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[Federal Register: June 11, 1997 (Volume 62, Number 112)]
[Rules and Regulations]
[Page 31708-31713]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11jn97-4]

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COMMODITY FUTURES TRADING COMMISSION

17 CFR Part 190


Distribution of Customer Property Related to Trading on the
Chicago Board of Trade--London International Financial Futures and
Options Exchange Trading Link

AGENCY: Commodity Futures Trading Commission.

ACTION: Final rules.

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SUMMARY: The Commodity Futures Trading Commission (``Commission'') has
adopted an additional amendment to Appendix B of its bankruptcy rules
to govern the distribution of property where the debtor is a futures
commission merchant (``FCM'') that maintains customer accounts that
carry

[[Page 31709]]

or trade positions in Designated Chicago Board of Trade (``CBT'')
Contracts at London International Financial Futures and Options
Exchange (``LIFFE'') or Designated LIFFE Contracts at CBT (``Link
Accounts'') as well as non-Link accounts. This new distributional
framework is intended to assure that non-Link customers of such an FCM
would not be adversely affected by a shortfall in Section 4d(2)
segregated funds caused by the operation of the Link.\1\
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    \1\ The proposal to establish a Link arrangement between CBT and
LIFFE was approved by the Commission on May 6, 1997.
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EFFECTIVE DATE: June 11, 1997.


FOR FURTHER INFORMATION CONTACT: Lois J. Gregory, Attorney, Division of
Trading and Markets, Commodity Futures Trading Commission, Three
Lafayette Centre, 1155 21st Street, N.W., Washington, D.C. 20581.
Telephone: (202) 418-5483.

SUPPLEMENTARY INFORMATION:

I. Introduction

    On April 22, 1997, the Commission published a proposed amendment to
Appendix B of its bankruptcy rules to govern the distribution of
property where the debtor is an FCM that maintains customer accounts
that carry or trade positions in Link accounts as well as non-Link
accounts, and allowed 15 days for comment thereon.\2\ The Commission
received one written comment in response to the proposal, from the
Chicago Mercantile Exchange (``CME''), which expressed its view that it
does not want the same approach automatically applied to linkage
arrangements CME may develop with other exchanges. The Commission has
considered this comment and has determined to adopt the additional
amendment to Appendix B of its bankruptcy rules as it was proposed. The
new Framework 2 governs the distribution of customer property related
to trading on the CBT-LIFFE Link, specifically.
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    \2\ 62 FR 19530
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II. Trading in Link Contracts

