83_FR_42905 83 FR 42741 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend FINRA Rule 7730 (Trade Reporting and Compliance Engine (TRACE)) To Remove Computer-to-Computer Interface as a Technological Option for TRACE Reporting

83 FR 42741 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend FINRA Rule 7730 (Trade Reporting and Compliance Engine (TRACE)) To Remove Computer-to-Computer Interface as a Technological Option for TRACE Reporting

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 164 (August 23, 2018)

Page Range42741-42743
FR Document2018-18156

Federal Register, Volume 83 Issue 164 (Thursday, August 23, 2018)
[Federal Register Volume 83, Number 164 (Thursday, August 23, 2018)]
[Notices]
[Pages 42741-42743]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-18156]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83868; File No. SR-FINRA-2018-030]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend 
FINRA Rule 7730 (Trade Reporting and Compliance Engine (TRACE)) To 
Remove Computer-to-Computer Interface as a Technological Option for 
TRACE Reporting

August 17, 2018.
    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 August 15, 2018, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by FINRA. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to amend FINRA Rule 7730 to modify the 
technological connectivity options available to members for reporting 
transactions to TRACE.
    The text of the proposed rule change is available on FINRA's 
website at http://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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    FINRA is proposing to amend Rule 7730 (Trade Reporting and 
Compliance Engine (TRACE)) to remove Computer-to-Computer Interface 
(``CTCI'') as a technological means of connectivity for use in 
reporting transactions to TRACE.
    Technology and connectivity options have evolved since the 
inception of the TRACE system (at which time CTCI, rather than 
Financial Information eXchange (``FIX''), was made available for TRACE 
reporting purposes).\3\ FINRA has determined that it is now appropriate 
to remove CTCI--a Nasdaq proprietary protocol--as a means of 
connectivity. Accordingly, firms would be required to report 
transactions to TRACE using one of the remaining currently available 
options: (i) Web browser access; (ii) FIX line access; or (iii) 
indirectly via third-party intermediaries (e.g., service bureaus).\4\
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    \3\ See Securities Exchange Act Release No. 42201 (December 3, 
1999), 64 FR 69305 (December 10, 1999) (Notice of Filing of File No. 
SR-NASD-99-65).
    \4\ See Rule 7730.
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    FINRA notes that FIX--an industry standard protocol--is an 
immediately available and viable alternative to CTCI that already is 
widely used by members. Since adding FIX as a protocol for transaction 
reporting to TRACE in 2011 for Securitized Products (and for corporates 
and Agency Debt Securities in 2012), approximately two thirds of firms 
with direct connections, and half of the service bureaus, have opted to 
migrate from CTCI to FIX. In fact, the majority of members that report 
trades to TRACE currently connect via FIX,\5\ and FINRA believes that 
an increasing amount of firms and service bureaus will continue to 
migrate to FIX.\6\ FINRA also believes that removing CTCI as a means of 
connectivity will reduce operational overhead and risk for FINRA.
---------------------------------------------------------------------------

    \5\ Currently, 61 members have direct FIX connections for TRACE 
reporting, 32 have direct CTCI connections, and 709 members have web 
browser access (the 709 firms with web browser access also may have 
CTCI or FIX access for connecting to TRACE). The top five members 
that connect through CTCI for reporting transactions to TRACE 
represent 63% of all TRACE reports submitted directly using a CTCI 
connection. In addition, five service bureaus report to TRACE 
through CTCI connections and five report through FIX connections. 
The five service bureaus that use CTCI report transactions to TRACE 
on behalf of 191 members in aggregate, with over 95% of these 
transaction reports received from one service bureau. For all TRACE-
eligible securities, approximately 33% of all transaction reports 
are received via CTCI, which consists of 23% submitted by members 
with direct CTCI connections and 10% by service bureaus connected 
via CTCI.
    \6\ For example, members may report trades to the recently 
approved second FINRA/Nasdaq Trade Reporting Facility via FIX but 
firms will not have the option to report trades via CTCI. See 
Securities Exchange Act Release No. 83082 (April 20, 2018), 83 FR 
18379 (April 26, 2018) (Notice of Filing of File No. SR-FINRA-2018-
013).
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    Accordingly, FINRA is proposing to amend Rule 7730 to remove CTCI 
as a means of connectivity for members to report transactions to 
TRACE.\7\ FINRA intends to provide ample time, until February 3, 2020, 
to allow firms that still use CTCI as a means of connectivity to 
migrate, and will permit members to migrate at any point throughout the 
implementation period. During that timeframe, FINRA also will engage in 
extensive outreach with the industry to assist in migration awareness 
and efforts.\8\
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    \7\ FINRA will be eliminating CTCI as a means of connectivity 
for reporting to all FINRA trade reporting facilities.
    \8\ In addition to general outreach (industry-wide calls and a 
Technical Notice), FINRA will contact each individual firm that 
directly reports to TRACE via CTCI by email and telephone to provide 
information and assistance in connection with the migration.
---------------------------------------------------------------------------

