[Federal Register Volume 66, Number 167 (Tuesday, August 28, 2001)]
[Notices]
[Pages 45351-45356]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-21652]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-44727; File No. SR-OCC-2001-07]


Self-Regulatory Organizations; The Options Clearing Corporation; 
Notice of Amendments and Order Granting Accelerated Approval of a 
Proposed Rule Change Relating to Clearing Security Futures

August 20, 2001.

I. Introduction

    On June 29, 2001, The Options Clearing Corporation (``OCC'') filed 
with the Securities and Exchange Commission (``Commission'') proposed 
rule change SR-OCC-2001-07 pursuant to section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act''),\1\ and on July 9,\2\ August 
13, and 17, 2001, amended the proposed rule change. Notice the proposal 
was published in the Federal Register on August 3, 2001.\3\ No comment 
letters have been received to date. For the reasons discussed below, 
the Commission is granting accelerated approval of the proposed rule 
change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ The purpose of the July 9 Amendment was to correct citations 
to the Act.
    \3\ Securities Exchange Act or Release No. 44610, (July 27, 
2001), 66 FR 40766.
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II. Description

A. Introduction

    On June 15, 2001, the Commission approved amendments to OCC's By-
Laws specifying the types of markets for which OCC would clear security 
futures and describing the general terms on which it would clear for 
those markets.\4\ This order approves a comprehensive

[[Page 45352]]

set of rule changes under which OCC will be permitted to clear and 
settle transactions in security futures.
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    \4\ Securities and Exchange Act Release No. 44434 (June 15, 
2001), 66 FR 33283 [SR-OCC-2001-05].
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    These rules are intended to be as generic as possible to cover any 
security futures product that may be developed by the markets clearing 
through OCC. Nevertheless, it may be necessary in the future for OCC to 
amend or supplement these rules to accommodate specific products that 
are developed by the markets.

B. Overview of Security Futures Rules

    Amendments to the By-Laws and Rules are in the same general format 
that has previously been used for new products. The proposed rules will 
provide for clearance and settlement of nearly the full range of 
security futures products that can be traded under the Commodity 
Futures Modernization Act (``CFMA''). These include physically-settled 
futures on individual stocks as well as cash-settled futures on 
individual stocks and on narrow-based stock indices. A further rule 
change would be required in order for OCC to clear options on security 
futures.
    The security futures provided for in this rule filing will have the 
same basic terms as futures contracts trading in the traditional 
futures markets under the jurisdiction of the CFTC. A futures contract 
is entered into at a ``contract price'' agreed upon between the buyer 
and seller in the futures market. The contract price represents the 
notional price or value at which the underlying stock or index will be 
purchased and sold at ``maturity'' of the contract if the contract has 
not been offset through an earlier closing transaction. The contracts 
will be marked to the daily closing price of the futures contract 
through ``variation payments'' that are passed through OCC from the 
buyer to the seller or vice versa depending upon the direction of the 
market movement. Intraday variation settlements are also provided for 
although it is OCC's present intention to effect intraday variation 
settlements only on an exception basis when market conditions or other 
factors make such settlements necessary or desirable. A deposit of 
``original'' or ``risk'' margin will be required from both purchasers 
and sellers to cover the maximum anticipated variation payment that 
would likely be required based on the clearing member's positions. This 
calculation will be made based upon all of the positions in the 
particular account of the clearing member using OCC's TIMS system for 
portfolio margining.
    At maturity of the contract, a ``final variation payment'' will be 
determined based on a ``final settlement price.'' The final settlement 
price will be the price or level of the underlying security at a 
specified point or interval in time, which could be either the closing 
price or a volume-weighted average price on the last day of trading of 
the futures contract or an opening price on the following day. In the 
case of cash-settled futures, all rights and obligations under the 
contract will be satisfied by the final variation payment. In the case 
of physically-settled security futures, delivery of and payment for the 
underlying stock will be effected pursuant to the same basic rules 
currently applicable to settlement of stock option exercises. The price 
to be paid by the purchaser is referred to as the ``aggregate purchase 
price'' and is equal to the final settlement price times the number of 
shares to be delivered. Effectively, delivery occurs at the current 
market price of the stock, but the net of the variation payments paid 
and received over the period that the futures contract was held puts 
the buyer and seller in the economic position of having purchased and 
sold the security at the original contract price.
    Because a security future is both a ``security'' as defined in the 
Act and a ``contract for sale of a commodity for future delivery'' as 
defined in the Commodity Exchange Act (``CEA''), security futures are 
subject to the joint jurisdiction of the Commission and the CFTC. One 
result of this novel arrangement is that security futures may in 
certain circumstances be carried by clearing members for their 
customers in futures ``customer segregated funds'' accounts subject to 
the CEA and rules thereunder, and in other circumstances they may be 
carried in securities accounts subject to the Securities Investor 
Protection Act and Commission Rule 15c3-3 as well as other customer 
protection rules under the Act. When security futures are carried in 
segregated funds accounts at the member firm level, OCC has assumed 
that the CFTC will require that they also be carried in segregated 
funds accounts at the clearing level. Accordingly, OCC is adding a 
``customer segregated funds'' account to the types of accounts that a 
clearing member is able to carry at OCC.
    OCC also is permitting futures clearing organizations (``derivative 
clearing organizations'' registered as such under the CEA) to carry 
omnibus accounts at OCC for the purpose of clearing transactions in 
security futures on behalf of their clearing members that are not 
clearing members of OCC. A futures clearing organization could 
establish one such account for clearing its members' proprietary 
transactions and a second segregated funds account for members' 
customer transactions.
    Set forth below is a more detailed description of specific changes 
and additions to the By-Laws and Rules. Some changes, however, seemed 
sufficiently obvious in their purpose and effect so that no further 
explanation has been provided.

