[Federal Register Volume 63, Number 214 (Thursday, November 5, 1998)]
[Notices]
[Pages 59831-59834]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-29620]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-40623; File No. SR-GSCC-98-02]


Self-Regulatory Organizations; Government Securities Clearing 
Corporation; Order Approving a Proposed Rule Change Regarding the 
Implementation of the GCF Repo Service

October 30, 1998.
    On April 10, 1998, the Government Securities Clearing Corporation 
(``GSCC'') filed with the Securities and Exchange Commission 
``(Commission'') a proposed rule change (File No. SR-GSCC-98-02) 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'').\1\ Notice of the proposal was published in the Federal 
Register on June 9, 1998.\2\ The Commission received six comment 
letters from five commenters in response to the proposed rule 
change.\3\ For the reasons discussed below, the Commission is approving 
the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ Securities Exchange Act Release No. 40057 (June 2, 1998), 63 
FR 31539.
    \3\ Infra note 12.
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I. Description

    Under the proposed rule change, GSCC will implement a new service 
called the GCF Repo service. The GCF Repo service will allow GSCC's 
dealer members to trade general collateral repos involving U.S. 
Government securities throughout the day without requiring intraday, 
trade for trade settlement on a delivery versus payment (``DVP'') 
basis.

A. General Description of the GCF Repo Service

    The GCF Repo service will enable netting members of GSCC that are 
not interdealer brokers (``dealers'') to trade general collateral 
repos, based on rate and term, with interdealer broker netting members 
of GSCC (``brokers'') on a blind basis throughout each day. Brokers 
will be required to submit GCF Repo trade data to GSCC within five 
minutes of trade execution through a new terminal function. Brokers 
will not be able to submit GCF Repo trades in batch. Upon receipt of 
the trade data, GSCC immediately will report transaction details to 
dealers through a terminal facility, and the GCF Repos will receive 
GSCC's settlement guarantee. Standardized, generic CUSIP numbers 
established exclusively for the GCF Repo service will be used to 
specify the acceptable type of underlying eligible collateral, which 
will include Treasuries, Agencies, and mortgage-backed securities.\4\
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    \4\ The specific collateral will not be known at the time of the 
trade. As a result, brokers will submit all GCF Repo trades to GSCC 
using generic general collateral CUSIPs that denote the underlying 
category of security. GSCC expects that the initial types of generic 
CUSIPs that will be used for GCF Repo activity will denote the 
following categories of securities: all Treasury securities, 
Treasury securities with a remaining maturity of ten years and 
under, all Fedwire-eligible Agency securities, and all Fedwire-
eligible mortgage-backed securities.
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    The daily cutoff for submission of trades through the GCF Repo 
service will be five minutes after a predetermined trading deadline, 
which initially will be 3:30 p.m. GSCC will reject all trades submitted 
for same day processing that are received after the cutoff. Dealers 
initially will have until 3:45 p.m. to affirm or disaffirm trade data 
submitted against them by a broker. If a dealer takes no action either 
to affirm or to disaffirm trade data, the trade automatically will be 
deemed to be affirmed. GSCC will then conduct an afternoon net 
exclusively for GCF Repo service activity and will establish a single 
net receive or deliver obligation for each dealer in each generic 
CUSIP.
    Each dealer with a net deliver obligation will allocate acceptable 
securities (determined by the generic CUSIP) and will deliver those 
securities on a DVP basis to a GSCC account within the dealer's 
clearing bank using a modified triparty arrangement. GSCC will then 
instruct the clearing bank to deliver those securities to dealers that 
have net receive obligations. All GCF Repo service activity will settle 
between dealers and GSCC within the dealers' clearing banks.
    GSCC initially will implement the GCF Repo service within each of 
its participating clearing banks separately.\5\ As a result, a 
participating dealer will be able to trade GCF Repos only with other 
dealers that use the same clearing bank.\6\
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    \5\ Currently, GSCC's clearing banks are the Bank of New York 
and the Chase Manhattan Bank. Under the proposed rule change, any 
clearing bank that meets GSCC's operational requirements will be 
able to provide GCF Repo settlement services to GSCC netting 
members.
    \6\ GSCC has informed the Commission that it eventually would 
like to expand the GCF Repo service to allow dealers to engage in 
GCF Repo trading with dealers that use different clearing banks. As 
a result, GSCC currently is engaged in discussions with staff of the 
Federal Reserve Bank of New York regarding the means by which to 
accomplish ``after-hours'' interbank securities allocations. A 
resolution of the issues involved may require, among other things, 
opening of the securities Fedwire after its normal close.
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B. Participant Eligibility

    To be eligible for the GCF Repo service, brokers and dealers will 
be required to meet the qualifications for

[[Page 59832]]

repo netting membership as provided in GSCC's rules. In addition, 
dealers will be required to designate the brokers that are authorized 
to submit GCF Repo trades on their behalf. GSCC members that wish to 
become eligible to use the GCF Repo service also will be required to 
test with GSCC and to demonstrate that they are able to submit data to 
and to receive output from GSCC using the communications links and in 
the formats, timeframes, and deadlines established for the service.