    The CBT, LIFFE and their respective clearing houses have commenced
operation of a trading link (Link) whereby Designated CBT Contracts \3\
are traded on LIFFE, initially cleared by the London Clearing House
Limited (``LCH''), and transferred to the Board of Trade Clearing
Corporation (``BOTCC''), and Designated LIFFE Contracts \4\ are traded
on the CBT, initially cleared by BOTCC and transferred to LCH.
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    \3\ Designated CBT Contracts currently consist of U.S. Treasury
Bond futures and futures options. At a later date, it is anticipated
that 10 year U.S. Treasury Note futures and futures options and 5
year U.S. Treasury Note futures and futures options will be added.
    \4\ Designated LIFFE Contracts currently consist of German
Government Bond futures and futures options. At a later date, it is
anticipated that British Gilt futures and futures options and
futures options on the Italian Government Bond will be added.
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    In the case of Designated CBT Contracts traded on LIFFE, the U.S.
FCM maintains a customer omnibus account with a LIFFE clearing member.
Each day, LCH marks futures positions to a closing price, pays to and
collects from the LIFFE clearing member the difference between trade
price and mark price, pays and collects option premiums and, at the
request of the LIFFE clearing member, nets positions prior to their
transfer to BOTCC at approximately 10:00 a.m. Chicago time. Bank
settlement commitments are required in response to instructions for
Link variation obligations on trade date (``T''), with payment made to
LCH on the next day (``T+1''). Also, if the CBT is closed for a
holiday, LCH will hold positions in Designated CBT Contracts overnight
and can call for margin. Property of the customers of the U.S. FCM that
accrues to such customers as the result of such trades or contracts
prior to their transfer to BOTCC or which is deposited to margin,
guarantee or secure trades or contracts in Designated CBT Contracts at
LIFFE is deemed to be ``Link property.'' During the interval before
transfer back from LCH to BOTCC, Link property at LCH may for
operational purposes be held in a foreign depository consistent with
CFTC Advisory 87-5.\5\
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    \5\ Comm. Fut. L. Rep., para. 23,997 (December 3, 1987).
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    In the case of Designated LIFFE Contracts traded on CBT, property
received by the U.S. FCM to margin, secure or guarantee trades is
included in the foreign futures and foreign options secured amount,
pursuant to Commission Regulation 30.7. The Commission granted BOTCC
its request for a no action position to permit certain excess foreign
currency contained in such secured amount account and separately
accounted for at the clearing organization to be used by FCM clearing
members to meet original margin requirements for U.S. contracts under
Section 4d(2) of the Act. Such excess property held in a combined BOTCC
account but applied to margin requirements for U.S. contracts as
Section 4d(2) property is also treated as ``Link property'' under
Appendix B.
    To the extent that positions in Designated CBT Contracts executed
on LIFFE and property supporting or accruing from those positions are
deemed to be customer property under Section 4d(2) of the Act, or
certain foreign currency margin deposited in respect of Designated
LIFFE Contracts is held in a Section 4d(2) clearing account, any
customer net equity claim in respect of such Link property held by an
FCM in a Link account would be treated as a customer net equity claim
under Part 190 of the Commission's rules \6\ and subchapter IV of
chapter 7 of the Bankruptcy Code (the commodity broker liquidation
provisions).\7\ In the case of an FCM bankruptcy, the commodity broker
liquidation provisions of the Bankruptcy Code and Part 190 of the
Commission's rules provide for a pro rata distribution of assets in
proportion to net equity claims among the Section 4d(2) customers whose
accounts are carried by such FCM. Thus, absent some provision to the
contrary, if a participating FCM defaulted due to losses in its Link-
related account(s), non-Link customers could be forced to share in
losses generated by a shortfall in Link property. To avoid that result,
the new framework provides a rule of distribution that operates to
subordinate claims for Link property to Section 4d(2) claims overall.
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    \6\ 17 CFR part 190.
    \7\ 11 U.S.C. 761-766.
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III. New Bankruptcy Distribution in the Context of the CBT-LIFFE
Link

    When the Commission adopted its Part 190 bankruptcy regulations,\8\
it included an Appendix intended to facilitate the execution of a
trustee's duties, forms concerning customer instructions for return of
non-cash property and transfer of hedge contracts, and a proof of claim
form. The Commission later adopted Appendix B to provide guidance to a
trustee on the appropriate distribution of property where an FCM's
customers cross-margined non-proprietary futures positions with certain
securities positions.\9\
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    \8\ 48 FR 8716 (March 1, 1983).
    \9\ 59 FR 17468 (April 13, 1994).
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    The Commission has now adopted an extension of Appendix B which
will subordinate claims for Link property to claims for non-Link
property when a shortfall in Link property is greater than the
shortfall, if any, of non-Link related property. The new amendment
follows the guiding principles of Appendix B to Part 190: to assure
that generally there is pro rata distribution to customers of the
customer property in the bankrupt FCM's commodity interest estate and
that the satisfaction of non-Link customer claims are not adversely

[[Page 31710]]

