Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Eliminate Transaction Credits and Trade Reporting Fees Applicable to Retail Participants That Use the FINRA/Nasdaq Trade Reporting Facility, 8079-8083 [2020-02746]
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Federal Register / Vol. 85, No. 29 / Wednesday, February 12, 2020 / Notices
Extension:
Rule 12h–1(f), SEC File No. 270–570, OMB
Control No. 3235–0632
Dated: February 7, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Rule 12h–1(f) (17 CFR 240.12h–1(f))
under the Securities Exchange Act of
1934 (‘‘Exchange Act’’) provides an
exemption from the Exchange Act
Section 12(g) registration requirements
for compensatory employee stock
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filed with the Commission. Exchange
Act Rule 12h–1(f) permits issuers to
provide the required information to the
option holders either by: (i) Physical or
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or (ii) written notice to the option
holders of the availability of the
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1(f) and it is prepared and provided by
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An agency may not conduct or
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[FR Doc. 2020–02782 Filed 2–11–20; 8:45 am]
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BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88135; File No. SR–FINRA–
2020–004]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Eliminate Transaction
Credits and Trade Reporting Fees
Applicable to Retail Participants That
Use the FINRA/Nasdaq Trade
Reporting Facility
February 6, 2020.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on February
3, 2020, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III below, which Items have been
prepared by FINRA. FINRA has
designated the proposed rule change as
‘‘establishing or changing a due, fee or
other charge’’ under Section
19(b)(3)(A)(ii) of the Act 3 and Rule 19b–
4(f)(2) thereunder,4 which renders the
proposal effective upon receipt of this
filing by the Commission. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing to amend FINRA
Rules 7610A and 7620A to eliminate
transaction credits and trade reporting
fees applicable to Retail Participants
that use the FINRA/Nasdaq Trade
Reporting Facility Carteret (the ‘‘FINRA/
Nasdaq TRF Carteret’’) and the FINRA/
Nasdaq Trade Reporting Facility
Chicago (the ‘‘FINRA/Nasdaq TRF
Chicago’’) (collectively, the ‘‘FINRA/
Nasdaq TRF’’).
The text of the proposed rule change
is available on FINRA’s website at
https://www.finra.org, at the principal
office of FINRA and at the
Commission’s Public Reference Room.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(ii).
4 17 CFR 240.19b–4(f)(2).
2 17
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8079
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
FINRA 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. FINRA 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 FINRA/Nasdaq TRF is a facility
of FINRA that is operated by Nasdaq,
Inc. (‘‘Nasdaq’’). In connection with the
establishment of the FINRA/Nasdaq
TRF, FINRA and Nasdaq entered into a
limited liability company agreement
(the ‘‘LLC Agreement’’). Under the LLC
Agreement, FINRA, the ‘‘SRO Member,’’
has sole regulatory responsibility for the
FINRA/Nasdaq TRF. Nasdaq, the
‘‘Business Member,’’ is primarily
responsible for the management of the
FINRA/Nasdaq TRF’s business affairs,
including establishing pricing for use of
the FINRA/Nasdaq TRF, to the extent
those affairs are not inconsistent with
the regulatory and oversight functions of
FINRA. Additionally, the Business
Member is obligated to pay the cost of
regulation and is entitled to the profits
and losses, if any, derived from the
operation of the FINRA/Nasdaq TRF.
Pursuant to the FINRA Rule 7600A
Series, FINRA/Nasdaq TRF participants
are charged fees and may qualify for fee
caps (Rule 7620A), and also may qualify
for revenue sharing payments for trade
reporting to the FINRA/Nasdaq TRF
(Rule 7610A). These rules are
administered by Nasdaq, in its capacity
as the Business Member and operator of
the FINRA/Nasdaq TRF on behalf of
FINRA,5 and Nasdaq collects all fees on
behalf of the FINRA/Nasdaq TRF.
Pursuant to FINRA Rule 7620A,
FINRA/Nasdaq TRF has a special
pricing program, known as the ‘‘Retail
Participant Program’’ 6 for which a
5 FINRA’s oversight of this function performed by
the Business Member is conducted through a
recurring assessment and review of TRF operations
by an outside independent audit firm.
6 To qualify as a ‘‘Retail Participant’’ and for
special pricing under the Retail Participant fee
schedule, a participant must complete and submit
to Nasdaq, as the Business Member, an application.
Continued
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Federal Register / Vol. 85, No. 29 / Wednesday, February 12, 2020 / Notices
FINRA/Nasdaq TRF participant may
qualify as a ‘‘Retail Participant’’ if
‘‘substantially all of its trade reporting
activity on the FINRA/Nasdaq Trade
Reporting Facility comprises Retail
Orders.’’ 7 Under Rule 7620A, TRF
Retail Participants are assessed fees for
each of their Media/Executing Party,
Non-Media/Executing Party, Media/
Contra Party, and Non-Media/Contra
Party activities on the FINRA/Nasdaq
TRF. However, they may qualify for fee
discounts and fee caps (Rule 7620A),
and for securities transaction credits for
trade reporting to the FINRA/Nasdaq
TRF (Rule 7610A). Specifically, the
FINRA/Nasdaq TRF offers two Retail
Fee Discount Programs—one comprises
volume-based discounts for Media/
Contra Party and Non-Media/Contra
Party activity and the other program is
a combined fee cap for Retail
Participants that engage in Media/
Executing Party and Contra Party
activity on the FINRA/Nasdaq TRFs.
A Retail Participant qualifies for the
Retail Participant Contra Party Fee
Discount and Cap Program to the extent
that it achieves, during a given month,
a qualifying volume of average daily
Contra Party activity (Media, NonMedia, or both) in a particular Tape.