C. Securities Eligibility

    The securities eligible for the GSF Repo service are U.S. Treasury 
securities (other than inflation-indexed securities or STRIPs), agency 
securities that are not mortgage-backed, and book-entry mortgage-backed 
securities that are Fedwire-eligible.

D. Broker Submission

    Under the rule change, all GCF Repos will be executed by dealers as 
money-fill transactions \7\ through eligible GSCC brokers on a blind-
brokered basis. Brokers will be required to submit GCF Repo trades 
within five minutes of trade execution. Each GCF Repo trade will have a 
single dealer on the repo side that is matched to a single dealer on 
the reverse side. The facilitate broker submission, GSCC will implement 
a new terminal facility that will provide the following services:
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    \7\ A money-fill repo transaction is a repo transaction in which 
the amount of securities sold and repurchased is determined by the 
market value of the securities rather than on the par value.
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1. Large Trade Submission
    Brokers will be able to submit GCF Repo trades to GSCC having 
principal values of up to $2 billion. The current maximum transaction 
size is $50 million.\8\ The GCF Repo service will have a $1 million 
minimum transaction size and a $1 million multiple requirement.
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    \8\ This limit on transaction size results from the $50 million 
limit on book-entry securities transfers over Fedwire.
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2. Submission of Trade Data
    Brokers will be able to submit data simultaneously for both the 
repo and reverse sides of the trade using a single screen. GSCC 
automatically will populate certain fields of the GCF Repo service's 
screen design (such as trade date and start date) with default values. 
Brokers will have to enter any information that differs from the 
default values. The system also will automatically calculate the end 
money for the repo based on start amount, term, and rate. In addition, 
GSCC will require that every broker participating in the GCF Repo 
service provide its terminal on GSCC's premises so that GSCC operations 
staff can monitor whether the broker is satisfactorily fulfilling its 
trade submission responsibilities.

E. Trade Recordings and Dealer Notification

    GSCC will immediately record, as compared, all GCF Repos upon 
receipt of trade data from the brokers. This type of ``locked-in'' 
trade recording, called broker-assisted processing, will replace the 
traditional matched comparison process. As a result, both the repo and 
reverse sides of the transaction will be processed solely based upon 
broker input without requiring the submission and matching of 
corresponding trade details from the dealer members.
    Upon receipt of trade data from the brokers, GSCC will immediately 
provide dealers with GCF Repo transaction details by way of a dynamic, 
real time, online display. The five most recent trades will be 
displayed in a window at the bottom of these screens while current 
position information will be displayed at the top of the screens. 
Position information will be available at both the individual CUSIP 
level and the cumulative, overall level.

F. Dealer Affirmation

    The rule change requires dealers to review GCF Repo trades and to 
either affirm or disaffirm them by a predetermined deadline, which 
initially will be 3:45 p.m. Affirming a trade will indicate that the 
dealer recognizes the trade and agrees to its terms. If a dealer 
disaffirms a trade, its GCF Repo position will be adjusted 
automatically, and a notification will be sent to the broker for prompt 
resolution. During the affirmation process, dealers will be able to 
provide their own internal reference number. Entry of a reference 
number will result in the automatic affirmation of the trade.
    Any trade that has not been affirmed or disaffirmed by the close of 
business will be affirmed automatically by the system.\9\ GSCC will 
assess penalties for late dealer affirmations.
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    \9\ GSCC will send a message to participants fifteen minutes 
prior to running the automated process that will affirm all pending 
trades.
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G. Netting and Position Reporting