    If the Commission approves the proposed rule change, the effective 
date of the proposed rule change will be February 3, 2020.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\9\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

    FINRA is proposing to amend Rule 7730 to remove CTCI as a means of 
connectivity for members to report transactions to TRACE. FINRA does 
not believe the proposed rule change will have a significant impact, as 
a majority of members already use FIX as a means of connectivity to 
report trades to TRACE, and FINRA believes that an increasing amount of 
members and service providers are migrating to exclusive use of FIX. 
FIX is an industry standard protocol that is an immediately available 
and viable alternative for the minority of members who directly use 
CTCI as a means of connectivity to report transactions to TRACE.

[[Page 42742]]

B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.
Economic Impact Assessment
    FINRA has undertaken an economic impact assessment, as set forth 
below, to further analyze the regulatory need for the proposed rule 
change, the economic baseline, the economic impact, and the 
alternatives considered.
Regulatory Need
    Rule 7730 provides that members may report transactions to TRACE 
via CTCI protocol. Due to technological advances, FINRA is proposing to 
discontinue supporting CTCI as means of connectivity for members to 
report transactions. Therefore, FINRA is proposing to amend Rule 7730 
to reflect this change.
Economic Baseline
    The baseline for the proposed amendment is current Rule 7730, which 
allows members to report to TRACE via (1) CTCI, (2) FIX, (3) web 
browser, or (4) indirectly via a third party intermediary. Presently, 
32 members directly report transactions to TRACE via CTCI and 61 
members directly report transactions to TRACE via FIX. In addition, 
five service bureaus report transactions to TRACE via FIX (on behalf of 
25 members), and five service bureaus report transactions to TRACE via 
CTCI (on behalf of 191 members).\10\ Firms reporting via either CTCI or 
FIX are charged $25/month to do so. Firms that report via a web browser 
are charged $20/month per user ID. For all TRACE-eligible securities, 
approximately 33% of all transaction reports are received via CTCI, 
which consists of 23% submitted by members with direct CTCI connections 
and 10% by service bureaus connected via CTCI.
---------------------------------------------------------------------------

    \10\ See supra note 5.
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Economic Impact
    The proposal would apply equally to all members who report 
transactions to TRACE. However, there is no impact to firms that 
currently report via FIX or a web browser. Only firms reporting via 
CTCI would incur additional costs as a result of the proposed rule 
change.
    There are 223 members that use CTCI (either directly or indirectly) 
for TRACE reporting purposes.\11\ However, the majority of these 
members (191) are indirectly impacted--i.e., those who report through a 
service bureau--since most of the work to migrate to the FIX protocol 
will be performed by the service bureaus. Although the service bureaus 
may choose to pass some or all of the cost of reprogramming on to the 
member firms, the costs would be spread across these firms.
---------------------------------------------------------------------------

    \11\ At the time of this filing, 309 members report to TRACE via 
CTCI or FIX (either directly or indirectly).
---------------------------------------------------------------------------

    The 32 members reporting directly via their own CTCI connection 
would incur costs associated with reporting via a new method. These 
members would face a tradeoff between greater upfront costs and on-
going efficiencies. The development of a compliant FIX submission 
protocol would require up-front investment, but could provide cost-
saving efficiency over time.\12\ A firm that chooses not to replace 
CTCI with FIX, but instead chooses to submit their trades via web 
browser access, will require a more limited initial investment, but 
relatively more on-going cost. Presumably, firms will choose a new 
reporting method that minimizes their overall costs or maximizes their 
efficiency. Anecdotally, FINRA understands that some firms are 
contemplating discontinuing use of CTCI and migrating to FIX. For these 
firms, however, the proposal may result in them incurring certain costs 
sooner than planned.
---------------------------------------------------------------------------

