[Federal Register Volume 68, Number 51 (Monday, March 17, 2003)]
[Rules and Regulations]
[Pages 12780-12783]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-6241]



[[Page 12779]]

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Part III





Securities and Exchange Commission





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17 CFR Parts 200 and 240



Customer Protection--Reserves and Custody of Securities; Delegation of 
Authority to the Director of the Division of Market Regulation; Final 
Rule

  Federal Register / Vol. 68, No. 51 / Monday, March 17, 2003 / Rules 
and Regulations  

[[Page 12780]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200 and 240

[Release No. 34-47480; File No. S7-20-02]
RIN 3235-AI51


Customer Protection--Reserves and Custody of Securities; 
Delegation of Authority to the Director of the Division of Market 
Regulation

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission is adopting an 
amendment to its broker-dealer customer protection rule. Currently, 
broker-dealers are required to provide cash, U.S. Treasury bills or 
notes, or irrevocable bank letters of credit as collateral when 
borrowing securities from customers. The amendment allows the 
Securities and Exchange Commission to expand the categories of 
permissible collateral by order. In addition, the Securities and 
Exchange Commission is adopting a rule amendment delegating authority 
to the Director of the Division of Market Regulation to issue such 
orders.

EFFECTIVE DATE: April 16, 2003.

FOR FURTHER INFORMATION CONTACT: Michael A. Macchiaroli, Associate 
Director, 202/942-0131; Thomas K. McGowan, Assistant Director, 202/942-
4886; or Randall W. Roy, Special Counsel, 202/942-0798, Division of 
Market Regulation, Securities and Exchange Commission, 450 Fifth 
Street, NW., Washington, DC 20549-1001.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission is 
adopting amendments to rule 15c3-3 \1\ under the Securities Exchange 
Act of 1934 (``Exchange Act'') and rule 30-3 \2\ of its Rules of 
Organization and Program Management.
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    \1\ 17 CFR 240.15c3-3.
    \2\ 17 CFR 200.30-3.
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I. Discussion

A. Introduction

    On June 10, 2002, the Securities and Exchange Commission 
(``Commission'') proposed amending its broker-dealer customer 
protection rule, rule 15c3-3, and one of its authority delegation 
rules, rule 30-3.\3\ The proposed amendments would allow the Commission 
to expand the categories of collateral broker-dealers may pledge when 
borrowing customer securities.\4\ Today, the Commission is adopting the 
amendments.
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    \3\ See Exchange Act Release No. 34-46019 (June 3, 2002), 67 FR 
39642 (June 10, 2002).
    \4\ The Commission proposed amendments to rule 15c3-3 to add 
certain categories of collateral in 1989. See Exchange Act Release 
No. 26608 (March 8, 1989), 54 FR 10680 (March 15, 1989). The 
Commission did not adopt the proposed amendments.
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    The amendment to rule 15c3-3 provides that broker-dealers may 
pledge such collateral as the Commission designates by order after 
giving consideration to the collateral's liquidity, volatility, market 
depth, and location, and the issuer's creditworthiness. This will give 
the Commission greater flexibility to impose conditions on the pledging 
of certain collateral to account for differences among collateral 
types. This flexibility will permit the establishment of safeguards 
designed to ensure that the rule's objective--the receipt of full 
collateral by customers--is not compromised. The amendment also will 
allow for a wider range of broker-dealer assets to be deemed 
permissible collateral, thereby adding liquidity to the securities 
lending markets and lowering borrowing costs for broker-dealers. The 
amendment to rule 30-3 will allow the Commission to react sooner to 
changes in the securities lending markets.