Within each Tape, a qualifying Retail
Participant will receive a volume-based
discount on its monthly uncapped
Contra Party activity charges relative to
the standard rate ($0.013 per execution),
which includes both Media/Contra
Party and Non-Media/Contra Party
activity, as follows:
Average daily
executions per
month per tier
Tier
Rate per
execution,
if uncapped
Maximum
monthly
charge,
if capped
Tape A
1
2
3
4
...................................................................................................................................
...................................................................................................................................
...................................................................................................................................
...................................................................................................................................
50,000–100,000
100,001–200,000
200,001–300,000
>300,000
$0.0120
0.0072
0.0052
0.0050
n/a
n/a
n/a
$32,000
15,000–30,000
30,001–60,000
60,001–100,000
>100,000
$0.0120
0.0072
0.0052
0.0050
n/a
n/a
n/a
$11,000
50,000–100,000
100,001–200,000
200,001–300,000
>300,000
$0.0120
0.0072
0.0052
0.0050
n/a
n/a
n/a
$32,000
Tape B
1
2
3
4
...................................................................................................................................
...................................................................................................................................
...................................................................................................................................
...................................................................................................................................
Tape C
1
2
3
4
...................................................................................................................................
...................................................................................................................................
...................................................................................................................................
...................................................................................................................................
A Retail Participant qualifies for the
Retail Participant Combined Cap
Program, when the Retail Participants
engages in Media/Executing Party
activity in addition to Contra Party
activity on the FINRA/Nasdaq TRF, as
follows:
Total daily
average
number of media/
executing
party trades
over preceding
three month
period)
Tier
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1 .......................................................................................................................................................................
2 .......................................................................................................................................................................
3 .......................................................................................................................................................................
1,000–2,000
2,001–4,000
>4,000
Maximum
monthly
charge, for all
executing
party/contra
party activity
$50,000
25,000
15,000
Retail Participants are assessed the
lowest retail pricing program each
month based on their qualifying
activity.
In addition, under Rule 7620A, Retail
Participants are subject to Comparison/
Accept Fees (for transactions subject to
the ACT Comparison process) at the rate
of $0.0144/side per 100 shares
(minimum 400 shares; maximum 7,500
shares). They are also subject to a $0.03/
side fee for clearing reports (to transfer
a transaction fee charged by one
member to another member), a $0.288/
The application form requires the participant to
attest to its qualifications as a Retail Participant on
the FINRA/Nasdaq TRF in which it is a participant
and for which it seeks Retail Participant pricing.
The participant must also attest to its reasonable
expectation that it will maintain its qualifications
for a one year period following the date of
attestation. Once a participant has been designated
as a Retail Participant, it must complete and submit
a written attestation to Nasdaq on an annual basis
to retain its status as such. A Retail Participant must
inform Nasdaq promptly if at any time it ceases to
qualify or it reasonably expects that it will cease to
qualify as a Retail Participant. See FINRA Rule
7620A.03.
7 Pursuant to FINRA Rule 7260A.01, a ‘‘Retail
Order’’ means ‘‘an order that originates from a
natural person, provided that, prior to submission,
no change is made to the terms of the order with
respect to price or side of market and the order does
not originate from a trading algorithm or any other
computerized methodology.’’
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Federal Register / Vol. 85, No. 29 / Wednesday, February 12, 2020 / Notices
trade fee for late reports, a $0.50/query
fee for submitting queries, and a $0.25
fee for making corrections to
transactions (cancel, errors, inhibit, kill,
break, and decline).
Currently, under Rule 7610A, FINRA
members that report over-the-counter
(‘‘OTC’’) transactions in NMS stocks to
a FINRA/Nasdaq TRF for public
dissemination or ‘‘media’’ purposes may
receive quarterly transaction credits that
equal a percentage of FINRA/Nasdaq
TRF revenues that are attributable to the
members’ transactions.8 A Retail
Participant qualifies for transaction
credits with no market share thresholds
in order to make revenue share payout
more accessible and to lower the overall
trade reporting cost for a Retail
Participant. The FINRA/Nasdaq TRF
offers Retail Participants that achieve
less than 0.5 percent Media/Executing
Party market share in Tape A or C
symbols a 75 percent payout of
attributable transaction credits, and a 70
percent payout of attributable revenue
in Tape B symbols for less than 0.35
percent Media/Executing Party market
share during a given quarter. For higher
market shares, Retail Participants
receive the same percentage shares of
attributable revenue as other
participants in all Tapes.
Percent of
attributable
revenue
shared
Percentage market share
Tape A:
Greater than or equal to 2% ............................................................................................................................
Less than 2% but greater than or equal to 1% ................................................................................................
Less than 1% but greater than or equal to 0.50% ...........................................................................................
Less than 0.50% but greater than or equal to 0.10% ......................................................................................
Less than 0.10% ...............................................................................................................................................
Tape B:
Greater than or equal to 2% ............................................................................................................................
Less than 2% but greater than or equal to 1% ................................................................................................
Less than 1% but greater than or equal to 0.35% ...........................................................................................
Less than 0.35% but greater than or equal to 0.10% ......................................................................................
Less than 0.10% ...............................................................................................................................................
Tape C:
Greater than or equal to 2% ............................................................................................................................
Less than 2% but greater than or equal to 1% ................................................................................................
Less than 1% but greater than or equal to 0.50% ...........................................................................................
Less than 0.50% but greater than or equal to 0.10% ......................................................................................
Less than 0.10% ...............................................................................................................................................
98
95
85
20
0
98
95
85
75
75
98
90
85
10
0
98
90
85
70
70
98
95
85
20
0
98%
95
85
75
75
Nasdaq, as the Business Member,
proposes to charge no fees for trade
reporting to the FINRA/Nasdaq TRF for
Retail Participants. Specifically, Nasdaq
proposes to eliminate the schedule of
Retail Participant transaction charges in
Rule 7620A, as well as the associated
Retail Participant Contra Party Fee
Discount and Cap and the Combined
Cap Programs. Nasdaq also proposes to
exempt Retail Participants from the
schedule of generally applicable
transaction charges, both for NonComparison/Accept and Comparison/
Accept trade reports and for other fees
relating to clearing reports to transfer
transaction fees, late reports, queries,
and corrective actions. Along with
charging no trade reporting fees to Retail
Participants, Nasdaq proposes to
eliminate transaction credits for Retail
Participants.