    GSCC will net all GCF Repo trades on a real time basis intraday for 
each dealer into a single net settlement position for each generic 
general collateral CUSIP submitted. This position will represent the 
aggregate net dollar amount ``borrowed'' by the repo dealer or 
``loaned'' by the reverse dealer.
     Each day, netting will consist of adding all of the carryover 
activity (i.e., term repos that are already in effect and forward 
starting repos that have already been submitted and for which the start 
date is the current day) \10\ in GCF Repos together with the current 
day's activity. As a result, positions associated with term repos will 
be renetted each day with the dealer's current activity. GSCC will 
provide netting results to the clearing banks and its dealer members. 
Clearing banks participating in the GCF Repo service will be 
responsible for notifying their members regarding the allocation of 
collateral and the transfer of funds.
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    \10\ In a forward starting repo, the term of the repo beings on 
a day after the trade date.
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    GSCC will carry every GCF Repo trade in its system and will be 
responsible for maintaining a database of all financial date for the 
repos that are traded. This will include tracking all relevant terms of 
each transaction and insuring that the appropriate final settlement 
amounts are paid at the conclusion of each repo.
    Real time, online output will be provided to brokers, dealers, and 
the clearing banks over GSCC terminals to provide all transaction and 
position information necessary for the intraday processing of GCF Repo 
activity. Brokers and dealers will be able to view real time position 
information, both at the individual CUSIP and overall position levels, 
on their terminals throughout the day. The bottom of each position 
screen also will display the five most recent transactions processed 
against that participant. Each clearing bank will be able to monitor 
the positions of its clearing members using its terminal.

H. Securities Allocation

    Each dealer that is a net lender of securities through the GCF Repo 
service will be responsible for allocating the appropriate collateral 
(as defined by the generic general collateral CUSIP) to its clearing 
banks using whatever mechanism it mutually agrees upon with the bank. 
All such collateral movements will be made on a DVP basis to and from a 
GSCC account. As a practical matter, dealers will have to give priority 
to the allocation of GCF Repo service collateral so that reallocation 
to the ultimate customer may occur promptly. GSCC will impose a penalty 
on collateral allocations that are made after 4:30 p.m. Allocations not 
made by 7:00 p.m. will be considered fails.
    Dealers that receive securities as the result of reverse GCF Repos 
will be required to reallocate them to a location

[[Page 59833]]

that is available for reversal before the opening of the securities 
wire on the next day. Examples of these locations are overnight 
triparty repos, hold-in-custody repos, and bank loans.

I. Next-Day Return of Collateral

    All GCF Repo positions will be reversed on the morning of the next 
business day prior to the opening of the securities Fedwire. This next 
day reversal will occur for all GCF transactions regardless of the term 
of the transaction. The repos themselves will be fully collateralized 
intraday by cash.

J. Risk Management

    GCF Repo transactions and resulting settlement obligations will be 
subject to all of GSCC's existing risk management processes. GSCC will 
assess its members' overall, cumulative exposure as a result of their 
combined DVP buy/sell and repo activity and their GCF Repos service 
activity.\11\
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    \11\ For a more detailed description of how GSCC will apply its 
risk management procedures to the GCF Repo service, refer to 
Securities Exchange Act Release No. 40057 (June 2, 1998), 63 FR 
31539.
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K. Trade Modification/Cancellation

    The rules for GCF Repo trade modification are: (1) any data input 
field on an unaffirmed trade may be modified unilaterally by the broker 
at any time during the processing day and (2) dealers may not modify 
any data on GCF Repos. Rather, dealers must cancel (or request 
cancellation of) the trade. The modification of an unaffirmed trade 
will result in the immediate replacement of the original trade and all 
affected processing screens will be immediately updated accordingly.
    Under the rule change, the two basic rules for canceling GCF Repos 
are: (1) an unaffirmed trade may be unilaterally canceled by either the 
broker or the dealer at any time during the processing day and (2) a 
trade that has been affirmed, either by a dealer or by the system as 
part of end-of-day processing, will require bilateral cancellation. 
This means that a broker may cancel a trade unilaterally at any time 
during the day if it has not been affirmed by either the dealer or by 
the system. A unilateral cancellation of a GCF Repo trade by the broker 
will result in the cancellation of both sides of the trade. Trade 
cancellation by the broker will result in the cash and collateral 
positions being reversed by the amount of the canceled trade and taken 
out of account balances.
    A dealer may cancel a GCF Repo trade unilaterally at any time 
during the day if it has not been affirmed either by the dealer or by 
the system. Trade cancellation will result in the dealer's cash and 
collateral position balances being adjusted by the amount of the 
canceled trade and in the automatic replacement of the dealer by the 
broker in the transaction. The broker will carry the position and incur 
all associated responsibilities unless and until the broker submits a 
correcting entry (i.e., an entry where the broker enters a new single-
sided transaction with another dealer to eliminate the broker's 
position). Cancellation of a trade by the dealer results in the 
cancellation of that dealer's side only. The other dealer's side of the 
trade will remain intact.
    Cancellation of trades that have been affirmed by the dealer or by 
the system will be required to be bilateral (i.e., if the dealer 
requests a cancellation, the broker must approve it and vice-versa). 
The submission by a broker or dealer of a request for cancellation of 
an affirmed trade will result in the generation of a trade cancellation 
request to the original broker or dealer. Upon approval of the cancel 
request, the dealer will automatically be replaced by the broker in the 
transaction. The broker will carry the position and incur all 
associated responsibilities unless and until the broker submits a 
correcting entry (i.e., an entry where the broker enters a new single-
sided transaction with another dealer to eliminate the broker's 
position). A dealer or broker request for cancellation of an affirmed 
trade that is not acted upon by the counterparty will require manual 
intervention (i.e., contacting the counterparty) by GSCC operations to 
determine whether or not the trade should be canceled.