B. Background

    The Commission adopted rule 15c3-3 in 1972 in response to a 
congressional directive to create rules regarding, among other things, 
the acceptance, custody, and use of customer securities.\5\ The rule 
requires broker-dealers to take steps to protect the securities that 
customers leave in their custody. These steps include the requirement 
that broker-dealers promptly obtain and thereafter maintain possession 
or control of all ``fully paid'' \6\ and ``excess-margin'' \7\ 
securities carried for the accounts of customers \8\ (``customer 
securities''). The possession or control requirement is designed to 
ensure that broker-dealers do not put customers at risk by borrowing 
their securities to expand or otherwise further the broker-dealer's 
proprietary activities.
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    \5\ Exchange Act Release No. 9856 (Nov. 10, 1972).
    \6\ Subparagraph (a)(3) of rule 15c3-3 defines ``fully paid 
securities'' as securities carried in any type of account for which 
the customer has made a full payment.
    \7\ Subparagraph (a)(5) of rule 15c3-3 defines ``excess margin 
securities'' as securities having a market value in excess of 140% 
of the amount the customer owes the broker-dealer and which the 
broker-dealer has designated as not constituting margin securities.
    \8\ Subparagraph (a)(1) of rule 15c3-3 defines the term 
``customer.'' Generally, a customer is any person from whom or on 
whose behalf the broker-dealer has received or acquired securities 
for such person's securities account. The definition does not 
include general partners, directors, or principals of the broker-
dealer, or other broker-dealers to the extent of they have 
proprietary accounts at the broker-dealer.
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    Paragraph (b)(3) of rule 15c3-3 sets forth conditions under which 
broker-dealers may borrow fully paid or excess margin securities from 
customers for their own use without violating the rule's possession or 
control requirement. These conditions include the requirement that 
broker-dealers and their lending customers enter into written 
agreements that (1) set forth the basis of compensation for the loans 
as well as the rights and liabilities of the parties in the borrowed 
securities, (2) require the broker-dealers to provide the lenders with 
schedules of the securities actually borrowed, (3) require the broker-
dealers to provide the lenders with, at least, 100% collateral 
consisting exclusively of cash, United States Treasury bills and notes, 
or an irrevocable letter of credit issued by a bank, and (4) contain a 
prominent notice that the provisions of the Securities Investor 
Protection Act of 1970 \9\ may not protect the lenders with respect to 
the securities loan transactions.\10\ Moreover, the loaned securities 
and pledged collateral must be marked to market daily, and additional 
collateral posted if necessary to maintain the 100% collateralization 
requirement.\11\ These requirements are designed so that borrowings of 
customer securities remain fully collateralized for the term of the 
loan.
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    \9\ 15 U.S.C. 78aaa et seq.
    \10\ Rule 15c3-3(b)(3).
    \11\ Rule 15c3-3(b)(3)(iii).
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C. Proposing Release and Comments

    In addition to the collateral types currently permitted, the 
amendment to rule 15c3-3 would allow broker-dealers to pledge such 
other collateral as the Commission designates by order after giving 
consideration to the collateral's liquidity, volatility, market depth 
and location, and the issuer's creditworthiness. The relative weight 
given these factors will vary on a case-by-case basis. The Commission's 
orders may impose limitations and conditions on the use of a particular 
type of collateral depending on its characteristics. This will further 
the rule's goal of providing customers with full collateral while their 
loans remain outstanding.
    The Commission received three comment letters in response to the 
proposing release--one from a broker-dealer that engages in borrowings 
of customer securities,\12\ one from a bank

[[Page 12781]]