affected by a shortfall in the pool of Link property. The new amendment
will assure that non-Link claims will never receive less than they
would have received in the absence of the Link, but the distributional
rule will not require Link-related claims to be subordinated in every
instance.
    Under new Framework 2, a bankruptcy trustee handling the commodity
interest estate of a bankrupt FCM with Link property first will
determine the respective shortfalls, if any, in the pools of Link
customer and non-Link customer segregated funds. The trustee then will
calculate the shortfall in each pool as a percentage of the segregation
requirement for the pool. In making this determination, any shortfall
in Link property held overseas could be offset in whole or in part by
any excess funds held by the FCM in segregation in the United States.
    If there is: (1) No shortfall in either of the two pools; (2) an
equal percentage shortfall in the two pools; (3) a shortfall in the
non-Link pool only; or (4) a greater percentage of shortfall in the
non-Link pool than in the Link pool, then the two pools of segregated
funds would be combined and Link customers and non-Link customers would
share pro rata in the combined pool.\10\
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    \10\ See examples 1, 2, 5 and 6 of Appendix B to part 190,
Framework 2.
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    However, if there were (1) a shortfall in the Link pool only, or
(2) a greater percentage of shortfall in the Link pool than in the non-
Link pool, then the two pools of segregated funds would not be
combined.\11\ Rather, Link customers would share pro rata in the pool
of Link segregated funds (including any excess funds held by the FCM in
segregation in the U.S.), while non-Link customers would share pro rata
in the pool of non-Link segregated funds. Further, if a pool of
property initially would be treated as if it had a shortfall because
frozen or otherwise unavailable as the result of government action, and
later the freeze were lifted or funds became available, subsequent
distribution would not be permitted to result in customers for whom
funds were frozen receiving any greater distribution than a pro rata
distribution for Section 4d (segregated funds) customers as a whole. To
facilitate this distributional framework, two subclasses of customer
accounts, a Link account and a non-Link account are recognized.
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    \11\ See examples 3 and 4 of Appendix B to part 190, Framework
2.
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    Like the existing distribution system for a bankrupt FCM with
customer claims related to cross-margining, the new amendment would
assure that non-Link customers would never receive less than they would
have received in the absence of the Link. The new Framework to the
Appendix is intended to eliminate the need for each customer who seeks
to trade pursuant to the Link to execute a separate subordination
agreement.

IV. Effective Date

    The Administrative Procedure Act requires the publication of a
final substantive rule not less than 30 days before its effective date
unless otherwise provided by the agency for good cause found and
published with the rule. See 5 U.S.C. 553(d)(3) (1994). The Commission
is making this amendment effective as of June 11, 1997. The Commission
has determined that good cause exists to make this amendment to
Appendix B of its bankruptcy rules effective upon publication because a
distributional framework for property of a U.S. FCM that participates
in the currently operational CBT-LIFFE trading link must be put into
place immediately in the unlikely event such FCM should become
bankrupt.

V. Related Matters

A. Regulatory Flexibility Act

    The Regulatory Flexibility Act (RFA), 5 U.S.C. Sec. 601-611 (1988),
requires that agencies consider the impact of those rules on small
businesses. These rules will affect distributees of a bankrupt FCM's
estate where the FCM has entered into a Link Clearing Agreement with a
clearing member of LIFFE to transfer or accept the transfer of
positions in Designated Link Contracts. The Chairperson, on behalf of
the Commission, hereby certifies pursuant to 5 U.S.C. 605(b), that the
action taken herein will not have a significant economic impact on a
substantial number of small entities. The new Framework will eliminate
the need for customers of FCMs who wish to participate in the Link to
execute a subordination agreement. Further, the distributional
framework is intended to assure that non-Link customers of such FCM
would not be disadvantaged by a shortfall in the pool of Link funds.
Persons participating in the Link will be provided with special risk
disclosure which includes disclosure covering the treatment of Link
customer funds. The adoption of this bankruptcy distributional rule
merely provides a framework for fairly distributing customer funds in
the event of an FCM bankruptcy. As customers elect to undertake Link
transactions customers need not take the risks of the Link if upon
reviewing the relevant disclosures they do no elect to do so, thus the
inception of Framework 2 of Appendix B. It should not in itself have a
significant economic impact but rather should operate to facilitate the
Link arrangement and to prevent unintended economic consequences to
customers not electing to participate in the Link.

B. Paperwork Reduction Act

    The Paperwork Reduction Act of 1995 (Pub. L. 104-13 (May 13, 1996))
imposes certain requirements on federal agencies (including the
Commission) in connection with their conducting or sponsoring any
collection of information as defined by the Paperwork Reduction Act.
While this rule has no burden, the group of rules (3038-0021) of which
this is a part has the following burden:

Average burden hours per response--0.35
Number of Respondents--802
Frequency of response--on occasion

Copies of the OMB approved information collection package associated
with this rule may be obtained from Desk Officer, CFTC, Office of
Management and Budget, Room 10202, NEOB Washington, D.C. 20503, (202)
395-7340.