L. Output and Reports

    GSCC will establish a separate reporting stream to produce a full 
range of machine-readable output (``MRO'') and print image end-of-day 
reports for the GCF Repo service, which will be substantially similar 
to the output currently provided to participants in conjunction with 
their regular cash and repo trading activity. In implementing the GCF 
Repo service, GSCC will attempt to limit the number and magnitude of 
changes made to existing MRO formats in order to minimize the 
development effort required by participating members.

II. Comment Letters

    The Commission received six comment letters from five commenters in 
response to GSCC's filing.\12\
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    \12\ Letters from Thomas R. Donavan, President and Chief 
Executive Officer, Chicago Board of Trade (``CBOT'') (June 30, 
1998); Jean Webb, Secretary, U.S. Commodity Futures Trading 
Commission (``CFTC'') (June 30, 1998); T. Eric Kilcollin, President 
and Chief Executive Officer, Chicago Mercantile Exchange (``CME'') 
(June 30, 1998); Daniel O. Minerva, Chair, and Paul G. Schuefele, 
Vice Chair, Funding Division, The Bond Market Association (July 24, 
1998); Sal Ricca, President and Chief Operating Officer, GSCC (July 
31, 1998); and I. Michael Greenberger, Director, Division of Trading 
& Markets, CFTC (September 21, 1998).
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A. Comment Letters Submitted by CBOT, CME and the CFTC

    CBOT, CME, and the CFTC addressed the possibility that GCF Repo 
service might be subject to the CFTC's jurisdiction.
1. Letter From CBOT
    CBOT stated that the GCF Repo service might be subject to the 
exclusive jurisdiction of the CFTC. CBOT further stated that if any of 
the repos that would be cleared through the GCF Repo service are 
futures then the CFTC has exclusive jurisdiction over the service even 
if the repos also are securities. CBOT requested that the Commission 
defer final action on the proposed rule change until the CFTC had an 
opportunity to consider those issues.
2. Letter From CME
    CME stated that the forward starting repos that GSCC proposed to 
clear through the GCF Repo service might be futures subject to the 
CFTC's jurisdiction. CME stated further that the forward starting repos 
described in the proposed rule change might not qualify for the forward 
contract exemption from the Commodity Exchange Act (``CEA''). As a 
result, CME concluded that the trading of forward starting repos might 
violate Section 4(a) of the CEA.
    CME went on to consider whether the forward starting repo 
transactions are exempt from the CEA either through Section 
2(a)(1)(A)(ii) of the CEA, known as the ``Treasury Amendment,'' \13\ or 
through the CFTC's Part 35 swaps exemption.\14\ CME stated that forward 
starting repos contemplated by the proposed rule change are 
transactions in repurchase agreements and are not ``enumerated in the 
Treasury Amendment'' and that government securities are not the subject 
of the forward starting repos. In addition, CME stated that the 
Treasury Amendment does not apply to the forward starting repos because 
the inter-dealer brokers

[[Page 59834]]