The proposed rule change is intended
to improve the competitiveness of the
FINRA/Nasdaq TRF for Retail
Participants in light of recent initiatives
by retail brokers to eliminate the fees
they charge for executing retail
customer transactions. As reported in
the media, many large retail brokers,
such as Charles Schwab, TD
Ameritrade, E-Trade Securities,
Interactive Brokers and Fidelity, have
lowered commission trading fees to
zero.9 Nasdaq understands that these
initiatives are placing pressure on retail
brokers to find ways to reduce their
operational costs as a means of
offsetting their loss of retail trading
commission revenues. Nasdaq believes
that its proposal would support these
efforts and attract Retail Participants to
the FINRA/Nasdaq TRF.
Currently, FINRA/Nasdaq TRF has 63
participants designated as ‘‘Retail
Participants.’’ From January 2019 to
September 2019, these Retail
Participants have incurred trade
reporting fees that range from nearly $0
to $50,000 per month per firm. Under
the proposed rule change, these Retail
Participants will pay no fees going
forward for their trade reporting
activities. Meanwhile, during the same
time period, Retail Participants with
Media/Executing Party activity received
securities transaction credits that ranged
from $0 to $10,000 per quarter. Under
the proposed rule change, Retail
Participants will no longer be eligible
for transaction credits.
No new product or service will
accompany the proposed fee change.
FINRA has filed the proposed rule
change for immediate effectiveness. The
operative date will be February 3, 2020.
8 Under the Rule, a transaction is attributable to
a FINRA member if a trade report submitted to the
FINRA/Nasdaq TRF that the FINRA/Nasdaq TRF
then submits to either of the SIPs identifies the
FINRA member as the Executing Party on the
transaction.
9 See Kate Rooney, ‘‘Battle for Zero Trading Fees
Threatens Robinhood’s Business Model and Next
Leg of Growth,’’ CNBC, Oct. 4, 2019,
www.cnbc.com/2019/10/04/battle-for-zero-tradingfees-pressures-robinhoods-next-leg-of-growth.html.
10 15 U.S.C. 78o–3(b)(5).
Proposed New Pricing for Retail
Participants
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Percent of
attributable
revenue
shared
(retail
rarticipants)
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2. Statutory Basis
FINRA believes that the proposed rule
change is consistent with the provisions
of Section 15A(b)(5) of the Act,10 which
requires, among other things, that
FINRA rules provide for the equitable
allocation of reasonable dues, fees and
other charges among members and
issuers and other persons using any
facility or system that FINRA operates
or controls. All similarly situated
designated Retail Participants will be
subject to the same fee and credit
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Federal Register / Vol. 85, No. 29 / Wednesday, February 12, 2020 / Notices
structure and access to the FINRA/
Nasdaq TRF is offered on fair and
nondiscriminatory terms.
The Proposal Is Reasonable
Nasdaq, as the Business Member,
believes the proposal to eliminate trade
reporting fees under Rule 7620A and
transaction credits under Rule 7610A
for Retail Participants is reasonable in
several respects. As a threshold matter,
the FINRA/Nasdaq TRF is subject to
significant competitive forces in the
market for trade reporting services for
OTC trades in NMS stocks that
constrain its pricing determinations in
that market. Participants can freely and
do shift their trade reporting activity
between the various FINRA TRFs in
response to pricing, product or service
changes. Within this context, as well as
the context discussed earlier in which
several large Retail Participants have
eliminated the fees that they previously
charged to their retail customers to
execute trades, the proposed rule
change demonstrates that the FINRA/
Nasdaq TRF is sensitive to Retail
Participants’ changing business models
and their need to control operational
costs. Nasdaq believes that the proposal
is a reasonable means of strengthening
the ability of the FINRA/Nasdaq TRF to
compete for the trade reporting activity
of retail firms given that the proposal
will improve its attractiveness relative
to that of the competing FINRA TRF.
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The Proposal Is an Equitable Allocation
of Credits and Charges
The proposed rule change will
allocate fees and credits fairly among
FINRA/Nasdaq TRF Participants. The
proposal to offer free trade reporting for
Retail Participants is an extension of the
existing Retail Participant pricing
program, through which the FINRA/
Nasdaq TRF charges Retail Participants
lower fees than Non-Retail
Participants.11 As discussed in FINRA’s
filing in 2018, it is equitable to charge
Retail Participants lower fees because
customers of Retail Participants
generally include individuals who trade
less frequently and report fewer trades
to the FINRA/Nasdaq TRF than do other
categories of customers. The Retail
Pricing program was designed to ensure
that such customers, and the
participants that serve them, do not bear
primary financial responsibility for
helping the FINRA/Nasdaq TRF to
recover rising costs, particularly
increased operational and maintenance
11 See Securities Exchange Act Release No. 83866
(August 16, 2018), 83 FR 42545 (August 22, 2018)
(Notice of Filing and Immediate Effectiveness of
File No. SR–FINRA–2018–029).