    \12\ The programming costs that these firms incur would vary due 
to a number of factors, including existing expertise.
---------------------------------------------------------------------------

    For FINRA, each protocol type requires maintenance and support, and 
maintaining two protocols increases operational risk.\13\ There is 
inherent risk associated with supporting any information technology 
system, including risk of an operational failure. Since CTCI currently 
is used to collect transaction information, an operational event could 
negatively impact any market stakeholder that uses disseminated 
transaction information. Thus, a benefit of this proposal would be to 
eliminate risk associated with supporting CTCI. Since an operational 
event could harm the integrity of the market (by resulting in 
information asymmetry), this benefit should accrue to all market 
stakeholders. Thus, it is FINRA's view that the benefits of the 
amendment outweigh any associated cost.
---------------------------------------------------------------------------

    \13\ FINRA also should realize cost savings as a result of the 
proposal, since it no longer would need to maintain a CTCI protocol.
---------------------------------------------------------------------------

Alternatives Considered
    FINRA considered maintaining the status quo and continuing to 
support CTCI. However, given the decreased reliance on the protocol and 
that the owner of the protocol does not intend to support it for its 
new facility,\14\ FINRA determined that it is now appropriate to retire 
the protocol for the purpose of reporting transactions to FINRA 
facilities.
---------------------------------------------------------------------------

    \14\ See supra note 6.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-FINRA-2018-030 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-2018-030. 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 (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule

[[Page 42743]]

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-2018-
030, and should be submitted on or before September 13, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18156 Filed 8-22-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                                           Federal Register / Vol. 83, No. 164 / Thursday, August 23, 2018 / Notices                                                    42741