List of Subjects in 17 CFR Part 190

    Bankruptcy.

    Accordingly, the Commission pursuant to the authority contained in
the Commodity Exchange Act and, in particular, Sections 1a, 2(a), 4c,
4d, 4g, 5, 5a, 8a, 15, 19 and 20 thereof, 7 U.S.C. 1a, 2 and 4a, 6c,
6d, 6g, 7, 7a, 12a, 19, 23 and 24 (1994), and in the Bankruptcy Code
and, in particular Sections 362, 546, 548, 556 and 761-766 thereof, 11
U.S.C. 362, 546, 548, 556 and 761-766 (1994), hereby amends Part 190 of
Chapter I of title 17 of the Code of Federal Regulation as follows:

PART 190--BANKRUPTCY

    1. The authority citation for Part 190 continues to read as
follows:

    Authority: 7 U.S.C. 1a, 2, 4a, 6c, 6d, 6g, 7, 7a, 12, 19, 23 and
24 and 11 U.S.C. 362, 546, 548, 566 and 761-766.

    2. Part 190 is amended by adding at the end of Appendix B the
following Framework 2:

Appendix B to Part 190--Special Bankruptcy Distributions

* * * * *

Framework 2--Special Distribution of Customer Funds When FCM
Participated in the Trading of Designated Link Contracts Pursuant to
the CBT-LIFFE Link

    The Commission has established the following distributional
convention with

[[Page 31711]]

respect to Section 4d customer funds held by a futures commission
merchant (FCM) that participates in the trading of Chicago Board of
Trade (``CBT'')-designated contracts executed on the London
International Financial Futures and Options Exchange (``LIFFE'') or
LIFFE-designated contracts executed on CBT (``Designated Link
Contracts'') pursuant to the CBT-LIFFE Link (``Link'') which shall
apply if customers of the FCM have been provided with a notice which
makes reference to this distributional rule and the form of such
notice has been approved by the Commission by rule, regulation or
order. The maintenance of property in a Link account would result in
subordination of the claim for such property to certain non-Link
customer claims in certain circumstances. This results in subclasses
of customer accounts required to be segregated for purposes of
Section 4d(2) of the Commodity Exchange Act: a Link account and a
non-Link account (a person could hold each type of account), and
results in two pools of customer segregated funds: a Link pool and a
non-Link pool.
    In the event that there is a shortfall in the non-Link pool of
customer segregated funds, and there is no shortfall in the Link
pool of customer segregated funds, customer net equity claims,
whether or not they arise out of the Link subclass of accounts, will
be combined and will be paid pro rata out of the total pool of
available Link and non-Link customer funds. In the event that there
is a shortfall in the Link pool of customer segregated funds, and
there is no shortfall in the non-Link pool of customer segregated
funds, customer net equity claims arising from the non-Link subclass
of accounts shall be satisfied from the non-Link customer segregated
funds, and customer net equity claims arising from the Link subclass
of accounts shall be paid from the Link customer segregated funds
(and, if applicable, any excess funds held by the FCM in segregation
in the U.S.). Furthermore, in the event that there is a shortfall in
both the non-Link and Link pools of customer segregated funds: (1)
If the non-Link shortfall as a percentage of the segregation
requirement in the non-Link pool is greater than or equal to the
Link shortfall as a percentage of the segregation requirement in the
Link pool, customer net equity claims will be paid pro rata; and (2)
if the Link shortfall as a percentage of the segregation requirement
in the Link pool is greater than the non-Link shortfall as a
percentage of the segregation requirement of the non-Link pool, non-
Link customer net equity claims will be paid pro rata out of the
available non-Link segregated funds, and Link customer net equity
claims will be paid pro rata out of the available Link segregated
funds. In this way, non-Link customers would never be adversely
affected by a Link shortfall.\1\
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    \1\ Because Link property will be located offshore, it is
possible that such property could be frozen by governmental action
or become unavailable as the result of sovereign events. In that
situation, should such property subsequently become available, the
Link property account may acquire no greater distributional share
than Section 4d(2) (segregated funds) customers generally.
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    The following examples illustrate the operation of this
distributional convention. The examples assume that the FCM has two
customers, one with exclusively Link accounts and one with
exclusively non-Link accounts. In practice, the FCM would have a
customer omnibus account with a LIFFE clearing member or would
itself be a LIFFE clearing member with its own customer omnibus
account. Positions in Designated CBT Contracts traded at LIFFE and
initially cleared by LCH would be allocated to this customer omnibus
account; following the transfer of the positions via the Link, the
FCM would allocate the positions and any gains or losses to its
customers' accounts. Accordingly, a customer who trades Designated
CBT Contracts at LIFFE may have the portion of his account which
reflects his activity in the customer omnibus account at LIFFE
deemed a Link account and the remainder of the account a non-Link
account. Effectively this will result in the customer having two
claims--one against Link property and one against non-Link
property.\2\
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    \2\ Certain other property of the customers of the U.S. FCM also
will be treated as ``Link property'' and part of the Link account
for purposes of this Framework 2. In the case of Designated LIFFE
Contracts traded on CBT, property received by the U.S. FCM to
margin, guarantee or secure trades is included in the foreign
futures and foreign options secured amount, pursuant to Commission
Regulation 30.7. The Order approving the CBT/LIFFE Link permits
BOTCC to commingle certain foreign currency with a Section 4d(2)
account to permit certain property in excess of the required secured
amount to be used to meet original margin requirements for U.S.
contracts under Section 4d(2) of the Act. Such excess property held
in a ``combined'' account but applied to margin requirements for
U.S. contracts as Section 4d(2) property would also be ``Link
property'' under this Framework.

