[Federal Register Volume 63, Number 37 (Wednesday, February 25, 1998)]
[Notices]
[Pages 9622-9623]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-4758]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-39680; File No. SR-PCX-97-49]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change by the Pacific Exchange, Inc. Relating to Margin and Net Capital
Requirements for Joint Back Office Participants and Clearing Firms
February 18, 1998.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on December 18, 1997, the
Pacific Exchange, Inc. (``PCX'' or ``Exchange'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change as described in Items I, II, and III below, which Items have
been prepared by the Exchange. The Commission is publishing this notice
to solicit comments on the proposed rule change from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange seeks to amend Exchange Rule 2.16(c)(5) and adopt a
new Exchange Rule 2.16(c)(6) to establish margin and net capital
requirements for joint Back Office (``JBO'') participants and clearing
firms.
The text of the proposed rule change is available at the Office of
the Secretary, the Exchange, and at the Commission.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to revise Exchange Rule 2.16(c)(5) and adopt
a new Exchange Rule 2.16(c)(6) to establish margin and net capital
requirements for JBO participants and clearing firms. JBO arrangements
permit a participating broker-dealer to be deemed self-clearing for
margin purposes and entitle the participating broker-dealer to good
faith credit. Pursuant to Regulation T, a JBO participant must maintain
an ownership interest in the JBO clearing firm.\2\
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\2\ Regulation T, ``Credit by Brokers and Dealers,'' requires
that a JBO clearing firm be ``a clearing and servicing broker or
dealer owned jointly or individually by other [broker-dealers].'' 12
CFR 220.11(a)(2). The Board of Governors of the Federal Reserve
System issued Regulation T pursuant to the Act.
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In recent amendments to Regulation T, the Board of Governors of the
Federal Reserve System (``FRB'') placed its reliance on the authority
of self-regulatory organizations (``SROs'') to ensure that
reasonableness of JBO arrangements.\3\ When the provision permitting
JBO arrangements was first adopted, the FRB assumed there would be a
reasonable relationship between the good faith credit extended to a JBO
participant and its ownership interest in the clearing firm. However,
because Regulation T does not provide an ownership standard, good faith
credit has been extended to ``owners'' maintaining only a nominal
interest in a clearing firm.
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\3\ See Board of Governors of the Federal Reserve System Docket
No. R-0772 (Apr. 26, 1996), 61 FR 20386 (May 6, 1996).
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In conjunction with other SROs and representatives from the
securities industry, the Exchange has established standards for JBO
participants and clearing firms. These standards will permit the
extension of good faith credit to clearing firm ``owners'' only when
the owners maintain meaningful assets on deposit with the JBO clearing
firm, and the clearing firm maintains sufficient net capital and risk
control procedures to carry such accounts. The Exchange's proposed rule
change would establish the following requirements:
(a) Broker-Dealer Accounts. The Exchange proposes to adopt a new
Exchange Rule 2.16(c)(6)(A) that would permit a member organization to
carry the proprietary account of another broker-dealer that is
registered with the
[[Page 9623]]
Commission, upon a margin basis that is satisfactory to both parties,
provided the requirements of Regulation T are adhered to and the
account is not carried in a deficit equity condition. The rule would
specify that the amount of any deficiency between the equity maintained
in the account and the haircut requirements of Commission Rule 15c3-1
(``Rule 15c3-1'') shall be deducted in computing the net capital of the
member organization under the Exchange's capital requirements.
(b) JBO Arrangements. The Exchange also proposes to adopt a new
Exchange Rule 2.16(c)(6)(B) which will provide that an arrangement may
be established between two or more registered broker-dealers pursuant
to Regulation T to form a JBO arrangement for carrying and clearing, or
carrying accounts of participating broker-dealers. Member organizations
must provide written notification to the Exchange prior to establishing
a JBO.
The proposed rule change also sets forth certain requirements that
a carrying and clearing, or carrying member organization must satisfy.
First, the member organization must maintain a minimum tentative net
capital \4\ of $25 million as computed pursuant to Rule 15c3-1, except
that a member organization whose primary business consists of the
clearance of options market-maker accounts, may carry JBO accounts
provided that it maintains a minimum net capital of $10 million as
computed pursuant to Rule 15c3-1. Second, the member organization must
include in its ration of gross options market maker deductions to net
capital required by the provisions of Rule 15c3-1, gross deductions for
JBO participant accounts. Clearance of options market maker accounts
shall be deemed to be a broker-dealer's primary business if a minimum
of 60% of the aggregate deductions in the above ratio are options
market maker deductions. Third, the member organization must maintain a
written risk analysis methodology for assessing the amount of credit
extended to participating broker-dealers which shall be made available
to the Exchange upon request. Fourth, the member organization must
deduct from net capital haircut requirements pursuant to Rule 15c3-1 in
excess of the equity maintained in the accounts of participating
broker-dealers.
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\4\ The term ``tentative net capital'' generally refers to a
member firm's net capital before the application of haircuts and
undue concentration deductions.
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In addition, the proposed rule change specifies that a
participating broker-dealer must: (a) Be a registered broker-dealer
subject to Rule 15c3-1; (b) maintain an ownership interest in the
carrying/clearing member organization pursuant to Regulation T, Section
220.11; and (c) maintain a minimum liquidating equity of $1 million in
the JBO arrangement exclusive of the ownership interest established in
(b) above. When the minimum liquidating equity decreases below the $1
million requirement, the participant must deposit an amount sufficient
to eliminate this deficiency within 5 business days or become subject
to margin requirements pursuant to the other provisions of Exchange
Rule 2.16, ``Margin Requirements.''
(c) Specialist's Accounts. The proposed rule change also modifies
Exchange Rule 2.16(c)(5)(A) to revise the manner in which debit items
to a carrying member firm's net capital are calculated. Currently, the
amount of any deficiency between the margin deposited by a specialist
and the margin required by Exchange Rule 2.16 is considered as debit
item in the computation of the net capital of the carrying member firm.
Under the proposed rule change, the debit item would consist of the
amount of any deficiency between the margin deposited by a specialist
and the haircut requirements of Rule 15c3-1. The proposed rule change
would make the identical modification to Exchange Rule 2.16(c)(5)(B) to
apply to the situation where joint accounts are carried by a member
firm for specialists, and the member firm participates in such joint
accounts.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
Section 6(b) of the Act,\5\ in general, and furthers the objectives of
Section 6(b)(5),\6\ in particular, in that it is designed to perfect
the mechanism of a free and open market and a national market system,
and to protect investors and the public interest.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does no believe the proposed rule change will impose
any inappropriate burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
The Exchange did not solicit or receive written comments with
respect to the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding, or (ii) as to
which the Exchange consents, the Commission will:
(A) By order approve such proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of the submissions, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any persons, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for inspection and copying in the
Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such filing will also be available
for inspection and copying at the principal office of the Exchange. All
submissions should refer to File No. SR-PCX-97-49 and should be
submitted by March 18, 1998.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\7\
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\7\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-4758 Filed 2-24-98; 8:45 am]
BILLING CODE 8010-01-M