C. Summary of By-Law Changes

1. Definitions
    Because the various terms needed to describe security futures are 
used throughout the By-Laws and Rules, OCC is including all necessary 
new definitions in Article I of the By-Laws. Necessary terms have been 
adopted and defined to correspond as closely as possible to the 
terminology used in the existing futures markets while also being 
consistent with terminology in OCC's rules. Certain terms were included 
in SR-OCC-2001-05 and are referred to above. Others are added by this 
rule change, and various existing definitions are amended so that they 
apply to security futures as well as options. Most of these definitions 
are self-explanatory, but a few terms that are of particular 
significance are described below. Certain defined terms are discussed 
later in connection with the substantive provisions of the rules where 
they are used.
    The terms ``class'' and ``series'' are amended in order to apply to 
futures even though such terms are not widely used, if at all, in the 
futures industry. Such terms are consistent with securities terminology 
and OCC's existing rules. As in the case of options, the term 
``series'' is used to define a set of security futures contracts that 
are mutually identical and therefore fungible. The term ``series 
marker'' is used to describe a unique identifier that may be assigned 
to the particular market on which a series is traded. Because the 
series marker is considered a term of the security future, the effect 
of the marker is that contracts of a series bearing that unique series 
marker are not fungible with contracts traded on another exchange even 
if those contracts have otherwise identical terms. Whether or not a 
series of security futures will bear a series marker is a decision to 
be made by the market that trades the series.
    The term ``contracts'' has been made lowercase to reflect a more 
generic definition. It is now used to refer to any ``cleared 
security,'' which includes security futures as well as broad-based 
index futures that are included in cross-margining arrangements. This 
broad usage is reflected primarily in the