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costs flowing from rising levels of trade
reporting activity.12 The current
proposal is equitable because it will
help Retail Participants to further
reduce their operating costs, which they
are under pressure to do as they
eliminate their own retail customer
trade commissions. Nasdaq notes that
even as it proposes to eliminate trade
reporting fees for Retail Participants,
such Retail Participant activity will
continue to contribute to operating the
FINRA/Nasdaq TRF insofar as the
FINRA/Nasdaq TRF will continue to
receive a share of the SIP transaction
credits generated through retail trade
reporting activity that occurs on the
FINRA/Nasdaq TRF.13
In addition to eliminating trade
reporting fees for Retail Participants,
Nasdaq also believes that it is equitable
to eliminate the corresponding
transaction credits for Retail
Participants. The FINRA/Nasdaq TRF
offers transaction credits to reward
significant activity on the FINRA/
Nasdaq TRF and offset trade reporting
fees. To the extent that Retail
Participants would no longer pay fees
for reporting trades to the FINRA/
Nasdaq TRF, the continuing payment of
such credits would serve no purpose as
there would be no fees to offset.
The Proposal Is Not Unfairly
Discriminatory
Although Nasdaq intends for this
proposal to benefit Retail Participants
specifically, Nasdaq does not believe
that it is unfair to do so. The
Commission already permits the
FINRA/Nasdaq TRF to apply lower
pricing to Retail Participants.14 The
proposed rule change is merely an
extension of this existing pricing
program.
Moreover, any financial benefit that
the proposal offers to Retail Participants
will be limited in scope because the
amount of the fees that Retail
Participants pay for their reporting is
already small, and the total amount of
fees paid by Retail Participants is trivial
relative to the total amount of fees that
Non-Retail Participants pay.15
Additionally, Nasdaq notes that the
FINRA/Nasdaq TRF does not propose to
adjust any of the Non-Retail Participant
12 See
supra note 11, at 42449–50.
has separately provided data to the
Commission in support of this assertion, pursuant
to a request for confidential treatment under the
Freedom of Information Act, 5 U.S.C. 552.
14 See supra note 11.
15 Nasdaq has separately provided data to the
Commission in support of these assertions,
pursuant to a request for confidential treatment
under the Freedom of Information Act, 5 U.S.C.
552.
13 Nasdaq
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trade reporting fees to offset the loss of
Retail Participant trade reporting fees.
Relatedly, Nasdaq notes that even as
it proposes to eliminate trade reporting
fees for Retail Participants, such Retail
Participant activity will continue to
contribute to operating the FINRA/
Nasdaq TRF insofar as the FINRA/
Nasdaq TRF will continue to receive a
share of the SIP transaction credits
generated through retail trade reporting
activity that occurs on the FINRA/
Nasdaq TRF.16 Accordingly, the
proposal will not require Non-Retail
Participants to assume a larger role in
supporting the operation of the FINRA/
Nasdaq TRF.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
FINRA does not believe that the
proposed rule changes will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
Intramarket Competition
Nasdaq, as the Business Member, does
not believe that the proposed rule
change will place any category of
Participant at a competitive
disadvantage. As discussed above, all
Retail Participants, whether they are
large or small, and regardless of whether
they report a large or small volume of
trade reports to the FINRA/Nasdaq TRF,
will incur no fees for their trade
reporting activity on the FINRA/Nasdaq
TRF. Participants are free to report their
over-the-counter trades in NMS stocks
to the competing FINRA TRF to the
extent they believe that the fees, product
or services provided by the FINRA/
Nasdaq TRF are not attractive. Price
competition between the FINRA TRFs is
substantial, with trade reporting activity
and market share moving freely between
them in reaction to fee, product and
service changes.
Lastly, Nasdaq notes that Retail
Participants and Non-Retail Participants
do not typically compete for the same
business, such that Nasdaq does not
expect the proposal to create a
competitive advantage for Retail
Participants relative to Non-Retail
Participants.
Intermarket Competition
Nasdaq believes that the proposal will
not impose a burden on competition
among the FINRA trade reporting
facilities because use of the FINRA/
Nasdaq TRF is completely voluntary
16 Nasdaq has separately provided data to the
Commission in support of this assertion, pursuant
to a request for confidential treatment under the
Freedom of Information Act, 5 U.S.C. 552.
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Federal Register / Vol. 85, No. 29 / Wednesday, February 12, 2020 / Notices
and subject to competition.17 Nasdaq, as
the Business Member, proposes this rule
change to strengthen the competitive
position of the FINRA/Nasdaq TRF with
respect to retail trade reporting. Nasdaq
believes its proposal will support
increased competition in the market.
Nasdaq, as the Business Member,
believes that the elimination of trade
reporting fees for Retail Participants will
be necessary for the FINRA/Nasdaq TRF
to retain existing retail business and to
compete for new such business,
particularly in light of recent moves by
large retail brokers to eliminate their
own retail transaction fees and to reduce
their operating costs accordingly. The
competition, in turn, is free to modify
its own fees and credits in response to
this proposed rule change to maintain or
increase its attractiveness to
participants. Accordingly, Nasdaq
believes that the risk that this proposed
rule change will impose an undue
burden on intermarket competition is
extremely limited.
If market participants determine that
the changes proposed herein are
inadequate or unattractive, it is likely
that the FINRA/Nasdaq TRF will lose
market share as a result. Accordingly,
the proposed rule change will not
impair the ability of the other FINRA
TRF to maintain its competitive
standing.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
lotter on DSKBCFDHB2PROD with NOTICES
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 18 and paragraph (f)(2) of Rule
19b–4 thereunder.19 At any time within
60 days of the filing of the proposed rule
change, the Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
17 Because the FINRA/Nasdaq TRF and the
FINRA/NYSE TRF are operated by different
business members competing for market share,
FINRA does not take a position on whether the
pricing for one TRF is more favorable or
competitive than the pricing for the other TRF.
18 15 U.S.C. 78s(b)(3)(A).
19 17 CFR 240.19b–4(f)(2).
VerDate Sep<11>2014
17:03 Feb 11, 2020
Jkt 250001
to determine whether the proposed rule
should be approved or 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.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
FINRA–2020–004 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–FINRA–2020–004. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, 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 person, 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 website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing also will be available for
inspection and copying at the principal
office of FINRA. All comments received
will be posted without change. Persons
submitting comments are cautioned that
we do not redact or edit personal
identifying information from comment
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–FINRA–
2020–004 and should be submitted on
or before March 4, 2020.