that lends its clients' securities to broker-dealers,\13\ and a joint 
letter from two trade associations, which collectively represent 
broker-dealers, mutual fund companies and banks.\14\ All three 
expressed support for the proposed amendment.\15\
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    \12\ Letter from Morgan Stanley & Co., dated August 7, 2002 
(``Morgan Stanley letter'').
    \13\ Letter from State Street Bank and Trust Company, dated July 
31, 2002 (``State Street letter'').
    \14\ Letter from The Bond Market Association, and Securities 
Industry Association, dated July 25, 2002 (``Associations letter'').
    \15\ See Morgan Stanley letter (``We strongly support the 
proposed amendments to rule 15c3-3 and urge the Commission to adopt 
them without delay.''); State Street letter (``State Street strongly 
supports and welcomes the Proposed Amendment.''); Associations 
letter (``The Associations fully support the Commission's proposed 
amendment.'').
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    In the proposing release, the Commission requested comment on 
whether authority to issue orders should be delegated to the Division. 
Two commenters provided comments on this proposal. Both expressed 
support for such a delegation of authority.\16\
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    \16\ See Morgan Stanley letter (``[Delegation] will enable the 
Commission to be more responsive to short-term market conditions--
including liquidity crises and settlement failures--as well as 
longer-term developments, such as evolving approaches to risk 
management and tightening settlement periods.''); State Street 
letter (``State Street also supports and welcomes the delegation of 
the Commission's authority to the Division of Market Regulation.'').
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    The Commission identified in the proposing release categories of 
collateral being considered for an order should the amendment to rule 
15c3-3 become effective.\17\ It also set forth certain conditions for 
the use of these collateral types. The Commission sought comment on 
whether the collateral and conditions were appropriate. All commenters 
supported the issuance of such an order.\18\ The Commission intends to 
issue an order exempting these collateral types after the amendment 
becomes effective.
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    \17\ The categories of collateral identified in the proposing 
release were: ``Government securities'' as defined in sections 
3(a)(42)(A) and (B) of the Exchange Act; certain ``government 
securities'' meeting the definition in section 3(a)(42)(C) of the 
Exchange Act; securities issued or guaranteed by certain 
Multilateral Development banks; ``mortgage related securities'' as 
defined in section 3(a)(41) of the Exchange Act; certain negotiable 
certificates of deposit and bankers acceptances; foreign sovereign 
debt securities; foreign currency; and certain corporate debt 
securities.
    \18\ See Morgan Stanley letter (``Morgan Stanley also supports 
prompt issuance of the Commission's proposed order. Permitting the 
assets described in the order to be used as collateral for 
securities borrowing transactions would not, in our view, undermine 
in any way the Commission's customer protection objectives.''). 
State Street letter; Associations letter (``[T]he conditions 
specified for each of the collateral types are appropriate to meet 
the goal of ensuring that borrowings of customer securities remain 
fully collateralized.'').
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    The Commission also sought comment on whether institutional lenders 
of securities should be allowed to negotiate collateral agreements 
other than those required by rule 15c3-3. Two of the commenters 
responded that the Commission should consider whether the minimum 
requirements are necessary for certain narrowly defined institutional 
customers. However, they also urged the Commission to act quickly on 
the amendment as proposed and not let such consideration delay its 
adoption.\19\ They suggested that any changes to address institutional 
lenders be accomplished through separate orders or rulemakings. Due to 
the complexities of the issue and in order to act expeditiously on the 
proposed amendment, further consideration of any change to the 
collateral requirements for institutional lenders will be addressed by 
subsequent Commission action.
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    \19\ See State Street letter; Associations letter.
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D. Final Rule

    The Commission is adopting a final rule amendment substantially in 
the form proposed in the proposing release.\20\ The amendment adds 
language to paragraph (b)(3) of rule 15c3-3 providing that broker-
dealers may pledge ``such other collateral as the Commission designates 
as permissible by order as necessary or appropriate in the public 
interest and consistent with the protection of investors after giving 
consideration to the collateral's liquidity, volatility, market depth 
and location, and the issuer's creditworthiness.'' This is in addition 
to the categories of collateral (cash, U.S. treasury bills and notes, 
and bank letters of credit) currently permitted.
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    \20\ After the rule becomes effective, the Commission will 
consider whether to issue an order similar to the draft order 
included in the proposing release. See footnote 18 and accompanying 
text.
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II. Paperwork Reduction Act

    The Commission stated in the proposing release that the amendment 
will not require a new collection of information. The amendment does 
not alter the range of collateral that a broker-dealer can pledge when 
borrowing customer securities, but instead amends the rule to establish 
criteria that the Commission will consider when issuing an order 
allowing additional collateral. The comment letters did not disagree 
with this assessment. In connection with rule 15c3-3, the Commission 
previously submitted to the Office of Management and Budget, pursuant 
to the Paperwork Reduction Act, a request for approval and received an 
OMB control number for the rule, OMB control number 3235-0078.

