[Federal Register Volume 70, Number 152 (Tuesday, August 9, 2005)]
[Notices]
[Pages 46239-46241]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-4270]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52183; File No. SR-NASD-2005-063]


Self-Regulatory Organizations; National Association of Securities 
Dealers, Inc.; Order Approving Proposed Rule Change To Amend NASD Rule 
7010(k) Relating to TRACE Transaction Data Fees

August 1, 2005.

I. Introduction

    On May 12, 2005, the National Association of Securities Dealers, 
Inc. (``NASD'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934

[[Page 46240]]

(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
amend NASD Rule 7010(k) by adding an enterprise fee structure and 
lowering another fee for real-time transaction data of the Transaction 
Reporting and Compliance Engine (``TRACE''). The Commission published 
the proposed rule change for comment in the Federal Register on June 
24, 2005.\3\ The Commission received one comment letter on the 
proposal.\4\ On July 26, 2005, NASD filed a response to the comment 
letter.\5\ This order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 51874 (June 17, 2005), 
70 FR 36681.
    \4\ See letter from Stephen Tenison to Jonathan G. Katz, 
Secretary, Commission, dated July 6, 2005 (``Tenison Letter'').
    \5\ See letter from James L. Eastman, Assistant General Counsel, 
NASD, to Katherine A. England, Assistant Director, Division of 
Market Regulation, Commission, dated July 26, 2005 (``NASD 
Letter'').
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    NASD proposes to amend NASD Rule 7010(k)(3)(A)(i), the Bond Trade 
Dissemination Service (``BTDS'') Professional Real-Time Data Display 
Fee, to enable an enterprise such as a broker-dealer to display real-
time TRACE transaction data within the enterprise on an unlimited 
number of internal display devices for a fee of $7,500 per month. NASD 
also proposes to amend NASD Rule 7010(k)(1)(A), Web Browser Access, to 
lower the fee for Level II Full Service Web Browser Access, so that the 
charge for the first user ID obtained for such access would be $50 per 
month rather than the current $80 per month.

Proposed ``Enterprise'' Fee

    Currently, NASD charges a subscriber $60 per month, per terminal 
(the BTDS Professional Real-Time Data Display Fee) to display real-time 
TRACE transaction data. NASD is proposing to amend NASD Rule 
7010(k)(3)(A)(i) to provide subscribers the option of paying a flat 
enterprise fee of $7,500 per month instead of $60 per terminal. NASD 
believes that the proposed rule change would benefit subscribers that 
have a large staff of potential internal data users who desire access 
to real-time TRACE transaction data. Instead of paying multiple $60 
fees, a subscriber would have the option to pay a flat fee of $7,500 
per month to display real-time TRACE transaction data on an unlimited 
number of internal terminals/workstations.
    The proposed $7,500 monthly enterprise fee option would lower the 
fees paid by subscribers that currently pay to display real-time TRACE 
transaction data on more than 125 terminals. In addition, the $7,500 
fee option may encourage certain subscribers that currently pay to 
display real-time TRACE transaction data on fewer than 125 terminals to 
pay the proposed $7,500 flat fee and broaden distribution of real-time 
TRACE transaction data within their organizations.
    The proposed amendment to NASD Rule 7010(k)(3)(A)(i) would apply 
only to a subscriber's internal display of real-time TRACE transaction 
data and would be independent of access method or data vendor. The 
$7,500 enterprise fee option would include unlimited terminal display 
use for individual access for all of a subscriber's employees and the 
employees of certain of its corporate affiliates.\6\
---------------------------------------------------------------------------

    \6\ A subscriber wishing to take advantage of this option would 
enter into an agreement directly with NASD, which in turn would 
notify the data vendors with which the subscriber does business to 
provide blanket permission for use of real-time TRACE transaction 
data to any user within that organization.
---------------------------------------------------------------------------

