The Securities and Exchange Commission today announced that it has voted to adopt amendments that will require broker-dealers to disclose to investors new and enhanced information about the way they handle investors' orders.
"In the eighteen years since the Commission originally adopted its order handling and routing disclosure rules, technology and innovation have driven significant changes in the way that our equities market functions and investors transact," said Chairman Jay Clayton. "This rule amendment will make it easier for investors to evaluate how their brokers handle their orders and ultimately make more informed choices about the brokers with whom they do business."
Specifically, the Commission has amended Rule 606 of Regulation NMS to require a broker-dealer, upon a request of a customer who places a "not held" order (e.g., an order in which the customer gives the firm price and time discretion), to provide the customer with a standardized set of individualized disclosures concerning the firm's handling of the customer's orders. The new disclosures will, among other things, provide the customer with information about the average rebates the broker received from, and fees the broker paid to, trading venues.
The new disclosures are designed to help investors better understand how the broker-dealer routes and handles their orders and assess the impact of their broker-dealers' routing decisions on order execution quality. The Commission also adopted two exceptions designed to minimize the implementation costs of the new disclosure requirement on the broker-dealer industry, particularly small broker-dealers.
Today's rulemaking also includes enhancements to the quarterly public reports that broker-dealers are already required to publish. The public disclosures must now describe any terms of payment for order flow arrangements and profit-sharing relationships, among other things.
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Disclosure of Order Handling Information
Nov. 2, 2018
The Securities and Exchange Commission has adopted amendments to Regulation NMS to require additional disclosures by broker-dealers to customers regarding the handling of their orders.
Highlights of the Adopted Amendments
Customer-Specific Report on Not Held Order Handling
Newly adopted Rule 606(b)(3) under Regulation NMS will require broker-dealers to provide a customer, upon request, a report on the broker-dealer's handling of the customer's NMS stock orders submitted on a not held basis for the prior six months, divided into separate sections for a customer's directed orders and non-directed orders. This report will provide a more detailed, standardized, baseline set of disclosures that will help customers that submit not held orders to better understand how their orders are routed and handled by their broker-dealers. In addition, this report will help customers more effectively assess the impact of their broker-dealers' order routing decisions on the quality of their executions, including the risks of information leakage and potential conflicts of interest.
The report will include the number of:
- Shares sent to the broker-dealer;
- Shares executed by the broker-dealer as principal for its own account; and
- Not held orders exposed by the broker-dealer through actionable indications of interest, and the venue or venues to which they were exposed, provided that the identity of such venue or venues may be anonymized if the venue is a customer of the broker-dealer.
The report will also include the following information for each venue to which the broker-dealer routed not held orders for the customer, in the aggregate:
- Information on order routing:
- Total shares routed;
- Total shares routed marked immediate or cancel;
- Total shares routed that were further routable; and
- Average order size routed.
- Information on order execution:
- Total shares executed;
- Fill rate (shares executed divided by the shares routed);
- Average fill size;
- Average net execution fee or rebate (cents per 100 shares, specified to four decimal places);
- Total number of shares executed at the midpoint;
- Percentage of shares executed at the midpoint;
- Total number of shares executed that were priced on the side of the spread more favorable to the not held order;
- Percentage of total shares executed that were priced at the side of the spread more favorable to the not held order;
- Total number of shares executed that were priced on the side of the spread less favorable to the not held order; and
- Percentage of total shares executed that were priced on the side of the spread less favorable to the not held order.
- Information on orders that provided liquidity:
- Total number of shares executed of orders providing liquidity;
- Percentage of shares executed of orders providing liquidity;
- Average time between order entry and execution or cancellation, for orders providing liquidity (in milliseconds); and
- Average net execution rebate or fee for shares of orders providing liquidity (cents per 100 shares, specified to four decimal places).
- Information on orders that removed liquidity:
- Total number of shares executed of orders removing liquidity;
- Percentage of shares executed of orders removing liquidity; and
- Average net execution fee or rebate for shares of orders removing liquidity (cents per 100 shares, specified to four decimal places).