III. Costs and Benefits of the Rule Amendments

    In the proposing release, the Commission requested comment on the 
costs and benefits of the amendment to rule 15c3-3. The Commission 
estimated that the primary benefits of the amendment would be lowered 
borrowing costs and increased liquidity in the securities lending 
markets. All three commenters concurred with this estimate.\21\ Two 
commenters also pointed out that the amendment will increase their 
ability to compete in foreign securities markets.\22\
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    \21\ See Morgan Stanley letter (``[T]he ability to use these new 
types of collateral will provide substantially greater flexibility 
and reduced borrowing costs for U.S. broker-dealers, as well as 
increased liquidity in the securities markets.''); State Street 
letter (``[T]he prompt issuance of the Final Rule and Collateral 
Orders will facilitate and promote efficient securities markets, 
decrease costs, increase competition and enhance the liquidity of 
securities markets.''); Associations letter (``The Associations 
believe that these collateral types would materially increase 
liquidity and decrease borrowing costs * * *'').
    \22\ See Morgan Stanley letter; Associations letter.
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    The Commission estimated that there would not be any direct costs 
associated with the amendment because of its deregulatory nature. The 
Commission did not receive any comments on this estimate.

A. Benefits

    The primary benefits of the amendment should be lowered borrowing 
costs and increased liquidity in the securities lending markets, and 
greater opportunity for U.S. firms to compete abroad. The current 
collateral requirements in rule 15c3-3 make it more economical for 
broker-dealers to borrow securities from other broker-dealers (which 
are not customers) since customers must be provided with a limited 
range of collateral. In such a case, the broker-dealer would be limited 
to borrowing the securities from broker-dealers agreeable to accepting 
another type of collateral. Expanding the categories of collateral will 
increase the supply of eligible lenders, which should decrease costs as 
a consequence of greater competition.
    On the other side, customers will have the opportunity to enter 
into more lending transactions with broker-dealers. This will allow 
them to earn the fees associated with such transactions and thereby 
realize greater returns on their securities portfolios. The increased 
opportunities to borrow and lend securities should add liquidity to the 
securities lending markets.

[[Page 12782]]

B. Costs

    There should not be any direct costs associated with the amendment. 
It will have no impact on broker-dealers that do not borrow customer 
securities or customers that do not lend securities. For those who 
participate in such transactions, the amendment is not imposing any 
changes as to how they must be structured. As described above, it will 
provide greater opportunities; however, it also maintains the status 
quo, and therefore, broker-dealers and customers do not have to avail 
themselves of these new opportunities. Broker-dealers can continue to 
pledge the types of collateral currently allowed under the rule and, 
while new categories of collateral may have risk characteristics that 
differ from those applicable to currently permitted collateral, 
customers could choose not to accept new categories of collateral.

IV. Effects on Competition, Efficiency, and Capital Formation

    Section 3(f) of the Exchange Act requires the Commission, when 
engaged in rulemaking where it is required to consider or determine 
whether an action is necessary or appropriate in the public interest, 
to consider whether the action would promote efficiency, competition, 
and capital formation. Section 23(a)(2) of the Exchange Act requires 
the Commission to consider the impact on competition of any rule 
proposed under that Act. In addition, the law requires that the 
Commission not adopt any rule that would impose a burden on competition 
not necessary or appropriate in the furtherance of the purposes of the 
Exchange Act.
    The Commission stated in the proposing release, and continues to 
believe, that the proposed amendment should improve efficiency, 
competition, and capital formation by adding liquidity to the 
securities lending markets, lowering the costs of borrowing securities, 
and providing investors with the opportunity to realize greater returns 
on their securities portfolios. All commenters agreed that the 
amendment would increase liquidity and lower borrowing costs.\23\ In 
addition, the Commission stated that the amendment should have no 
anticompetitive effects not necessary or appropriate in furtherance of 
the purposes of the Act because it will apply equally to all broker-
dealers. The Commission did not receive any comments on this assessment 
of the possibility of anticompetitive effects. Therefore, the 
Commission believes that the amendment should have no anticompetitive 
effects not necessary or appropriate in furtherance of the purposes of 
the Act.
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    \23\ Id.
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V. Regulatory Flexibility Act Certification