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                                               Non-link                           Link                  Total
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                         1. Sufficient Funds to Meet Non-Link and Link Customer Claims:
----------------------------------------------------------------------------------------------------------------
Funds in segregation.............  150............................  150............................          300
Segregation Requirement..........  150............................  150............................          300
Shortfall (dollars)..............  0..............................  0..............................  ...........
Shortfall (percent)..............  0..............................  0..............................  ...........
Distribution.....................  150............................  150............................          300

  There are adequate funds available, and both the non-Link and Link customer claims would be paid in full.
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                                         2. Shortfall in Non-Link Only:
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Funds in segregation.............  100............................  150............................          250
Segregation Requirement..........  150............................  150............................          300
Shortfall (dollars)..............  50.............................  0..............................  ...........
Shortfall (percent)..............  50/150=33.3....................  0..............................  ...........
Pro Rata (percent)...............  150/300=50.....................  150/300=50.....................  ...........
Pro Rata (dollars)...............  125............................  125............................  ...........
Distribution.....................  125............................  125............................          250

  Due to the non-Link account, there are insufficient funds available to meet both the non-Link and the Link
customer claims in full. Each customer will receive his or her pro rata share of the funds available, or 50% of
the $250 available, or $125.
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                                           3. Shortfall in Link Only:
----------------------------------------------------------------------------------------------------------------
Funds in segregation.............  150............................  100............................          250
Segregation Requirement..........  150............................  150............................          300
Shortfall (dollars)..............  0..............................  50.............................  ...........
Shortfall (percent)..............  0..............................  50/150=33.3....................  ...........
Pro Rata (percent)...............  150/300=50.....................  150/300=50.....................  ...........
Pro Rata (dollars)...............  125............................  125............................  ...........
Distribution.....................  150............................  100............................          250


[[Page 31712]]


  Due to the Link account, there are insufficient funds available to meet both the non-Link and Link Customer
claims in full. Accordingly, the Link funds and non-Link funds are treated as separate pools, and the non-Link
customer will be paid in full, receiving $150, while the Link customer would receive the remaining $100.
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                       4. Shortfall in Both, Link Shortfall Exceeding Non-Link Shortfall:
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Funds in segregation.............  125............................  100............................          225
Segregation Requirement..........  150............................  150............................          300
Shortfall (dollars)..............  25.............................  50.............................  ...........
Shortfall (percent)..............  25/150=16.7....................  50/150=33.3....................  ...........
Pro Rata (percent)...............  150/300=50.....................  150/300=50.....................  ...........
Pro Rata (dollars)...............  112.50.........................  112.50.........................  ...........
Distribution.....................  125............................  100............................          225