                                                 For the Commission, by the Division of                in Item IV below. FINRA has prepared                  amount of firms and service bureaus
                                               Trading and Markets, pursuant to delegated              summaries, set forth in sections A, B,                will continue to migrate to FIX.6 FINRA
                                               authority.11                                            and C below, of the most significant                  also believes that removing CTCI as a
                                               Eduardo A. Aleman,                                      aspects of such statements.                           means of connectivity will reduce
                                               Assistant Secretary.                                                                                          operational overhead and risk for
                                                                                                       A. Self-Regulatory Organization’s
                                               [FR Doc. 2018–18164 Filed 8–22–18; 8:45 am]
                                                                                                       Statement of the Purpose of, and the                  FINRA.
                                               BILLING CODE 8011–01–P
                                                                                                       Statutory Basis for, the Proposed Rule                   Accordingly, FINRA is proposing to
                                                                                                       Change                                                amend Rule 7730 to remove CTCI as a
                                                                                                                                                             means of connectivity for members to
                                               SECURITIES AND EXCHANGE                                 1. Purpose                                            report transactions to TRACE.7 FINRA
                                               COMMISSION                                                 FINRA is proposing to amend Rule                   intends to provide ample time, until
                                               [Release No. 34–83868; File No. SR–FINRA–               7730 (Trade Reporting and Compliance                  February 3, 2020, to allow firms that
                                               2018–030]                                               Engine (TRACE)) to remove Computer-                   still use CTCI as a means of connectivity
                                                                                                       to-Computer Interface (‘‘CTCI’’) as a                 to migrate, and will permit members to
                                               Self-Regulatory Organizations;                          technological means of connectivity for               migrate at any point throughout the
                                               Financial Industry Regulatory                           use in reporting transactions to TRACE.               implementation period. During that
                                               Authority, Inc.; Notice of Filing of a                     Technology and connectivity options                timeframe, FINRA also will engage in
                                               Proposed Rule Change To Amend                           have evolved since the inception of the               extensive outreach with the industry to
                                               FINRA Rule 7730 (Trade Reporting and                    TRACE system (at which time CTCI,                     assist in migration awareness and
                                               Compliance Engine (TRACE)) To                           rather than Financial Information                     efforts.8
                                               Remove Computer-to-Computer                             eXchange (‘‘FIX’’), was made available                   If the Commission approves the
                                               Interface as a Technological Option for                 for TRACE reporting purposes).3 FINRA                 proposed rule change, the effective date
                                               TRACE Reporting                                         has determined that it is now                         of the proposed rule change will be
                                                                                                       appropriate to remove CTCI—a Nasdaq                   February 3, 2020.
                                               August 17, 2018.                                        proprietary protocol—as a means of
                                                  Pursuant to Section 19(b)(1) of the                  connectivity. Accordingly, firms would                2. Statutory Basis
                                               Securities Exchange Act of 1934                         be required to report transactions to                    FINRA believes that the proposed rule
                                               (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 TRACE using one of the remaining                      change is consistent with the provisions
                                               notice is hereby given that on August                   currently available options: (i) Web                  of Section 15A(b)(6) of the Act,9 which
                                               15, 2018, Financial Industry Regulatory                 browser access; (ii) FIX line access; or              requires, among other things, that
                                               Authority, Inc. (‘‘FINRA’’) filed with the              (iii) indirectly via third-party                      FINRA rules must be designed to
                                               Securities and Exchange Commission                      intermediaries (e.g., service bureaus).4              prevent fraudulent and manipulative
                                               (‘‘Commission’’) the proposed rule                         FINRA notes that FIX—an industry                   acts and practices, to promote just and
                                               change as described in Items I, II, and                 standard protocol—is an immediately                   equitable principles of trade, and, in
                                               III below, which Items have been                        available and viable alternative to CTCI              general, to protect investors and the
                                               prepared by FINRA. The Commission is                    that already is widely used by members.               public interest.
                                               publishing this notice to solicit                       Since adding FIX as a protocol for                       FINRA is proposing to amend Rule
                                               comments on the proposed rule change                    transaction reporting to TRACE in 2011                7730 to remove CTCI as a means of
                                               from interested persons.                                for Securitized Products (and for                     connectivity for members to report
                                               I. Self-Regulatory Organization’s                       corporates and Agency Debt Securities                 transactions to TRACE. FINRA does not
                                               Statement of the Terms of Substance of                  in 2012), approximately two thirds of                 believe the proposed rule change will
                                               the Proposed Rule Change                                firms with direct connections, and half               have a significant impact, as a majority
                                                                                                       of the service bureaus, have opted to                 of members already use FIX as a means
                                                  FINRA is proposing to amend FINRA                    migrate from CTCI to FIX. In fact, the                of connectivity to report trades to
                                               Rule 7730 to modify the technological                   majority of members that report trades                TRACE, and FINRA believes that an
                                               connectivity options available to                       to TRACE currently connect via FIX,5                  increasing amount of members and
                                               members for reporting transactions to                   and FINRA believes that an increasing                 service providers are migrating to
                                               TRACE.                                                                                                        exclusive use of FIX. FIX is an industry
                                                  The text of the proposed rule change                    3 See Securities Exchange Act Release No. 42201
                                                                                                                                                             standard protocol that is an immediately
                                               is available on FINRA’s website at                      (December 3, 1999), 64 FR 69305 (December 10,
                                                                                                                                                             available and viable alternative for the
                                               http://www.finra.org, at the principal                  1999) (Notice of Filing of File No. SR–NASD–99–
                                                                                                       65).                                                  minority of members who directly use
                                               office of FINRA and at the                                 4 See Rule 7730.                                   CTCI as a means of connectivity to
                                               Commission’s Public Reference Room.                        5 Currently, 61 members have direct FIX            report transactions to TRACE.
                                               II. Self-Regulatory Organization’s                      connections for TRACE reporting, 32 have direct
                                                                                                       CTCI connections, and 709 members have web
                                               Statement of the Purpose of, and                        browser access (the 709 firms with web browser
                                                                                                                                                               6 For example, members may report trades to the