    Section 3(a) of the Regulatory Flexibility Act \24\ requires an 
agency to undertake an initial regulatory flexibility analysis of the 
effects of proposed rules and rule amendments on small entities, unless 
the agency certifies that the rules and rule amendments, if adopted, 
would not have a significant economic impact on a substantial number of 
small entities.\25\ The Chairman of the Commission has certified that 
the amendment to rule 15c3-3 would not have a significant economic 
impact on a substantial number of small entities.\26\ The final 
amendment is identical to the proposed amendment. Accordingly, there 
have been no changes to the proposal that would alter the basis upon 
which the certification was made.
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    \24\ 5 U.S.C. 603(a).
    \25\ 5 U.S.C. 605(b).
    \26\ See Proposing Release, 67 FR 39643, Appendix A.
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VI. Amendment to Rule 30-3

    The Commission has adopted an amendment to rule 30-3 of its rules 
of Organization and Program Management governing delegations of 
authority to the Director of the Division of Market Regulation 
(``Director'').\27\ The amendment divides paragraph (a)(10) of rule 30-
3 into two paragraphs, (a)(10)(i) and (ii). Paragraph (a)(10)(i) now 
contains the previously existing delegation of authority in paragraph 
(a)(10), which authorizes the Director to find and designate certain 
broker-dealer accounts as control locations for the purposes of 
paragraph (c)(7) of rule 15c3-3.\28\ Paragraph (a)(10)(ii) contains a 
new delegation authorizing the Director, under section 36(a) of the 
Exchange Act, to exempt types of collateral from certain requirements 
in paragraph (b)(3) of rule 15c3-3, provided the collateral exempted by 
the Division has similar characteristics to collateral previously 
exempted by the Commission.
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    \27\ 17 CFR 200.30-3.
    \28\ 17 CFR 240.15c3-3.
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    Section 36(a) provides, in pertinent part, that the Commission may 
by rule, regulation or order exempt any classes of persons, securities 
or transactions from any rule or regulation under the Exchange Act, 
provided the exemption is necessary or appropriate in the public 
interest and is consistent with the protection of investors. The 
Commission is delegating to the Director its exemptive authority 
pursuant to section 36(a) for the limited purpose of exempting 
collateral types from certain requirements set forth in paragraph 
(b)(3) of rule 15c3-3.
    The delegation of authority to the Director is intended to conserve 
Commission resources by permitting the staff to review and act on 
exemptive applications under section 36(a) when appropriate. 
Nevertheless, the staff may submit matters to the Commission for 
consideration as it deems appropriate. In addition, under section 4A(b) 
of the Exchange Act, the Commission retains discretionary authority to 
review, upon its own initiative or upon application by a party 
adversely affected, any exemption granted or denied by the Division 
pursuant to delegated authority. Information concerning the filing of 
exemptive relief applications can be found in Release No. 34-39624; 
rule 240.0-12, 17 CFR 240.0-12.
    The Commission finds, in accordance with the Administrative 
Procedure Act, 5 U.S.C. 553(b)(3)(A), that this amendment to rule 30-3 
relates solely to agency organization, procedure, or practice. 
Accordingly, notice and opportunity for public comment, as well as 
publication 30 days before its effective date are unnecessary. Because 
notice and comment are not required for this final rule, a regulatory 
flexibility analysis is not required under the Regulatory Flexibility 
Act.
    The amendment to rule 30-3 does not contain any collection of 
information requirements as defined by the Paperwork Reduction Act of 
1995 as amended. In addition, it will not impose any costs on the 
public.