The requirement to provide a report on the handling of not held orders to customers will be subject to two de minimis exceptions, one at the firm-level and the other at the customer-level. Specifically, a broker-dealer is not obligated to provide the report to any customer if not held NMS stock orders constitute less than 5% of the total shares of NMS stock orders that the broker-dealer receives from its customers over the prior six months. In addition, a broker-dealer is not obligated to provide the report to a particular customer if that customer trades through the broker-dealer on average each month for the prior six months less than $1,000,000 of notional value of not held orders in NMS stock. Under the firm-level de minimis rule, the first time a broker-dealer meets or exceeds the firm-level de minimis threshold, there is a grace period of three months before the broker-dealer becomes subject to Rule 606(b)(3). This one-time grace period affords a broker-dealer time to develop the systems and processes and organize the resources necessary to generate the Rule 606(b)(3) reports.
To incorporate the new Rule 606(b)(3) report into the existing regulatory structure, the Commission is amending the existing Rule 606(b)(1) customer-specific reports to apply to orders in NMS stock that are submitted on a held basis. In addition, the Rule 606(b)(1) customer-specific reports will apply to orders in NMS stock that are submitted on a not held basis and for which the broker-dealer is not required to provide the customer a report under Rule 606(b)(3). The Commission is not otherwise altering the substance of the existing disclosures or the rule's application to orders for NMS securities that are options contracts.
Held Order Disclosures
The Commission also is enhancing the existing requirement under Rule 606 that broker-dealers provide public quarterly reports on their routing of certain orders. As amended, the rule requires such reports to cover NMS stock orders of any size that are submitted on a held basis and continue to cover any order, whether held or not held, for an NMS security that is an option contract with a market value less than $50,000. In addition, broker-dealers will now be required to:
- Report routing information separately for marketable limit orders and non-marketable limit orders;
- Report routing information by calendar month instead of quarterly and no longer categorize NMS stocks by listing market;
- Report routing information for NMS stock orders separately for securities included in the S&P 500 Index as of the first day of the quarter and other NMS stocks;
- Include the following information for the 10 venues to which the largest
number of total non-directed orders were routed for execution and for any
venue to which five percent or more of non-directed orders were routed for
- The net aggregate amount of any payment for order flow received, payment from any profit-sharing relationship received, transaction fees paid, and transaction rebates received, both as a total dollar amount and per share for: non-directed market orders, non-directed marketable limit orders, non-directed non-marketable limit orders, and other non-directed orders; and
- Include a description of the terms of any payment for order flow and any
profit-sharing arrangements that may influence a broker-dealer's order routing
decision, including, among other things:
- Incentives for equaling or exceeding an agreed upon order flow volume threshold;
- Disincentives for failing to meet an agreed upon minimum order flow threshold;
- Volume-based tiered payment schedules; and
- Agreements regarding the minimum amount of order flow that the broker-dealer would send to a venue.
Format and Retention of Reports
The order handling and routing reports required under Rule 606 as amended will be required to be made available using an XML schema and associated PDF renderer published on the Commission's website. In addition, the public quarterly order routing report required by Rule 606(a) and the public order execution report required by Rule 605 of Regulation NMS will be required to be posted on a website that is free and readily accessible to the public for a period of three years from the initial date of posting on the website.
In 2000, the Commission proposed and adopted Rule 11Ac1-6, now known as Rule 606 of Regulation NMS, to improve public disclosure of order routing practices. Limited to smaller-sized orders, it required broker-dealers to provide public quarterly reports on their routing of non-directed orders in NMS securities and to provide customers, upon request, limited customer-specific order routing information.
Since the adoption of Rule 606 of Regulation NMS, routing and execution practices have evolved as markets have become more automated, dispersed and complex. Today, trading in the U.S. equity markets is spread among a number of highly automated trading centers: 13 registered exchanges, more than 40 alternative trading systems and over 200 over-the-counter market-makers. Customer orders are regularly routed and executed using sophisticated order execution algorithms that may use a variety of trading strategies, order types, indications of interest and child orders to access these trading centers.
These market developments have presented a need for Rule 606 to be updated to provide transparency into broker-dealer order handling and routing practices that continues to be useful in today's automated and vastly more complex national market system. Rule 606 as amended will provide more meaningful disclosures relevant to today's marketplace that encourage broker-dealers to provide effective and competitive order handling and routing services, and that improve the ability of their customers to determine the quality of such broker-dealer services.
The amendments will be published on the Commission's website and in the Federal Register and will become effective 60 days from the date of publication in the Federal Register. The compliance date will be 180 days from the date of publication in the Federal Register.