Level II Full Service Web Browser Access Fee

    NASD also proposes to amend NASD Rule 7010(k)(1)(A) to reduce fees 
paid by subscribers that receive real-time TRACE transaction data 
through Level II Full Service Web Browser Access. Such smaller 
subscribers are unlikely to benefit directly from NASD's enterprise 
pricing proposal.
    Currently, the implicit cost for the portion of Level II Full 
Service Web Browser Access for real-time TRACE transaction data is $60 
per month (per user ID).\7\ NASD proposes to reduce the cost of the 
first user ID per subscriber to receive Level II Full Service Web 
Browser Access from $80 per month to $50 per month. This change would 
reduce a subscriber's marginal cost for the data portion of Level II 
Full Service Web Browser Access for the first user ID by 50%, to $30 
per month. The proposal would reduce the costs of acquiring real-time 
TRACE transaction data for current subscribers, and NASD believes it 
might encourage some smaller professional market participants not 
currently obtaining real-time TRACE transaction data through any 
service to obtain it through the Level II Full Service Web Browser 
Access.
---------------------------------------------------------------------------

    \7\ Level II Full Service Web Browser Access today costs $80 per 
month. However, Level II Full Service Web Browser Access also grants 
users Level I Web Trade Report Only Browser Access (for trade 
reporting), which otherwise would cost an additional $20 per month, 
per user ID. Therefore, today the marginal cost of Level II Full 
Service Web Browser Access is $60 per month, per user ID.
---------------------------------------------------------------------------

    Finally, NASD no longer refers to itself using its full corporate 
name, ``the Association,'' or ``the NASD.'' Instead, NASD uses the name 
``NASD'' unless otherwise appropriate for corporate or regulatory 
reasons. Accordingly, the proposed rule change replaces, as a technical 
change, several references to ``the Association'' in Rule 7010 with the 
name ``NASD.''

III. Summary of Comments Received and NASD Response

    The Commission received one comment letter on the proposal.\8\ The 
commenter states that the proposed $7,500 enterprise fee ``would 
benefit very few users'' and ``is not in the best interest of the 
industry as a whole.'' \9\ The commenter also states that ``NASD fails 
to address what possible benefits are derived from a firm distributing 
the transaction data more widely within the organization.'' \10\ In 
response, NASD states that it believes that broadening the distribution 
of real-time TRACE transaction data ``will benefit the investing public 
and market professionals, * * * will facilitate its use, for example, 
by persons who provide brokerage and/or advisory services to retail 
investors, and will provide such professionals with an additional tool 
to better serve and inform retail investors.'' \11\ In addition, the 
commenter suggests that NASD modify the TRACE fee structure so that 
``firms submitting fewer than 1,000 trades per month are charged 
nothing to access the system.'' \12\ In response, NASD states that it 
believes that lowering ``the monthly fee for the first user within a 
member or other organization of the Level II Full Service Web Browser 
Access, by lowering the portion of that fee attributable to Real-Time 
TRACE transaction data access, is a fair and balanced approach by NASD, 
and provides for the equitable allocation of reasonable fees among 
members and other persons desiring access to TRACE market data.'' \13\
---------------------------------------------------------------------------

    \8\ Tenison Letter, supra note 4.
    \9\ Id.
    \10\ Id.
    \11\ NASD Letter, supra note 5.
    \12\ Id.
    \13\ Id.
---------------------------------------------------------------------------

IV. Discussion

    After carefully considering the proposed rule change, the comment 
submitted, and NASD's response, the Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules

[[Page 46241]]

and regulations thereunder that are applicable to a national securities 
association.\14\ In particular, the Commission believes that the 
proposed rule change is consistent with Section 15A(b)(6) of the 
Act,\15\ which requires, among other things, that the rules of an 
association 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, and Section 
15A(b)(5) of the Act,\16\ which requires, among other things, that 
rules of an association provide for the equitable allocation of 
reasonable dues, fees, and other charges among members, issuers, and 
other persons using any facility or system which the association 
operates or controls. The Commission believes that eliminating the 
marginal cost of accessing real-time TRACE transaction data beyond a 
certain number of terminals within a subscriber's organization should 
encourage wider distribution of such data. Furthermore the Commission 
believes that reducing by $30 the fee for the first user ID per 
subscriber to receive Level II Full Service Web Browser Access is 
reasonable and consistent with the Act.
---------------------------------------------------------------------------

    \14\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \15\ 15 U.S.C. 78o-3(b)(6).
    \16\ 15 U.S.C. 78o-3(b)(5).
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\17\ that the proposed rule change (SR-NASD-2005-063) be, and it 
hereby is, approved.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(2).
    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\18\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-4270 Filed 8-8-05; 8:45 am]
BILLING CODE 8010-01-P