                                               Statutory Basis for, the Proposed Rule                  access also may have CTCI or FIX access for           recently approved second FINRA/Nasdaq Trade
                                                                                                                                                             Reporting Facility via FIX but firms will not have
                                               Change                                                  connecting to TRACE). The top five members that
                                                                                                                                                             the option to report trades via CTCI. See Securities
                                                                                                       connect through CTCI for reporting transactions to
                                                 In its filing with the Commission,                    TRACE represent 63% of all TRACE reports              Exchange Act Release No. 83082 (April 20, 2018),
                                                                                                                                                             83 FR 18379 (April 26, 2018) (Notice of Filing of
                                               FINRA included statements concerning                    submitted directly using a CTCI connection. In
                                                                                                                                                             File No. SR–FINRA–2018–013).
                                               the purpose of and basis for the                        addition, five service bureaus report to TRACE
                                                                                                                                                               7 FINRA will be eliminating CTCI as a means of
                                                                                                       through CTCI connections and five report through
                                               proposed rule change and discussed any
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                       FIX connections. The five service bureaus that use    connectivity for reporting to all FINRA trade
                                               comments it received on the proposed                    CTCI report transactions to TRACE on behalf of 191    reporting facilities.
                                                                                                                                                               8 In addition to general outreach (industry-wide
                                               rule change. The text of these statements               members in aggregate, with over 95% of these
                                                                                                       transaction reports received from one service         calls and a Technical Notice), FINRA will contact
                                               may be examined at the places specified                                                                       each individual firm that directly reports to TRACE
                                                                                                       bureau. For all TRACE-eligible securities,
                                                                                                       approximately 33% of all transaction reports are      via CTCI by email and telephone to provide
                                                 11 17 CFR 200.30–3(a)(12).                            received via CTCI, which consists of 23% submitted    information and assistance in connection with the
                                                 1 15 U.S.C. 78s(b)(1).                                                                                      migration.
                                                                                                       by members with direct CTCI connections and 10%
                                                 2 17 CFR 240.19b–4.                                   by service bureaus connected via CTCI.                  9 15 U.S.C. 78o–3(b)(6).




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                                               42742                       Federal Register / Vol. 83, No. 164 / Thursday, August 23, 2018 / Notices