[[Page 45353]]

margin rules in Chapter VI of OCC's Rules.
    The definitions of ``nominated correspondent'' and ``nominating 
clearing member'' are being deleted as this particular agency 
relationship is no longer used. References to these terms are deleted 
throughout the By-Laws and Rules.
2. Clearing Members Qualifications
    The Interpretations and Policies following Article V, Section 1 of 
the By-Laws are amended to adapt those requirements to clearing members 
that clear security futures. Because some of those clearing members may 
be futures commission merchants (``FCMs'') primarily regulated as such 
and only notice-registered as broker-dealers under Section 15(b)(11)(A) 
of the Act, it is necessary to provide alternative membership 
requirements in certain cases. For example, in the area of experience 
and competence, OCC has proposed to retain some flexibility in this 
regard by saying that such clearing members must meet ``such other non-
discriminatory standards of experience and competence as the 
Corporation may prescribe.'' In addition, interpretation .06 under 
Section 1 provides that OCC may give expedited review and may waive 
certain non-financial criteria where appropriate in order to admit 
affiliates of existing clearing members for the sole purpose of 
clearing security futures. Some clearing members do their futures 
business through affiliates, and OCC believes that it is appropriate to 
give special consideration to such affiliates to the extent that their 
affiliation with an existing clearing member provides access to 
competent and experienced personnel able to assist the affiliate if 
necessary to enable the affiliate to meet OCC's operational 
requirements.
3. Accounts for Clearing Security Futures.
    OCC is amending Article VI, Section 3 of the By-Laws to provide an 
additional account, the segregated futures account, for the clearance 
of transactions of ``futures customers,'' which are defined in Article 
I to mean persons whose positions are carried by an FCM in a futures 
account required to be segregated under Section 4d of the CEA. A 
clearing member might carry customer security futures positions in a 
futures account rather than a securities account either because it is 
primarily regulated as a FCM and does not carry securities accounts it 
is a dual registrant (fully registered both as an FCM and a broker-
dealer) and the clearing member, or the clearing members and its 
customer, choose to carry security futures in a futures account.
    The segregated futures account is essentially like a combined 
market-maker account in that the positions of different futures 
customers are commingled in it, and OCC's lien extends to all 
positions, margin, and other assets in the account. OCC can liquidate 
the account to a single net debt or credit in the event of a clearing 
member default and can therefore margin it on a net basis as it does a 
combined market-marker account. Unlike the regular customers' account, 
which is a securities account, there is no need to hold ``fully paid 
and excess margin securities'' free of any liens because the 
customers's futures account at the clearing firm level is not subject 
to Commission Rule 15c3-3.
4. General Clearance Rules
    Provisions of Article VI, Section 3 relating to the ``firm 
account'' have been modified to provide that it may only be used for 
transactions of the firm itself and persons who are not customers 
either for purposes of the CEA and CFTC regulations or for purposes of 
the securities laws and regulations, principally Rule 15c3-3 and the 
hypothecation rules.\5\ In addition to the foregoing changes, and 
largely unrelated to security futures, OCC is amending Section 3 to 
eliminate references to ``specialists,'' which references are rendered 