executing the transactions constitute a board of trade.
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    \13\ The Treasury Amendment states that:
    Nothing in the [CEA] shall be deemed to govern or in any way be 
applicable to transactions in foreign currency, security warrants, 
security rights, resales of installment loan contracts, repurchase 
options, government securities, or mortgages and mortgage purchase 
commitments, unless such transactions involve the sale thereof for 
future delivery conducted on a board of trade.
    7 U.S.C. 2(ii).
    \14\ The Part 35 exemption exempts certain swap transactions 
from the provisions of the CEA. 17 CFR 35.2.
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    In addition, CME presented three reasons why it believes that the 
CFTC's Part 35 swaps exemption does not apply to the forward starting 
repos that would be cleared through the GCF Repo service: first, the 
transactions that would be cleared through the GCF Repo service are 
subject to multilateral clearing arrangements; second, the forward 
starting repos transactions that would be cleared through the GCF Repo 
service are standardized and fungible; and third, the proposed rule 
change ``contemplates trading through multilateral execution facilities 
maintained by blind-brokers.''
    CME requested that the Commission defer action on the proposed rule 
change until the CFTC had an opportunity to consider those issues.
3. Letters From the CFTC
    The Commission received two comment letters from the CFTC. In the 
first letter, the CFTC stated that it was analyzing the repos that 
would be cleared through the GCF Repo service and requested that the 
Commission defer final action on the proposed rule change until the 
CFTC had time to complete its review of the proposal. The second letter 
stated that staff of the CFTC's Division of Trading & Markets ``has 
completed a review of the GCF Repo Service and has determined that we 
have no further comment on this service or the transactions 
contemplated thereby.''

B. Letters From the Bond Market Association and GSCC

    The Bond Market Association (``BMA'') and GSCC responded to CBOT's 
and CME's letters and to the CFTC's first letter. GSCC and the BMA 
stated that forward start repos are not futures. GSCC and the BMA 
stated further that a forward starting repo is the same as a standard 
repo except that the obligations created by a forward starting repo 
begin on a day after the day that the transaction is executed.
    In addition, GSCC and the BMA stated that the forward starting 
repos that would be cleared through the GCF Repo service are covered by 
the Treasury Amendment. GSCC stated that forward starting repos are 
transactions in government securities because they obligate the parties 
to purchase and sell specified government securities on specified 
dates. The BMA stated that market participants understand that the 
Treasury Amendment applies to transactions in and in any way involving 
government securities (as long as the transactions do not involve the 
sale of such securities for future delivery conducted on an organized 
exchange). Moreover, GSCC and the BMA stated that the facilities of 
interdealer brokers should not be considered boards of trade because 
they are not formally organized exchanges.

III. Discussion

    Under Section 19(b) of the Act,\15\ the Commission is required to 
approve a proposed rule change of a clearing agency if it finds that 
the proposed rule change is consistent with the Act and the rules and 
regulations thereunder. In reviewing GSCC's proposal under this 
standard, the Commission has looked primarily to Section 17A(b)(3) of 
the Act.\16\ This section requires, among other things, that the rules 
of a clearing agency be designed to promote the prompt and accurate 
clearance and settlement of securities transactions and to remove 
impediments to and perfect the mechanism of a national system for 
prompt and accurate clearance and settlement of securities 
transactions.
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    \15\ 15 U.S.C. 7s.
    \16\ 15 U.S.C. 7q-1(b)(3).
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    The market in repo transactions involving government securities, 
including general collateral repos, is already well established. The 
proposed rule change would expand the types of repo transactions that 
can be processed through GSCC. As a result, the Commission believes 
that the proposed rule change is consistent with GSCC's obligations 
under Section 17A(b)(3) because it should provide a more efficient 
method for the clearance and settlement of general collateral repo 
transactions in government securities. Specifically, the Commission 
believes that the use of the GCF Repo service should reduce exposure to 
counterparty default, increase payment netting, and apply advance 
clearing and risk management practices to the market in general 
collateral repos. Accordingly, the Commission believes that the rule 
change should enable GSCC to help facilitate the prompt and accurate 
clearance and settlement of general collateral repos involving U.S. 
Government securities and to remove impediments to and help perfect the 
mechanism of the national clearance and settlement system for 
securities transactions.
    The comment letters that the Commission received from CBOT and CME 
raised a question as to whether some of the repos that will be 
processed through the GCF Repo service are futures subject to the 
CFTC's jurisdiction. The BMA and GSCC asserted that forward starting 
repos are distinct from futures, and even if futures they would be 
exempt from CFTC jurisdiction. CBOT and CME urged the Commission to 
defer action until the CFTC had an opportunity to address the question. 
The CFTC requested that the Commission defer final action until the 
CFTC had an opportunity to review whether the proposal ``raise[d] legal 
issues under the Commodity Exchange Act.'' The CFTC's Division of 
Trading & Markets has advised the Commission that it has no further 
comment on the GCF Repo service or the transactions that will be 
processed through it.

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal is consistent with the requirements of the Act and in 
particular with the requirements of Section 17A of the Act and the 
rules and regulations thereunder.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (File No. SR-GSCC-98-02) be and hereby is 
approved.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-29620 Filed 11-4-98; 8:45 am]
BILLING CODE 8010-01-M