                                               B. Self-Regulatory Organization’s                       indirectly impacted—i.e., those who                     support it for its new facility,14 FINRA
                                               Statement on Burden on Competition                      report through a service bureau—since                   determined that it is now appropriate to
                                                 FINRA does not believe that the                       most of the work to migrate to the FIX                  retire the protocol for the purpose of
                                               proposed rule change will result in any                 protocol will be performed by the                       reporting transactions to FINRA
                                               burden on competition that is not                       service bureaus. Although the service                   facilities.
                                               necessary or appropriate in furtherance                 bureaus may choose to pass some or all
                                                                                                       of the cost of reprogramming on to the                  C. Self-Regulatory Organization’s
                                               of the purposes of the Act.                                                                                     Statement on Comments on the
                                                                                                       member firms, the costs would be
                                               Economic Impact Assessment                              spread across these firms.                              Proposed Rule Change Received From
                                                                                                          The 32 members reporting directly via                Members, Participants, or Others
                                                  FINRA has undertaken an economic
                                               impact assessment, as set forth below, to               their own CTCI connection would incur                     Written comments were neither
                                               further analyze the regulatory need for                 costs associated with reporting via a                   solicited nor received.
                                               the proposed rule change, the economic                  new method. These members would
                                                                                                                                                               III. Date of Effectiveness of the
                                               baseline, the economic impact, and the                  face a tradeoff between greater upfront
                                                                                                       costs and on-going efficiencies. The                    Proposed Rule Change and Timing for
                                               alternatives considered.                                                                                        Commission Action
                                                                                                       development of a compliant FIX
                                               Regulatory Need                                         submission protocol would require up-                      Within 45 days of the date of
                                                  Rule 7730 provides that members may                  front investment, but could provide                     publication of this notice in the Federal
                                               report transactions to TRACE via CTCI                   cost-saving efficiency over time.12 A                   Register or within such longer period (i)
                                               protocol. Due to technological advances,                firm that chooses not to replace CTCI                   as the Commission may designate up to
                                               FINRA is proposing to discontinue                       with FIX, but instead chooses to submit                 90 days of such date if it finds such
                                               supporting CTCI as means of                             their trades via web browser access, will               longer period to be appropriate and
                                               connectivity for members to report                      require a more limited initial                          publishes its reasons for so finding or
                                               transactions. Therefore, FINRA is                       investment, but relatively more on-going                (ii) as to which the self-regulatory
                                               proposing to amend Rule 7730 to reflect                 cost. Presumably, firms will choose a                   organization consents, the Commission
                                               this change.                                            new reporting method that minimizes                     will:
                                                                                                       their overall costs or maximizes their                     (A) By order approve or disapprove
                                               Economic Baseline                                       efficiency. Anecdotally, FINRA                          such proposed rule change, or
                                                  The baseline for the proposed                        understands that some firms are                            (B) institute proceedings to determine
                                               amendment is current Rule 7730, which                   contemplating discontinuing use of                      whether the proposed rule change
                                               allows members to report to TRACE via                   CTCI and migrating to FIX. For these                    should be disapproved.
                                               (1) CTCI, (2) FIX, (3) web browser, or (4)              firms, however, the proposal may result
                                                                                                                                                               IV. Solicitation of Comments
                                               indirectly via a third party intermediary.              in them incurring certain costs sooner
                                                                                                       than planned.                                             Interested persons are invited to
                                               Presently, 32 members directly report
                                                                                                          For FINRA, each protocol type                        submit written data, views, and
                                               transactions to TRACE via CTCI and 61
                                                                                                       requires maintenance and support, and                   arguments concerning the foregoing,
                                               members directly report transactions to
                                                                                                       maintaining two protocols increases                     including whether the proposed rule
                                               TRACE via FIX. In addition, five service
                                                                                                       operational risk.13 There is inherent risk              change is consistent with the Act.
                                               bureaus report transactions to TRACE
                                                                                                       associated with supporting any                          Comments may be submitted by any of
                                               via FIX (on behalf of 25 members), and
                                                                                                       information technology system,                          the following methods:
                                               five service bureaus report transactions
                                                                                                       including risk of an operational failure.
                                               to TRACE via CTCI (on behalf of 191                                                                             Electronic Comments
                                                                                                       Since CTCI currently is used to collect
                                               members).10 Firms reporting via either                                                                            • Use the Commission’s internet
                                                                                                       transaction information, an operational
                                               CTCI or FIX are charged $25/month to                                                                            comment form (http://www.sec.gov/
                                                                                                       event could negatively impact any
                                               do so. Firms that report via a web                                                                              rules/sro.shtml); or
                                                                                                       market stakeholder that uses
                                               browser are charged $20/month per user                                                                            • Send an email to rule-comments@
                                                                                                       disseminated transaction information.
                                               ID. For all TRACE-eligible securities,                                                                          sec.gov. Please include File Number SR–
                                                                                                       Thus, a benefit of this proposal would
                                               approximately 33% of all transaction                                                                            FINRA–2018–030 on the subject line.
                                                                                                       be to eliminate risk associated with
                                               reports are received via CTCI, which
                                                                                                       supporting CTCI. Since an operational                   Paper Comments
                                               consists of 23% submitted by members                    event could harm the integrity of the
                                               with direct CTCI connections and 10%                    market (by resulting in information                       • Send paper comments in triplicate
                                               by service bureaus connected via CTCI.                  asymmetry), this benefit should accrue                  to Secretary, Securities and Exchange
                                               Economic Impact                                         to all market stakeholders. Thus, it is                 Commission, 100 F Street NE,
                                                                                                       FINRA’s view that the benefits of the                   Washington, DC 20549–1090.
                                                  The proposal would apply equally to
                                                                                                       amendment outweigh any associated                       All submissions should refer to File
                                               all members who report transactions to
                                                                                                       cost.                                                   Number SR–FINRA–2018–030. This file
                                               TRACE. However, there is no impact to
                                                                                                                                                               number should be included on the
                                               firms that currently report via FIX or a                Alternatives Considered                                 subject line if email is used. To help the
                                               web browser. Only firms reporting via                     FINRA considered maintaining the                      Commission process and review your
                                               CTCI would incur additional costs as a                  status quo and continuing to support                    comments more efficiently, please use
                                               result of the proposed rule change.                     CTCI. However, given the decreased                      only one method. The Commission will
                                                  There are 223 members that use CTCI                  reliance on the protocol and that the                   post all comments on the Commission’s
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                                               (either directly or indirectly) for TRACE               owner of the protocol does not intend to                internet website (http://www.sec.gov/
                                               reporting purposes.11 However, the
                                                                                                                                                               rules/sro.shtml). Copies of the
                                               majority of these members (191) are                       12 The programming costs that these firms incur
                                                                                                                                                               submission, all subsequent
                                                                                                       would vary due to a number of factors, including
                                                 10 See supra note 5.                                  existing expertise.
                                                                                                                                                               amendments, all written statements
                                                 11 Atthe time of this filing, 309 members report        13 FINRA also should realize cost savings as a        with respect to the proposed rule
                                               to TRACE via CTCI or FIX (either directly or            result of the proposal, since it no longer would need
                                               indirectly).                                            to maintain a CTCI protocol.                             14 See   supra note 6.



