments in 
accordance with their respective rules and procedures based on approved 
participant requests to use excess cash collateral at one clearing 
entity to satisfy a clearing fund or margin deficit at another clearing 
entity daily on a bilateral net basis or as otherwise may be determined 
by the clearing entities.\12\ From the perspective of a participant, 
excess cash collateral will be treated as moved at the time both 
clearing entities approve the participant's request or at such other 
time as the clearing entities may mutually agree.
---------------------------------------------------------------------------

    \11\ The text of the amendment to the CMS Agreement is attached 
to NSCC's filing as Exhibit B, which is available for inspection and 
copying at the Commission's Public Reference Room and through NSCC.
    \12\ As an example of bilateral netting, assume participant A 
requests to move $10 million excess cash collateral from NSCC to 
GSCC, participant B requests to move $5 million excess cash 
collateral from GSCC to NSCC, participant C requests to move $5 
million excess cash collateral from DTC to OCC, and participant D 
requests to move $1 million excess cash collateral from OCC to DTC. 
In this example, NSCC would move the net amount of $5 million to 
GSCC, and DTC would move the net amount of $4 million to OCC.
---------------------------------------------------------------------------

    The proposed rule change will provide that the movement of excess 
cash collateral from NSCC to an NSCC participant based on a CMS message 
will be included in NSCC's money settlement process unless the 
participant requests an intraday wire transfer of funds. The proposed 
rule change also will make a technical modification to Section 6 of 
Rule 53 to add references to CMS messages.
    NSCC believes that the modifications to CMS will create additional 
efficiency in the processing of collateral. CMS will enable 
communications regarding collateral to be processed on an automated 
basis thereby streamlining the current manually intensive telephonic 
and facsimile process. CMS will also facilitate the movement of 
collateral by enabling participants to move excess cash collateral from 
one clearing entity to satisfy a clearing fund or margin deficit at 
another clearing entity directly through the clearing entities. The CMS 
modifications will include additional information regarding 
participants' collateral in CMS thereby helping participating clearing 
entities to better monitor their participants' collateral positions.
    NSCC believes that the proposed rule change is consistent with the 
requirements of the Act and the rules and regulations thereunder. In 
particular, NSCC believes that the proposed rule change is consistent 
with Section 17A(b)(3)(f) of the Act \13\ because it is designed to 
assure the safeguarding of securities and funds which are in the 
custody or control of NSCC or for which it is responsible, foster 
cooperation and coordination with persons engaged in the clearance and 
settlement of securities transactions, and in general to protect 
investors and the public interest.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78-1(b)(3)(F).
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    NSCC does not believe that the proposed rule change will have an 
impact or impose a burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others

    No written comments have been solicited or received. NSCC will 
notify the Commission of any written comments received by NSCC.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Within thirty-five days of the date of publication of this notice 
in the Federal Register or within such longer period (i) as the 
Commission may designate up to ninety days of such date if it finds 
such longer period to be appropriate and publishes its reasons for so 
finding or (ii) as to which NSCC consents, the Commission will:
    (A) by order approve such proposed rule change or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549. Copies 
of the submission, all subsequent amendments, all written statements 
with respect to the proposed rule change that are filed with the 
Commission, an all written communications relating to the proposed rule 
change between the Commission and any person, other than those that may 
be withheld from the public in accordance with the provisions of 5 
U.S.C. 552, will be available for inspection and copying in the 
Commission's Public Reference Section, 450 Fifth Street, NW, 
Washington, DC 20549. Copies of such filing also will be available for 
inspection and copying at the principal office of NSCC. All submissions 
should refer to File No. SR-NSCC-98-10 and should be submitted by 
November 6, 1998.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-27759 Filed 10-15-98; 8:45 am]
BILLING CODE 8010-01-M