VII. Statutory Authority

    The amendments are made pursuant to authority conferred on the 
Commission by the Exchange Act, including sections 15(c)(3), 23(a) and 
36.

List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Authority delegations 
(government agencies), Organization and functions (government 
agencies).

17 CFR Part 240

    Broker-dealers, Reporting and recordkeeping requirements, 
Securities.

Text of Rule Amendments

    In accordance with the foregoing, the Commission amends title 17, 
chapter II of the Code of Federal Regulations as follows:

[[Page 12783]]

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND 
REQUESTS

Subpart A--Organization and Program Management

    1. The authority section for Part 200, subpart A, continues to 
read, in part, as follows:

    Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 78mm, 79t, 
77sss, 80a-37, 80b-11, unless otherwise noted.


    2. Section 200.30-3 is amended by revising paragraph (a)(10) to 
read as follows:


Sec.  200.30-3  Delegation of authority to Director of Division of 
Market Regulation.

* * * * *
    (a) * * *
    (10) (i) Pursuant to Rule 15c3-3 (Sec.  240.15c3-3 of this chapter) 
to find and designate as control locations for purposes of Rule 15c3-
3(c)(7) (Sec.  240.15c3-3(c)(7) of this chapter) certain broker-dealer 
accounts which are adequate for the protection of customer securities.
    (ii) Pursuant to section 36(a) of the Act (15 U.S.C. 78mm(a)) to 
review and, either unconditionally or on specified terms and 
conditions, grant or deny exemptions from the collateral requirements 
of paragraph (b)(3) of Rule 15c3-3 of the Act (Sec.  240.15c3-3 of this 
chapter) for a type of collateral after concluding that the 
characteristics of such collateral are substantially comparable to the 
characteristics of a type of collateral previously exempted by the 
Commission.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

    3. The authority citation for Part 240 continues to read as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4, and 80b-11, unless otherwise noted.
* * * * *

    4. Section 240.15c3-3 is amended by removing the authority citation 
following Sec.  240.15c3-3 and revising paragraph (b)(3)(iii) to read 
as follows:


Sec.  240.15c3-3  Customer protection--reserves and custody of 
securities.

* * * * *
    (b) Physical possession or control of securities. * * *
    (3) * * *
    (iii) Specifies that the broker or dealer:
    (A) Must provide to the lender, upon the execution of the agreement 
or by the close of the business day of the loan if the loan occurs 
subsequent to the execution of the agreement, collateral, which fully 
secures the loan of securities, consisting exclusively of cash or 
United States Treasury bills and Treasury notes or an irrevocable 
letter of credit issued by a bank as defined in section 3(a)(6)(A)-(C) 
of the Act (15 U.S.C. 78c(a)(6)(A)-(C)) or such other collateral as the 
Commission designates as permissible by order as necessary or 
appropriate in the public interest and consistent with the protection 
of investors after giving consideration to the collateral's liquidity, 
volatility, market depth and location, and the issuer's 
creditworthiness; and
    (B) Must mark the loan to the market not less than daily and, in 
the event that the market value of all the outstanding securities 
loaned at the close of trading at the end of the business day exceeds 
100 percent of the collateral then held by the lender, the borrowing 
broker or dealer must provide additional collateral of the type 
described in paragraph (b)(3)(iii)(A) of this section to the lender by 
the close of the next business day as necessary to equal, together with 
the collateral then held by the lender, not less than 100 percent of 
the market value of the securities loaned; and
* * * * *

    By the Commission.

    Dated: March 11, 2003.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-6241 Filed 3-14-03; 8:45 am]
BILLING CODE 8010-01-P