unnecessary by changes in the Article I definition of ``market-maker'' 
to include specialists. In addition, OCC is proposing to eliminate the 
stock specialist and registered trader accounts because such accounts 
are no longer used. The definition of a ``market-maker'' has been 
expanded to include all types of proprietary trading done pursuant to 
rules that are intended to ensure that such trading serves a market 
function. This change will allow positions of stock specialists and 
registered traders to be carried in a market-maker account.
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    \5\ 17 CFR 240.8c-1, 15c2-1.
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    Sections 4 through 9 of Article VI of the By-Laws are amended to 
make them applicable to security futures and to eliminate certain 
redundancies and unnecessary material. A new paragraph (4) has been 
added to Section 10, which relates to the establishment of terms of 
cleared securities and the opening of new series, in order to provide 
for security futures. In addition, the provisions setting deadlines for 
the various markets to notify OCC of the opening of new series in any 
cleared security have been updated and consolidated in a new paragraph 
(e), which permits OCC to announce such deadlines from time to time. 
The advance notice that is actually currently required by OCC is 
generally much shorter than the deadlines specified in Section 10 as a 
result of improvements in efficiency that make the longer notice 
periods unnecessary. Sections 11 through 18 are amended to apply to 
security futures.
    Section 19 of Article VI, which relates to shortages of underlying 
securities, makes parallel provisions for physically-settled security 
futures. It is worth noting that in the case of security futures the 
economic result of the futures contract is primarily realized through 
the stream of variation payments and that the stock is delivered 
against current market value at maturity of the future. Accordingly, if 
a shortage of underlying securities makes delivery impossible or unduly 
burdensome, OCC may elect simply to terminate delivery and payment 
obligations and let the final variation payment completely satisfy all 
rights and obligations under the contract. If, for some reason, the 
circumstances suggest that the final settlement price should be 
adjusted in any way to reflect that no delivery will occur, the 
provisions of amended Section 19 give OCC the authority to do so.
5. New Article XII of the By-Laws
    This article sets out some basic provisions for security futures, 
including both physically-settled and cash-settled security futures. 
The general rights and obligations of buyers and sellers of security 
futures, including the obligation to make and the right to receive 
variation payments, are set forth here.
    Section 3 pertains to adjustments of the terms of outstanding 
security futures in response to certain events affecting the underlying 
securities that make adjustments necessary or appropriate in the 
interest of fairness to buyers and sellers. Section 3 sets out detailed 
adjustment rules for security futures while the detailed provisions for 
adjustment of narrow-based index futures are set forth in Section 4.
    Adjustments to security futures will be necessary from time to time 
to reflect certain corporate events affecting the underlying stock. 
Such adjustments will be determined by OCC rather than by an 
``adjustment panel'' under the provisions of existing Article VI, 
Section 11 of the By-Laws. However, the adjustment rules for security 
futures are substantially parallel to the adjustment rules for stock 
options, and the adjustment rules for stock options, and the adjustment 
rules in Section 4 for