PO 00000
Frm 00167
Fmt 4703
Sfmt 4703
8083
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–02746 Filed 2–11–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Regulation S, SEC File No. 270–315, OMB
Control No. 3235–0357
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Regulation S (17 CFR 230.901 through
230.905) sets forth rules governing offers
and sales of securities made outside the
United States without registration under
the Securities Act of 1933 (15 U.S.C. 77a
et seq.). Regulation S clarifies the extent
to which Section 5 of the Securities Act
applies to offers and sales of securities
outside of the United States. Regulation
S is assigned one burden hour for
administrative convenience.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
The public may view the background
documentation for this information
collection at the following website,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
Lindsay.M.Abate@omb.eop.gov; and (ii)
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
Mailbox@sec.gov. Comments must be
20 17
E:\FR\FM\12FEN1.SGM
CFR 200.30–3(a)(12).
12FEN1
]]>Agencies
[Federal Register Volume 85, Number 29 (Wednesday, February 12, 2020)]
[Notices]
[Pages 8079-8083]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-02746]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88135; File No. SR-FINRA-2020-004]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Eliminate Transaction Credits and Trade
Reporting Fees Applicable to Retail Participants That Use the FINRA/
Nasdaq Trade Reporting Facility
February 6, 2020.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 3, 2020, Financial Industry Regulatory Authority, Inc.
(``FINRA'') filed with the Securities and Exchange Commission (``SEC''
or ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by FINRA. FINRA has
designated the proposed rule change as ``establishing or changing a
due, fee or other charge'' under Section 19(b)(3)(A)(ii) of the Act \3\
and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposal
effective upon receipt of this filing by the Commission. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(ii).
\4\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to amend FINRA Rules 7610A and 7620A to
eliminate transaction credits and trade reporting fees applicable to
Retail Participants that use the FINRA/Nasdaq Trade Reporting Facility
Carteret (the ``FINRA/Nasdaq TRF Carteret'') and the FINRA/Nasdaq Trade
Reporting Facility Chicago (the ``FINRA/Nasdaq TRF Chicago'')
(collectively, the ``FINRA/Nasdaq TRF'').
The text of the proposed rule change is available on FINRA's
website at https://www.finra.org, at the principal office of FINRA and
at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, FINRA 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. FINRA 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 FINRA/Nasdaq TRF is a facility of FINRA that is operated by
Nasdaq, Inc. (``Nasdaq''). In connection with the establishment of the
FINRA/Nasdaq TRF, FINRA and Nasdaq entered into a limited liability
company agreement (the ``LLC Agreement''). Under the LLC Agreement,
FINRA, the ``SRO Member,'' has sole regulatory responsibility for the
FINRA/Nasdaq TRF. Nasdaq, the ``Business Member,'' is primarily
responsible for the management of the FINRA/Nasdaq TRF's business
affairs, including establishing pricing for use of the FINRA/Nasdaq
TRF, to the extent those affairs are not inconsistent with the
regulatory and oversight functions of FINRA. Additionally, the Business
Member is obligated to pay the cost of regulation and is entitled to
the profits and losses, if any, derived from the operation of the
FINRA/Nasdaq TRF.
Pursuant to the FINRA Rule 7600A Series, FINRA/Nasdaq TRF
participants are charged fees and may qualify for fee caps (Rule
7620A), and also may qualify for revenue sharing payments for trade
reporting to the FINRA/Nasdaq TRF (Rule 7610A). These rules are
administered by Nasdaq, in its capacity as the Business Member and
operator of the FINRA/Nasdaq TRF on behalf of FINRA,\5\ and Nasdaq
collects all fees on behalf of the FINRA/Nasdaq TRF.
---------------------------------------------------------------------------
\5\ FINRA's oversight of this function performed by the Business
Member is conducted through a recurring assessment and review of TRF
operations by an outside independent audit firm.
---------------------------------------------------------------------------
Pursuant to FINRA Rule 7620A, FINRA/Nasdaq TRF has a special
pricing program, known as the ``Retail Participant Program'' \6\ for
which a
[[Page 8080]]
FINRA/Nasdaq TRF participant may qualify as a ``Retail Participant'' if
``substantially all of its trade reporting activity on the FINRA/Nasdaq
Trade Reporting Facility comprises Retail Orders.'' \7\ Under Rule
7620A, TRF Retail Participants are assessed fees for each of their
Media/Executing Party, Non-Media/Executing Party, Media/Contra Party,
and Non-Media/Contra Party activities on the FINRA/Nasdaq TRF. However,
they may qualify for fee discounts and fee caps (Rule 7620A), and for
securities transaction credits for trade reporting to the FINRA/Nasdaq
TRF (Rule 7610A). Specifically, the FINRA/Nasdaq TRF offers two Retail
Fee Discount Programs--one comprises volume-based discounts for Media/
Contra Party and Non-Media/Contra Party activity and the other program
is a combined fee cap for Retail Participants that engage in Media/
Executing Party and Contra Party activity on the FINRA/Nasdaq TRFs.
---------------------------------------------------------------------------
\6\ To qualify as a ``Retail Participant'' and for special
pricing under the Retail Participant fee schedule, a participant
must complete and submit to Nasdaq, as the Business Member, an
application. The application form requires the participant to attest
to its qualifications as a Retail Participant on the FINRA/Nasdaq
TRF in which it is a participant and for which it seeks Retail
Participant pricing. The participant must also attest to its
reasonable expectation that it will maintain its qualifications for
a one year period following the date of attestation. Once a
participant has been designated as a Retail Participant, it must
complete and submit a written attestation to Nasdaq on an annual
basis to retain its status as such. A Retail Participant must inform
Nasdaq promptly if at any time it ceases to qualify or it reasonably
expects that it will cease to qualify as a Retail Participant. See
FINRA Rule 7620A.03.