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                                                                              Federal Register / Vol. 83, No. 164 / Thursday, August 23, 2018 / Notices                                                  42743

                                               change that are filed with the                          of the Act 3 and Rule 19b–4(f)(6) 4                     II. Clearing Agency’s Statement of the
                                               Commission, and all written                             thereunder. The Commission is                           Purpose of, and Statutory Basis for, the
                                               communications relating to the                          publishing this notice to solicit                       Proposed Rule Change
                                               proposed rule change between the                        comments on the proposed rule change                      In its filing with the Commission, the
                                               Commission and any person, other than                   from interested persons.                                clearing agency included statements
                                               those that may be withheld from the
                                                                                                       I. Clearing Agency’s Statement of the                   concerning the purpose of and basis for
                                               public in accordance with the
                                                                                                       Terms of Substance of the Proposed                      the proposed rule change and discussed
                                               provisions of 5 U.S.C. 552, will be
                                                                                                       Rule Change                                             any comments it received on the
                                               available for website viewing and
                                                                                                                                                               proposed rule change. The text of these
                                               printing in the Commission’s Public
                                                                                                          The proposed rule change of DTC                      statements may be examined at the
                                               Reference Room, 100 F Street NE,
                                                                                                       would amend the Operational                             places specified in Item IV below. The
                                               Washington, DC 20549 on official
                                                                                                       Arrangements and the Distributions                      clearing agency has prepared
                                               business days between the hours of
                                                                                                       Guide‘‘ 5 to streamline the process for                 summaries, set forth in sections A, B,
                                               10:00 a.m. and 3:00 p.m. Copies of such
                                                                                                       reducing payment to a Participant of a                  and C below, of the most significant
                                               filing also will be available for
                                                                                                       dividend or interest payment with                       aspects of such statements.
                                               inspection and copying at the principal
                                               office of FINRA. All comments received                  respect to an equity or debt security,                  (A) Clearing Agency’s Statement of the
                                               will be posted without change. Persons                  when such Participant held, on the                      Purpose of, and Statutory Basis for, the
                                               submitting comments are cautioned that                  record date for the distribution: (i)                   Proposed Rule Change
                                               we do not redact or edit personal                       Shares of the security that had been
                                                                                                       repurchased by the issuer of the security               1. Purpose
                                               identifying information from comment
                                               submissions. You should submit only                     (‘‘Treasury Shares’’) or (ii) debt that had                The proposed rule change would
                                               information that you wish to make                       been repurchased by the issuer of the                   amend the Operational Arrangements
                                               available publicly. All submissions                     debt (‘‘Repurchased Debt Securities’’).                 and the Distributions Guide to
                                               should refer to File Number SR–FINRA–                   Specifically, DTC proposes to provide                   streamline the process for reducing
                                               2018–030, and should be submitted on                    functionality to Participants so that a                 payment to a Participant of a dividend
                                               or before September 13, 2018.                           Participant that held Treasury Shares or                or interest payment with respect to an
                                                 For the Commission, by the Division of                Repurchased Debt Securities on the                      equity or debt security, when such
                                               Trading and Markets, pursuant to delegated              record date would use the Corporate                     Participant held, on the record date for
                                               authority.15                                            Actions Web (‘‘CA Web’’) to reduce its                  the distribution, Treasury Shares or
                                               Eduardo A. Aleman,                                      entitlement to the distribution by the                  Repurchased Debt Securities.
                                               Assistant Secretary.                                    amount attributable to the Treasury                     Specifically, DTC proposes to provide
                                               [FR Doc. 2018–18156 Filed 8–22–18; 8:45 am]             Shares or Repurchased Debt Securities.                  functionality to Participants so that a
                                               BILLING CODE 8011–01–P                                  The proposed rule change would also                     Participant that held Treasury Shares or
                                                                                                       amend the Fee Guide to modify and                       Repurchased Debt Securities on the
                                                                                                                                                               record date would use the CA Web to
                                                                                                       clarify the fees associated with Treasury
                                               SECURITIES AND EXCHANGE                                                                                         reduce its entitlement to the distribution