[[Page 45354]]

narrow-based index futures are parallel to the adjustment rules for 
index options. OCC anticipates a policy of coordinating discretionary 
adjustment determinations for consistency between adjustments of 
security futures and option contracts on the same underlying stock to 
the fullest extent practicable.
    Futures contracts are ordinarily like European-style options in the 
sense that there is no opportunity to ``exercise'' or terminate the 
contract prior to its expiration or maturity date (other than through 
closing transactions in the market). There are currently no European-
style options on individual stocks, and security futures may therefore 
be adjusted differently than options on the same securities. For 
example, where a warrant or right is distributed that expires before 
the maturity date of a security future or expiration date of a stock 
option, the security future may not be adjusted to reflect that 
distribution whereas an American-style option on the same security 
ordinarily would be adjusted.
    Where the adjustment rules call for adjustment in the exercise 
price of an option, the corresponding adjustment rules for futures 
contracts call for a one-time-only adjustment in the last settlement 
price established before the adjustment is effective for use in 
determining the correct daily variation payment for the adjusted 
contracts. Cash-settled security futures ordinarily will be adjusted in 
accordance with the same rules as physically-settled security futures 
and options. Where physically-settled contracts are adjusted by 
adjusting the underlying to include distributed property, the 
appropriate adjustment to the cash-settled contract could be different 
if there is no public market in which the distributed property will be 
traded for purposes of establishing market values thereafter.
    Article XII, Section 5, which anticipates situations in which a 
market price for an underlying stock or a current value of an 
underlying index might be unavailable or inaccurate, is essentially 
parallel to the provisions of Article XVII, Section, 4 which applies to 
index options. The rule applies not only to narrow-based index futures 
but also to cash-settled and physically-settled security futures. The 
reason for this is that security futures, unlike stock options, require 
a determination of ``final settlement price'' at maturity. Whereas 
settlement of an exercised stock option is effected by delivery of the 
stock against the exercise price of the option, settlement at maturity 
of a security futures involves a final variation payment based on the 
final settlement price, which is also the price against which the 
underlying stock is delivered if the future is physically-settled.
    Section 6 of Article XII provides that the final settlement price 
for any security future at maturity is determined by a method approved 
by the market listing the security future. It could be based on a price 
or level of the underlying interest at a point in time, such as a 
closing value or opening value for a stock or index on the maturity 
date or the following business day, or it could be based on an average 
of prices, such as the volume-weighted average price for an underlying 
stock on the maturity date.