\7\ Pursuant to FINRA Rule 7260A.01, a ``Retail Order'' means
``an order that originates from a natural person, provided that,
prior to submission, no change is made to the terms of the order
with respect to price or side of market and the order does not
originate from a trading algorithm or any other computerized
methodology.''
---------------------------------------------------------------------------
A Retail Participant qualifies for the Retail Participant Contra
Party Fee Discount and Cap Program to the extent that it achieves,
during a given month, a qualifying volume of average daily Contra Party
activity (Media, Non-Media, or both) in a particular Tape. Within each
Tape, a qualifying Retail Participant will receive a volume-based
discount on its monthly uncapped Contra Party activity charges relative
to the standard rate ($0.013 per execution), which includes both Media/
Contra Party and Non-Media/Contra Party activity, as follows:
----------------------------------------------------------------------------------------------------------------
Maximum
Average daily Rate per monthly
Tier executions per month execution, if charge, if
per tier uncapped capped
----------------------------------------------------------------------------------------------------------------
Tape A
----------------------------------------------------------------------------------------------------------------
1...................................................... 50,000-100,000 $0.0120 n/a
2...................................................... 100,001-200,000 0.0072 n/a
3...................................................... 200,001-300,000 0.0052 n/a
4...................................................... >300,000 0.0050 $32,000
----------------------------------------------------------------------------------------------------------------
Tape B
----------------------------------------------------------------------------------------------------------------
1...................................................... 15,000-30,000 $0.0120 n/a
2...................................................... 30,001-60,000 0.0072 n/a
3...................................................... 60,001-100,000 0.0052 n/a
4...................................................... >100,000 0.0050 $11,000
----------------------------------------------------------------------------------------------------------------
Tape C
----------------------------------------------------------------------------------------------------------------
1...................................................... 50,000-100,000 $0.0120 n/a
2...................................................... 100,001-200,000 0.0072 n/a
3...................................................... 200,001-300,000 0.0052 n/a
4...................................................... >300,000 0.0050 $32,000
----------------------------------------------------------------------------------------------------------------
A Retail Participant qualifies for the Retail Participant Combined
Cap Program, when the Retail Participants engages in Media/Executing
Party activity in addition to Contra Party activity on the FINRA/Nasdaq
TRF, as follows:
------------------------------------------------------------------------
Total daily Maximum
average number of monthly
media/ executing charge, for
Tier party trades over all executing
preceding three party/contra
month period) party activity
------------------------------------------------------------------------
1................................... 1,000-2,000 $50,000
2................................... 2,001-4,000 25,000
3................................... >4,000 15,000
------------------------------------------------------------------------
Retail Participants are assessed the lowest retail pricing program
each month based on their qualifying activity.
In addition, under Rule 7620A, Retail Participants are subject to
Comparison/Accept Fees (for transactions subject to the ACT Comparison
process) at the rate of $0.0144/side per 100 shares (minimum 400
shares; maximum 7,500 shares). They are also subject to a $0.03/side
fee for clearing reports (to transfer a transaction fee charged by one
member to another member), a $0.288/
[[Page 8081]]
trade fee for late reports, a $0.50/query fee for submitting queries,
and a $0.25 fee for making corrections to transactions (cancel, errors,
inhibit, kill, break, and decline).
Currently, under Rule 7610A, FINRA members that report over-the-
counter (``OTC'') transactions in NMS stocks to a FINRA/Nasdaq TRF for
public dissemination or ``media'' purposes may receive quarterly
transaction credits that equal a percentage of FINRA/Nasdaq TRF
revenues that are attributable to the members' transactions.\8\ A
Retail Participant qualifies for transaction credits with no market
share thresholds in order to make revenue share payout more accessible
and to lower the overall trade reporting cost for a Retail Participant.
The FINRA/Nasdaq TRF offers Retail Participants that achieve less than
0.5 percent Media/Executing Party market share in Tape A or C symbols a
75 percent payout of attributable transaction credits, and a 70 percent
payout of attributable revenue in Tape B symbols for less than 0.35
percent Media/Executing Party market share during a given quarter. For
higher market shares, Retail Participants receive the same percentage
shares of attributable revenue as other participants in all Tapes.
---------------------------------------------------------------------------
\8\ Under the Rule, a transaction is attributable to a FINRA
member if a trade report submitted to the FINRA/Nasdaq TRF that the
FINRA/Nasdaq TRF then submits to either of the SIPs identifies the
FINRA member as the Executing Party on the transaction.
------------------------------------------------------------------------
Percent of
Percent of attributable
attributable revenue
Percentage market share revenue shared
shared (retail
rarticipants)
------------------------------------------------------------------------
Tape A:
Greater than or equal to 2%......... 98 98
Less than 2% but greater than or 95 95
equal to 1%........................
Less than 1% but greater than or 85 85
equal to 0.50%.....................
Less than 0.50% but greater than or 20 75
equal to 0.10%.....................
Less than 0.10%..................... 0 75
Tape B:
Greater than or equal to 2%......... 98 98
Less than 2% but greater than or 90 90
equal to 1%........................
Less than 1% but greater than or 85 85
equal to 0.35%.....................
Less than 0.35% but greater than or 10 70
equal to 0.10%.....................
Less than 0.10%..................... 0 70
Tape C:
Greater than or equal to 2%......... 98 98%
Less than 2% but greater than or 95 95
equal to 1%........................
Less than 1% but greater than or 85 85
equal to 0.50%.....................
Less than 0.50% but greater than or 20 75
equal to 0.10%.....................
Less than 0.10%..................... 0 75
------------------------------------------------------------------------
Proposed New Pricing for Retail Participants
Nasdaq, as the Business Member, proposes to charge no fees for
trade reporting to the FINRA/Nasdaq TRF for Retail Participants.