  There are insufficient funds available to meet both the non-Link and Link customer claims in full, and the
Link shortfall exceeds the non-Link shortfall. The non-Link customer will receive $125 available with respect to
non-Link claims while the Link customer will receive the $100 available with respect to the Link claims.
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                     5. Shortfall in Both, With Non-Link Shortfall Exceeding Link Shortfall:
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Funds in segregation.............  100............................  125............................          225
Segregation Requirement..........  150............................  150............................          300
Shortfall (dollars)..............  50.............................  25.............................  ...........
Shortfall (percent)..............  50/150=33.3....................  25/150=16.7....................  ...........
Pro Rata (percent)...............  150/300=50.....................  150/300=50.....................  ...........
Pro Rata (dollars)...............  112.50.........................  112.50.........................  ...........
Distribution.....................  112.50.........................  112.50.........................          225

  There are insufficient funds available to meet both the non-Link and Link customer claims in full, and the non-
Link shortfall exceeds the Link shortfall. Each customer would receive 50% of the $225 available, or $112.50.
----------------------------------------------------------------------------------------------------------------
                            6. Shortfall in Both, Non-Link Shortfall=Link Shortfall:
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Funds in segregation.............  100............................  100............................          200
Segregation Requirement..........  150............................  150............................          300
Shortfall (dollars)..............  50.............................  50.............................  ...........
Shortfall (percent)..............  50/150=33.3....................  50/150=33.3....................  ...........
Pro Rata (percent)...............  150/300=50.....................  150/300=50.....................  ...........
Pro Rata (dollars)...............  100............................  100............................  ...........
Distribution.....................  100............................  100............................         200
  There are insufficient funds available to meet both the non-Link and the Link customer claims in full, and the
non-Link shortfall equals the Link shortfall. Each customer will receive 50% of the $200 available, or $100.
----------------------------------------------------------------------------------------------------------------
   7. Shortfall in Link Account Caused by Freeze That is Subsequently Lifted, Where Non-Link Account Had Actual
                   Shortfall But Link Account Did Not Subsequent to Lifting of Freeze Order:
----------------------------------------------------------------------------------------------------------------
Funds in segregation.............  100............................  Frozen.........................          100
Segregation Requirement..........  150............................  150............................          300
Shortfall (dollars)..............  50.............................  150............................  ...........
Shortfall (percent)..............  50/150=33.3....................  150/150=100....................  ...........
Pro Rata (percent)...............  150/300=50.....................  150/300=50.....................  ...........
Pro Rata (dollars)...............  50.............................  50.............................  ...........
Initial Distribution.............  100............................  0..............................          100
Freeze Lifted: Funds Previously    0..............................  150............................          150
 Frozen.
Subsequent Distribution..........  25.............................  125............................  ...........
Total Distribution...............  125............................  125............................          250

  Through the time of the initial distribution, this situation would follow the pattern of Example 4 because the
shortfall in the Link account was larger. After the freeze was lifted, it would follow the pattern of Example 2
because the shortfall in the non-Link account was larger.

   These examples illustrate the principle that Pro rata distribution across both accounts is the preferable
approach except when a shortfall in the Link account could harm non-Link customers. Thus, pro rata distribution
occurs in Examples 1, 2, 5 and 6. Separate treatment of the Link and non-Link accounts occurs in Examples 3 and
4. In Example 7, separate treatment occurs where the funds are frozen. It is adjusted to become pro rata
treatment after the freeze is lifted.
----------------------------------------------------------------------------------------------------------------


[[Page 31713]]

    Issued in Washington, D.C. on June 5, 1997 by the Commission.
Jean A. Webb,
Secretary of the Commission.
[FR Doc. 97-15246 Filed 6-10-97; 8:45 am]
BILLING CODE 6351-01-P
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