D. Rules

1. Financial Requirements for Clearing Members
    Financial requirements are substantially the same for all clearing 
members, whether or not they clear transactions in security futures. 
However, because OCC will admit clearing members that are merely notice 
registered as broker-dealers under Section 15(b)(11)(A) of the Act and 
are primarily regulated as FCMs under the CEA and the rules of the 
CFTC, OCC financial requirements in Rule 301 that are based on 
Commission financial requirements are being supplemented to provide 
appropriate references to corresponding CFTC requirements. It will be 
OCC's policy as nearly as practicable to provide substantively 
identical requirements for all clearing members whether their primary 
regulator is the Commission or the CFTC.
2. Trade Reporting and Matching
    Trade reporting and matching will occur for security futures in 
essentially the same way as for options. Rule 401 sets forth the 
information required to be specified in matched trade reports. As noted 
above, such information in the case of security futures may include, if 
a market so elects, a series marker that prevents contracts traded on 
that market from being treated as fungible (except for margin and 
expiration settlement purposes) with otherwise identical futures 
contracts traded on other markets cleared by OCC. Following the 
practice in the futures markets, OCC will not require that matched 
trade information submitted by a market identify each trade as opening 
or closing. OCC understands that some markets may not have systems 
capable of making such identifications. If a market elects to submit 
trade information without identification as whether the transaction is 
opening or closing, OCC will treat all transactions a opening 
transactions. Each clearing member must then submit gross position 
adjustment information at the end of the day to reduce its positions to 
reflect the actual open interest in accounts carried by the clearing 
member. Those procedures are consistent with current practice on many 
futures exchanges.
3. Variation Settlement
    Daily variation settlements and final variation settlements will be 
netted by account with other daily cash settlements and settled in 
accordance with OCC's usual cash settlement procedures. Chapter V of 
OCC's rules is being renamed. ``Daily Premium and Futures Variation 
Settlement.'' The rules in Chapter V are being modified as necessary to 
include futures variation payments.
4. Margins
    Rules 601 and 602 are being amended to include security futures in 
the calculation of the ``risk margin'' required for each account of a 
clearing member. The term ``risk margin'' is replacing the term 
``additional margin'' for options as well as security futures because 
OCC believes it is more descriptive. Risk margin, which is sometimes 
known as ``initial margin'' in the futures markets, is the margin 
intended to cover one day's anticipated market movement. Security 
futures (whether physically-settled or cash-settled) will be margined 
under Rule 601, which is applicable to equity options. Narrow--based 
futures will be margined under Rule 602, which is applicable to index 
options and other non-equity options. Because OCC's margin systems 
already provide for risk-based margining of index futures contracts in 
cross-margining accounts, accordingly this rule change merely extends 
the margin rules to cover security futures and makes other minor 
changes to adapt the rule to security futures. There is no substantive 
change in the way in which margin will be calculated. Minor changes in 
other rules in Chapter VI are being made to adapt the rules for 
security futures.
    OCC will not, at least initially, accept escrow deposits of 
underlying securities to collateralize positions in security futures. 
OCC has no present plans to include security futures in any cross-
margining arrangement or to allow security futures to be pledged under 
Rule 614.
    Because each long and short position in a futures contract 
represents both an asset and a liability, futures contracts should 
never be deemed to be ``fully