                                                                                                       Shares or Repurchased Debt Securities
                                               COMMISSION                                                                                                      by the amount attributable to the
                                                                                                       adjustments.6 In addition, DTC would
                                                                                                                                                               Treasury Shares or Repurchased Debt
                                                                                                       make ministerial and clarifying changes                 Securities. The proposed rule change
                                               [Release No. 34–83871; File No. SR–DTC–                 to the Operational Arrangements and
                                               2018–007]
                                                                                                                                                               would also amend the Fee Guide to
                                                                                                       the Fee Guide, as discussed below.                      modify and clarify the fees associated
                                               Self-Regulatory Organizations; The                                                                              with Treasury Shares or Repurchased
                                                                                                         3 15  U.S.C. 78s(b)(3)(A).
                                               Depository Trust Company; Notice of                                                                             Debt Securities adjustments. In
                                                                                                         4 17  CFR 240.19b–4(f)(6).
                                               Filing and Immediate Effectiveness of                      5 Each capitalized term not otherwise defined
                                                                                                                                                               addition, DTC would make ministerial
                                               Proposed Rule Change To Amend the                                                                               and clarifying changes to the
                                                                                                       herein has its respective meaning as set forth in the
                                               Process of the Reduction of Dividend                    Rules, By-Laws and Organization Certificate of DTC      Operational Arrangements and the Fee
                                               or Interest Payments to a Participant                   (the ‘‘Rules’’), available at http://www.dtcc.com/      Guide, as discussed below.
                                               on Treasury Shares or Repurchased                       legal/rules-and-procedures.aspx; the DTC
                                                                                                       Operational Arrangements (Necessary for Securities      (i) Background
                                               Debt Securities                                         to Become and Remain Eligible for DTC Services)         A. Dividend and Interest Payments
                                                                                                       (‘‘Operational Arrangements’’), available at http://
                                               August 17, 2018.
                                                                                                       www.dtcc.com/∼/media/Files/Downloads/legal/                DTC receives information on dividend
                                                  Pursuant to Section 19(b)(1) of the                  issue-eligibility/eligibility/operational-              and interest payment distributions
                                               Securities Exchange Act of 1934                         arrangements.pdf; the Distributions Service Guide
                                                                                                       (the ‘‘Distributions Guide’’), available at http://     (each, an ‘‘announcement’’) from the
                                               (‘‘Act’’) 1 and Rule 19b–4 thereunder,2                 www.dtcc.com/∼/media/Files/Downloads/legal/             issuer, the transfer agent or paying agent
                                               notice is hereby given that on August 9,                service-guides/Service%20Guide                          of the issuer (each, an ‘‘Agent’’),
                                               2018, The Depository Trust Company                      %20Distributions.pdf; and the Guide to the 2018         exchanges, trustees, and various other
                                               (‘‘DTC’’) filed with the Securities and                 DTC Fee Schedule (‘‘Fee Guide’’), available at
                                                                                                                                                               industry sources.7 An announcement of
                                               Exchange Commission (‘‘Commission’’)                    http://www.dtcc.com/∼/media/Files/Downloads/
                                                                                                       legal/fee-guides/dtcfeeguide.pdf.                       a distribution typically includes, among
                                               the proposed rule change as described                      6 The proposed rule changes with respect to the      other things, a security description and
                                               in Items I, II and III below, which Items                                                                       CUSIP, record date, payable date, and
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                                                                                                       Fee Guide would apply to Treasury Shares or
                                               have been prepared by the clearing                      Repurchased Debt Securities position adjustments        either the rate per share for a dividend
                                               agency. DTC filed the proposed rule                     in connection with distributions with a record date     or the interest rate per $1,000 principal
                                               change pursuant to Section 19(b)(3)(A)                  as well as to distributions with an effective date
                                                                                                       (i.e., mandatory corporate actions). For information
                                                                                                                                                               amount. DTC uses the information to
                                                                                                       on the process for reducing payment on Treasury
                                                 15 17 CFR 200.30–3(a)(12).                            Shares or Repurchased Debt Securities in                  7 DTC also maintains internal records for
                                                 1 15 U.S.C. 78s(b)(1).                                connection with an effective date distribution, see     scheduled fixed rate interest and principal
                                                 2 17 CFR 240.19b–4.                                   Operational Arrangements, supra note 5, at 42–43.       payments.



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Document Created: 2018-08-23 00:33:15
Document Modified: 2018-08-23 00:33:15
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 42741 

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