Specifically, Nasdaq proposes to eliminate the schedule of Retail
Participant transaction charges in Rule 7620A, as well as the
associated Retail Participant Contra Party Fee Discount and Cap and the
Combined Cap Programs. Nasdaq also proposes to exempt Retail
Participants from the schedule of generally applicable transaction
charges, both for Non-Comparison/Accept and Comparison/Accept trade
reports and for other fees relating to clearing reports to transfer
transaction fees, late reports, queries, and corrective actions. Along
with charging no trade reporting fees to Retail Participants, Nasdaq
proposes to eliminate transaction credits for Retail Participants.
The proposed rule change is intended to improve the competitiveness
of the FINRA/Nasdaq TRF for Retail Participants in light of recent
initiatives by retail brokers to eliminate the fees they charge for
executing retail customer transactions. As reported in the media, many
large retail brokers, such as Charles Schwab, TD Ameritrade, E-Trade
Securities, Interactive Brokers and Fidelity, have lowered commission
trading fees to zero.\9\ Nasdaq understands that these initiatives are
placing pressure on retail brokers to find ways to reduce their
operational costs as a means of offsetting their loss of retail trading
commission revenues. Nasdaq believes that its proposal would support
these efforts and attract Retail Participants to the FINRA/Nasdaq TRF.
---------------------------------------------------------------------------
\9\ See Kate Rooney, ``Battle for Zero Trading Fees Threatens
Robinhood's Business Model and Next Leg of Growth,'' CNBC, Oct. 4,
2019, www.cnbc.com/2019/10/04/battle-for-zero-trading-fees-pressures-robinhoods-next-leg-of-growth.html.
---------------------------------------------------------------------------
Currently, FINRA/Nasdaq TRF has 63 participants designated as
``Retail Participants.'' From January 2019 to September 2019, these
Retail Participants have incurred trade reporting fees that range from
nearly $0 to $50,000 per month per firm. Under the proposed rule
change, these Retail Participants will pay no fees going forward for
their trade reporting activities. Meanwhile, during the same time
period, Retail Participants with Media/Executing Party activity
received securities transaction credits that ranged from $0 to $10,000
per quarter. Under the proposed rule change, Retail Participants will
no longer be eligible for transaction credits.
No new product or service will accompany the proposed fee change.
FINRA has filed the proposed rule change for immediate
effectiveness. The operative date will be February 3, 2020.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(5) of the Act,\10\ which requires, among
other things, that FINRA rules provide for the equitable allocation of
reasonable dues, fees and other charges among members and issuers and
other persons using any facility or system that FINRA operates or
controls. All similarly situated designated Retail Participants will be
subject to the same fee and credit
[[Page 8082]]
structure and access to the FINRA/Nasdaq TRF is offered on fair and
nondiscriminatory terms.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78o-3(b)(5).
---------------------------------------------------------------------------
The Proposal Is Reasonable
Nasdaq, as the Business Member, believes the proposal to eliminate
trade reporting fees under Rule 7620A and transaction credits under
Rule 7610A for Retail Participants is reasonable in several respects.
As a threshold matter, the FINRA/Nasdaq TRF is subject to significant
competitive forces in the market for trade reporting services for OTC
trades in NMS stocks that constrain its pricing determinations in that
market. Participants can freely and do shift their trade reporting
activity between the various FINRA TRFs in response to pricing, product
or service changes. Within this context, as well as the context
discussed earlier in which several large Retail Participants have
eliminated the fees that they previously charged to their retail
customers to execute trades, the proposed rule change demonstrates that
the FINRA/Nasdaq TRF is sensitive to Retail Participants' changing
business models and their need to control operational costs. Nasdaq
believes that the proposal is a reasonable means of strengthening the
ability of the FINRA/Nasdaq TRF to compete for the trade reporting
activity of retail firms given that the proposal will improve its
attractiveness relative to that of the competing FINRA TRF.
The Proposal Is an Equitable Allocation of Credits and Charges
The proposed rule change will allocate fees and credits fairly
among FINRA/Nasdaq TRF Participants. The proposal to offer free trade
reporting for Retail Participants is an extension of the existing
Retail Participant pricing program, through which the FINRA/Nasdaq TRF
charges Retail Participants lower fees than Non-Retail
Participants.\11\ As discussed in FINRA's filing in 2018, it is
equitable to charge Retail Participants lower fees because customers of
Retail Participants generally include individuals who trade less
frequently and report fewer trades to the FINRA/Nasdaq TRF than do
other categories of customers. The Retail Pricing program was designed
to ensure that such customers, and the participants that serve them, do
not bear primary financial responsibility for helping the FINRA/Nasdaq
TRF to recover rising costs, particularly increased operational and
maintenance costs flowing from rising levels of trade reporting
activity.\12\ The current proposal is equitable because it will help
Retail Participants to further reduce their operating costs, which they
are under pressure to do as they eliminate their own retail customer
trade commissions. Nasdaq notes that even as it proposes to eliminate
trade reporting fees for Retail Participants, such Retail Participant
activity will continue to contribute to operating the FINRA/Nasdaq TRF
insofar as the FINRA/Nasdaq TRF will continue to receive a share of the
SIP transaction credits generated through retail trade reporting
activity that occurs on the FINRA/Nasdaq TRF.\13\
---------------------------------------------------------------------------
\11\ See Securities Exchange Act Release No. 83866 (August 16,
2018), 83 FR 42545 (August 22, 2018) (Notice of Filing and Immediate
Effectiveness of File No. SR-FINRA-2018-029).
\12\ See supra note 11, at 42449-50.
\13\ Nasdaq has separately provided data to the Commission in
support of this assertion, pursuant to a request for confidential
treatment under the Freedom of Information Act, 5 U.S.C. 552.