[[Page 45355]]

paid securities'' or ``excess margin securities'' within the meaning of 
Commission Rule 15c3-3. Therefore, neither long nor short positions in 
security futures will be required to be ``segregated'' under OCC Rule 
611.\6\
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    \6\ Rule 611 allows clearing members to comply with Commission 
Rule 15c3-3 by holding customers' fully paid long option positions 
free of OCC's lien. (The rule allows clearing members to 
``unsegregate'' long positions that are component of customer 
spreads, which has the effect of pledging those positions of OCC in 
exchange for reduced margin.)
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5. Delivery of and Payment for Underlying Stock
    The provisions of Chapter IX of OCC Rules relating to delivery and 
settlement in connection with exercises of stock options are being made 
applicable to physically-settled security futures without substantive 
change. As in the case of stock option exercises, delivery, and 
settlement of security futures will ordinarily take place through the 
National Securities Clearing Corporation (``NSCC''). The only 
significant difference is that in the case of security futures the 
stock will settle at the NSCC against the final settlement price, which 
will be essentially the current Market value of the stock as of the 
date when the futures contract matures. Because option exercises settle 
at the exercise price, which can be deep in the money, settlement of 
option exercises imposes risks on NSCC that have been covered in an 
elaborate collateral sharing arrangement known as the ``NSCC Accord.'' 
OCC anticipates that it will have a much simpler agreement with NSCC 
for stock settlements arising from security futures contracts. Delivery 
obligations arising from security futures will be netted, but they will 
not be netted with exercise settlements of option contracts because of 
the differences in the arrangement with NSCC under which the two types 
of transactions are settled.
    The provisions in Chapter IX relating to stock settlements that 
cannot be completed through NSCC have been adapted to apply to 
settlements arising from security futures as well. Similarly, the same 
basic buy-in and sell-out rules have also been made applicable.
6. Clearing Fund Contributions
    Security futures will be covered by the same clearing fund that 
stands behind all options cleared by OCC. Contributions of individual 
clearing members to the fund are based on the proportion that their 
average daily margin requirement bears to the average daily margin 
requirements of all clearing members, subject to a minimum contribution 
of $150,000. A special provision is being added to Rule 1001, however, 
to provide that an affiliate of an existing clearing member that 
becomes a clearing member of OCC for the purpose of clearing 
transactions in security futures will not be subject to the $150,000 
minimum clearing fund contribution as long as the existing clearing 
member is in compliance with OCC clearing fund requirements and the 
affiliate is in compliance with its calculated clearing fund 
requirement. OCC believes that it would be inappropriate to require an 
additional $150,000 payment merely because a clearing member chooses, 
or may be forced because of systems or for other reasons, to clear 
security futures through an affiliate.
7. Suspension of Clearing Members and Liquidation of Accounts
    The provisions of Chapter XI of OCC's rules will apply to clearing 
members carrying positions in security futures in essentially the same 
way as they apply to clearing members carrying positions in options. 
Security futures will be liquidated subject to the same basic rules as 
options. The proposed changes in the rules are intended to apply as 
precisely as possible the logic of the existing rules to the 
liquidation of security futures. This task is complicated by the fact 
that security futures are quite different from options in ways that 
have important consequences for the structure of these rules. For 
example, a security future is both an asset and a liability, and 
accordingly the ``seller'' of a security future, unlike the writer of 
an option, may be making rather than receiving a payment. Both short 
positions and long positions in security futures are treated as 
``securities'' under these rules, and hence the proceeds from positions 
in security futures, whether resulting from a closing transaction or 
from a variation payment, are treated like premiums received on the 
closing sale of an option. Since, as noted above, futures in the 
(securities) customers' account are always ``unsegregated'' (for 
purposes of Rule 611), there is no need for rules relating to the 
disposition of ``segregated'' security futures.
    OCC is also taking this opportunity to clarify in Rule 1105(d) 
that, where a charge is appropriately made against a market maker 
account, it will be made against that account and only any shortfall is 
to be charged against the Liquidating Settlement Account. This is not a 
substantive change as the rules and the provisions of the market maker 
account agreements have always been interpreted in this way.
8. New Chapter XIII
    Following past practice for new products, OCC is adding a new 
chapter to its Rules relating to security futures. Rule 1301 sets forth 
the method for determining the amount of variation payments, including 
the final variation payment. It is anticipated that variation 
settlement will be affected only once each business day and that OCC 
would respond to unusually large intraday price moves by requiring 
additional risk margin. However, the proposed rules will give OCC the 
flexibility to effect an additional, intraday variation settlement if 
OCC deems such payments to be appropriate in unusual market conditions 
or to allow OCC to coordinate its actions with those of other clearing 
organizations.
    Rule 1302 provides for delivery of stocks underlying physically-
settled security futures that have reached maturity. This is 
accomplished primarily by cross-reference to the rules in Chapter IX. 
Rule 1303 provides that ``associate clearinghouses'' may clear 
transactions in security futures through OCC on an omnibus basis on 
behalf of their members that are not clearing members of OCC. Associate 
clearinghouses will be treated like any other clearing member for most 
purposes under the rules. OCC anticipates that one or more futures 
clearing organizations will become associate clearinghouses of OCC. The 
agreements under which these associate clearinghouses will operate have 
not yet been negotiated. There is precedent for such arrangements, 
however, in that OCC had such a relationship with the clearinghouse for 
the European Options Exchange (``EOE'') as a time when OCC-issued 
options were traded on EOE.\7\
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    \7\ Securities Exchange Act Release No. 24832 (August 21, 1987), 
52 FR 32377. The Commission notes that the order required OCC to 
file with the Commission under Rule 19b-4 of the Act any new 
international market agreement. The Commission expects OCC to 
undertake the same obligation with regard to future operating 
agreements it makes with any associate clearinghouse.
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E. Amendments

1. August 13, 2001, Amendment Submission
    On August 13, 2001, OCC filed with the Commission several 
amendments to its proposed rule changes. OCC proposed changes to some 
definitions and added a new section to its By-Laws in effort to address 
risks related to clearing ``exchange for physical'' (``EFP'') 
transactions. OCC is reserving the right to reject such transactions in 
the event a clearing member that is a party to an EFP trade defaults on 
its

[[Page 45356]]

obligation to meet its initial variation payment on the contract.
    A number of provisions are being added to provide for flexibly 
structured security futures, including a definition of ``flexibly 
structrued'' in Article I of OCC's By-Laws. The definition of ``index 
value determinant'' is modified to cover index futures as well as index 
options and is therefore relocated to Article I of the By-Laws.
    OCC added a provision to Article V, Section 1 of the By-Laws 
stating that a clearing member registered as a broker-dealer under the 
notice registration provisions of Section 15(b)(11) of the Act may not 
clear transactions or carry positions in cleared securities other than 
securities futures.
    OCC added an interpretation following Article V, Section 1 to 
reflect OCC's policy to allow stock clearing members to clear 
physically settled stock futures and index clearing members to clear 
cash-settled stock futures and index futures without further conditions 
if they have such status on the day that OCC commences clearing 
security futures. OCC believes that this ``grandfathering'' is an 
appropriate accommodation to such clearing members and that additional 
requirements are not needed.
    OCC amended the new Sectio 3(f) of Article VI, Section 3 of the By-
Laws to make explicit that funds and assets held by OCC with respect to 
the segregated futures account will be held in accordance with 
applicable provisions of the CEA and regulations of the CFTC 
thereunder.
    At the request of the CFTC, OCC also added an interpretation 
following Rule 301. The interpretation merely notes applicable 
requirements under the CEA and does not represent any substantive 
change.
    Rule 401 is being amended to provide that an exchange transaction 
in security futures may be identified by a security futures market in a 
report of matched trades as constituting a block trade or an EFP. The 
purpose of identifying trades in this way is to permit the security 
futures markets and clearing members to comply with the applicable 
provisions of the CEA and CFTC regulations and the rules of the 
security futures markets.
    Included within its amendments, OCC filed with the Commission the 
security futures clearing agreement it proposes to enter into with the 
Nasdaq LIFFE, LLC (``NLX''). The agreement is functionally similar to 
the Restated Participant Exchange Agreement entered into between OCC 
and the exchanges that clear options through OCC, but it omits 
requirements relating to options registration and disclosure that do 
not apply to security futures. OCC anticipates that it will enter into 
substantially similar agreements with other markets for which it clears 
securities futures transactions and will file these agreements with the 
Commission when they have been negotiated.
    OCC also filed with the Commission a revised form for use by an 
appointing clearing member that wants to appoint or that has an 
appointed clearing member to act for it in effecting settlements of 
underlying securities. OCC also filed a revised form for use by a 
Canadian clearing member that wants to appoint or that has appointed 
the Canadian Depository for Securities, Limited to act for it in 
effecting settlements of underlying securities. These forms have been 
amended merely to make them applicable to security futures.
2. August 17, 2001, Amendment Submission
    On August 17, 2001, OCC filed with the Commission a third amendment 
to its proposed rule change. The main purpose of this amendment is to 
allow OCC to treat block trades in the same manner as it does EFP 
transactions due to the similar risks that both types of transactions 
present to OCC. Block trades are now referenced in OCC's definition of 
``commencement time,'' and OCC will be allowed to reject a block trade 
in the event a clearing member that is a party to a block trade on its 
obligation to meet its initial variation payment on the contract. In 
addition, the amendment corrected certain non-substantive marking 
errors that were contained in OCC's original filing.

III. Discussion

    Section 19(b)(2)(B) of the Act directs the Commission to approve a 
proposed rule change of a self-regulatory organization if it finds that 
such proposed rule change is consistent with the requirements of the 
Act and the rules and regulations thereunder applicable to such 
organization. For the reasons set forth below, the Commission believes 
that OCC's proposed rule change is consistent with OCC's obligations 
under Section 17A(b)(3)(F) which requires that the rules of a clearing 
agency be designed to promote the prompt and accurate clearance and 
settlement of securities transactions.\8\
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    \8\ 15 U.S.C. 78q-1(b)(3)(F).
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    In SR-OCC-2001-05 the Commission approved OCC's proposed rule 
change amending its By-Laws to allow it to clear and settle security 
futures effected on any national securities exchange or association 
registered under Section 6(a) or 15A(a) of the Act or on any 
``designated contract market'' that is registered as a national 
securities exchange under Section 6(g) of the Act. The Commission's 
order stated that OCC would need to file a complete set of rules for 
clearing security futures before providing clearance and settlement 
services for those markets when trading in security futures begins on 
August 21, 2001. OCC's current proposed rule change is that complete 
set of rules.
    The Commission believes OCC's proposed rule change is consistent 
with Section 17A(b)(3)(F) of the Act in that it should facilitate the 
prompt and accurate clearance and settlement of transactions in 
security futures by providing an efficient and reliable clearing 
facility with a comprehensive set of rules governing the clearance and 
settlement of these instruments.
    The Commission finds good cause for approving the proposed rule 
change prior to the thirtieth day after the date of publication of 
notice of the filing because approval prior to the thirtieth day after 
the date of publication of the notice of the filing will permit OCC to 
be ready to clear security futures on August 21, 2001, the date that 
principal-to-principal trading of security futures can begin under the 
CFMA. The Commission is approving the proposed rule change prior to the 
expiration of the comment period in order to permit OCC to be ready to 
clear security futures on August 21, 2001, the date that principal-to-
principal trading of security futures can begin under the CFMA.

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
in particular 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-OCC-2001-07) be and hereby 
is approved.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-21652 Filed 8-27-01; 8:45 am]
BILLING CODE 8010-01-M