---------------------------------------------------------------------------
In addition to eliminating trade reporting fees for Retail
Participants, Nasdaq also believes that it is equitable to eliminate
the corresponding transaction credits for Retail Participants. The
FINRA/Nasdaq TRF offers transaction credits to reward significant
activity on the FINRA/Nasdaq TRF and offset trade reporting fees. To
the extent that Retail Participants would no longer pay fees for
reporting trades to the FINRA/Nasdaq TRF, the continuing payment of
such credits would serve no purpose as there would be no fees to
offset.
The Proposal Is Not Unfairly Discriminatory
Although Nasdaq intends for this proposal to benefit Retail
Participants specifically, Nasdaq does not believe that it is unfair to
do so. The Commission already permits the FINRA/Nasdaq TRF to apply
lower pricing to Retail Participants.\14\ The proposed rule change is
merely an extension of this existing pricing program.
---------------------------------------------------------------------------
\14\ See supra note 11.
---------------------------------------------------------------------------
Moreover, any financial benefit that the proposal offers to Retail
Participants will be limited in scope because the amount of the fees
that Retail Participants pay for their reporting is already small, and
the total amount of fees paid by Retail Participants is trivial
relative to the total amount of fees that Non-Retail Participants
pay.\15\ Additionally, Nasdaq notes that the FINRA/Nasdaq TRF does not
propose to adjust any of the Non-Retail Participant trade reporting
fees to offset the loss of Retail Participant trade reporting fees.
---------------------------------------------------------------------------
\15\ Nasdaq has separately provided data to the Commission in
support of these assertions, pursuant to a request for confidential
treatment under the Freedom of Information Act, 5 U.S.C. 552.
---------------------------------------------------------------------------
Relatedly, Nasdaq notes that even as it proposes to eliminate trade
reporting fees for Retail Participants, such Retail Participant
activity will continue to contribute to operating the FINRA/Nasdaq TRF
insofar as the FINRA/Nasdaq TRF will continue to receive a share of the
SIP transaction credits generated through retail trade reporting
activity that occurs on the FINRA/Nasdaq TRF.\16\ Accordingly, the
proposal will not require Non-Retail Participants to assume a larger
role in supporting the operation of the FINRA/Nasdaq TRF.
---------------------------------------------------------------------------
\16\ Nasdaq has separately provided data to the Commission in
support of this assertion, pursuant to a request for confidential
treatment under the Freedom of Information Act, 5 U.S.C. 552.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA does not believe that the proposed rule changes will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Intramarket Competition
Nasdaq, as the Business Member, does not believe that the proposed
rule change will place any category of Participant at a competitive
disadvantage. As discussed above, all Retail Participants, whether they
are large or small, and regardless of whether they report a large or
small volume of trade reports to the FINRA/Nasdaq TRF, will incur no
fees for their trade reporting activity on the FINRA/Nasdaq TRF.
Participants are free to report their over-the-counter trades in NMS
stocks to the competing FINRA TRF to the extent they believe that the
fees, product or services provided by the FINRA/Nasdaq TRF are not
attractive. Price competition between the FINRA TRFs is substantial,
with trade reporting activity and market share moving freely between
them in reaction to fee, product and service changes.
Lastly, Nasdaq notes that Retail Participants and Non-Retail
Participants do not typically compete for the same business, such that
Nasdaq does not expect the proposal to create a competitive advantage
for Retail Participants relative to Non-Retail Participants.
Intermarket Competition
Nasdaq believes that the proposal will not impose a burden on
competition among the FINRA trade reporting facilities because use of
the FINRA/Nasdaq TRF is completely voluntary
[[Page 8083]]
and subject to competition.\17\ Nasdaq, as the Business Member,
proposes this rule change to strengthen the competitive position of the
FINRA/Nasdaq TRF with respect to retail trade reporting. Nasdaq
believes its proposal will support increased competition in the market.
---------------------------------------------------------------------------
\17\ Because the FINRA/Nasdaq TRF and the FINRA/NYSE TRF are
operated by different business members competing for market share,
FINRA does not take a position on whether the pricing for one TRF is
more favorable or competitive than the pricing for the other TRF.
---------------------------------------------------------------------------
Nasdaq, as the Business Member, believes that the elimination of
trade reporting fees for Retail Participants will be necessary for the
FINRA/Nasdaq TRF to retain existing retail business and to compete for
new such business, particularly in light of recent moves by large
retail brokers to eliminate their own retail transaction fees and to
reduce their operating costs accordingly. The competition, in turn, is
free to modify its own fees and credits in response to this proposed
rule change to maintain or increase its attractiveness to participants.
Accordingly, Nasdaq believes that the risk that this proposed rule
change will impose an undue burden on intermarket competition is
extremely limited.
If market participants determine that the changes proposed herein
are inadequate or unattractive, it is likely that the FINRA/Nasdaq TRF
will lose market share as a result. Accordingly, the proposed rule
change will not impair the ability of the other FINRA TRF to maintain
its competitive standing.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \18\ and paragraph (f)(2) of Rule 19b-4
thereunder.\19\ At any time within 60 days of the filing of the
proposed rule change, the Commission summarily may temporarily suspend
such rule change if it appears to the Commission that such action is
necessary or appropriate in the public interest, for the protection of
investors, or otherwise in furtherance of the purposes of the Act. If
the Commission takes such action, the Commission shall institute
proceedings to determine whether the proposed rule should be approved
or disapproved.
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\18\ 15 U.S.C. 78s(b)(3)(A).
\19\ 17 CFR 240.19b-4(f)(2).
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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. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-FINRA-2020-004 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-FINRA-2020-004. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, 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 person, 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 website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of such filing also will be available for inspection
and copying at the principal office of FINRA. All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-FINRA-2020-004 and should be submitted
on or before March 4, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-02746 Filed 2-11-20; 8:45 am]
BILLING CODE 8011-01-P
