[Federal Register Volume 83, Number 114 (Wednesday, June 13, 2018)]
[Notices]
[Pages 27643-27647]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-12648]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83393; File No. SR-FINRA-2018-023]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend 
FINRA Rule 6730 Relating to ATS Reporting of Transactions to TRACE in 
U.S. Treasury Securities

June 7, 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 June 5, 2018, 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. 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 Rule 6730 to require alternative 
trading systems (``ATSs'') that report transactions in U.S. Treasury 
Securities to the Transaction Reporting and Compliance Engine 
(``TRACE'') to identify non-FINRA member subscribers on those 
transaction reports.
    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

[[Page 27644]]

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
    On October 18, 2016, the SEC approved a proposed rule change to 
require FINRA members to report secondary market transactions in U.S. 
Treasury Securities to TRACE,\3\ and on July 10, 2017, FINRA members 
began reporting transaction information on U.S. Treasury Security 
transactions through TRACE.\4\ As approved, TRACE transaction 
information in U.S. Treasury Securities is for regulatory purposes only 
and is not disseminated publicly.\5\
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    \3\ See Securities Exchange Act Release No. 79116 (October 18, 
2016), 81 FR 73167 (October 24, 2016) (Order Granting Accelerated 
Approval of File No. SR-FINRA-2016-027).
    \4\ See Regulatory Notice 16-39 (October 2016).
    \5\ See Rule 6750(c)(5).
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    As with all TRACE reporting, transactions in U.S. Treasury 
Securities that occur on an ATS generally must be reported to TRACE by 
the counterparties, if they are FINRA members, and by the ATS 
itself.\6\ A significant amount of trading activity in U.S. Treasury 
Securities on ATSs involves market participants that are not registered 
as broker-dealers or are not FINRA members, including, for example, 
hedge funds, banks and principal trading firms (``PTFs''). As the U.S. 
Department of the Treasury (``Treasury Department'') noted in its 
recent Capital Markets Report, ``[t]rading activity [in U.S. Treasury 
Securities] on the major electronic interdealer platforms is dominated 
by PTFs, . . . . and collectively they account for over half of all 
transaction volumes in the interdealer broker segment of the [cash 
Treasury] market.'' \7\ Although the Capital Markets Report does not 
define a ``PTF,'' the Joint Staff Report identifies the following as 
typical characteristics of PTFs: (i) Principal investor; (ii) deploys 
proprietary automated trading strategies; (iii) low latency is 
typically a key element of the trading strategies; and (iv) may be 
registered as a broker-dealer but does not have clients as in a typical 
broker-dealer business model.\8\
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    \6\ See Regulatory Notice 14-53 (November 2014). There are 
limited exemptions available where all the counterparties are FINRA 
members, which would not apply where a transaction on an ATS 
involves a non-FINRA member.
    \7\ See Treasury Department, A Financial System That Creates 
Economic Opportunities: Capital Markets, Report to President Donald 
J. Trump, Executive Order 13772 on Core Principles for Regulating 
the United States Financial System, at 79-80 (October 2017) 
(``Capital Markets Report''), https://www.treasury.gov/press-center/press-releases/Documents/A-Financial-System-Capital-Markets-FINAL-FINAL.pdf. The Capital Markets Report cited the July 13, 2015 Joint 
Staff Report (``Joint Staff Report'' or ``JSR'') issued by the U.S. 
Department of the Treasury, the Board of Governors of the Federal 
Reserve System, the Federal Reserve Bank of New York, the SEC, and 
the U.S. Commodity Futures Trading Commission (Inter-Agency Working 
Group for Treasury Market Surveillance members (IAWG) or ``official 
sector'') in response to unusually high levels of volatility and a 
very rapid round-trip in prices that occurred in the market for U.S. 
Treasury Securities, futures, and other related financial products 
on October 15, 2014, https://www.treasury.gov/press-center/press-releases/Documents/Joint_Staff_Report_Treasury_10-15-2015.pdf.
    \8\ See JSR, at 50.
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    Because each current ATS is a FINRA member, all of the trading 
activity in TRACE-Eligible Securities occurring on an ATS is required 
to be reported to TRACE by that ATS; however, the identities of non-
FINRA members (including, but not limited to, hedge funds, banks and 
PTFs) trading on the ATSs are not reported because they are treated as 
customers, not FINRA members. Thus, while an ATS identifies a specific 
FINRA-member counterparty on its TRACE reports by that counterparty's 
market participant identifier (``MPID''), for transactions involving 
non-FINRA members, the ATS reports the trade as a generic customer 
trade and identifies the counterparty only with a ``C'' identifier. 
Because of this, as the Capital Markets Report noted, ``[i]n essence, a 
significant portion of PTF activity is anonymized in the TRACE data.'' 
\9\ The Treasury Department therefore recommended ``closing the gap in 
the granularity of PTF data'' by requiring ATSs that facilitate 
transactions in U.S. Treasury Securities ``to identify customers in 
their reports of Treasury security transactions to TRACE.'' \10\
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    \9\ See Capital Markets Report, at 80.
    \10\ Id. The Capital Markets Report recommends ``closing the gap 
in the granularity of PTF data,'' and also recommends requiring ATSs 
to identify ``customers'' in their TRACE reports, which is a broader 
term than ``PTFs.'' FINRA staff intends to work with the staff of 
the Treasury Department to ensure the scope of the reporting 
requirement is appropriate and meets regulatory needs in light of 
the recommendations in the Capital Markets Report.
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    To assess the scope of non-FINRA member trading activity in U.S. 
Treasury Securities on ATSs, FINRA analyzed transaction data submitted 
to TRACE and found that, consistent with the views expressed in the 
Capital Markets Report, the majority of trades in U.S. Treasury 
Securities reported by ATSs do not identify the subscriber that is a 
counterparty to the trade. Because a significant portion of ATS trades 
in U.S. Treasury Securities involves unidentified counterparties, the 
trading data available to FINRA and the official sector is incomplete. 
Requiring specific subscriber information in ATS TRACE reports for 
transactions in U.S. Treasury Securities would enhance the information 
available to FINRA and the official sector and facilitate a better 
understanding U.S. Treasury market structure and liquidity. As the 
Treasury Department noted in the JSR, ``an event like October 15 
highlights the need to better understand various factors that are 
impacting liquidity in the U.S. Treasury market, especially during 
stressed market conditions . . . [including] . . . changes in 
intermediation, automated trading, regulation, and buy and sell-side 
participation that may have altered trading practices as well as the 
sources and characteristics of liquidity provision.'' \11\
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    \11\ See JSR, at 45.
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    In addition, FINRA believes that the proposed rule change would 
result in an improvement to the effectiveness of FINRA's surveillance 
patterns from the standpoint of greater granularity and thus more 
accurate pattern detection, including the increased ability to identify 
potentially manipulative activity. For example, FINRA's ability to 
detect wash sales or prearranged trading activity would be improved if 
the audit trail included the identity of the non-FINRA member 
counterparty rather than the generic customer indicator received today. 
The identity of the particular ATS subscriber allows the surveillance 
pattern to narrow down the potential universe of matching trades and 
thus more accurately detect instances of potential manipulation. As 
such, the additional detail that would be added to transaction reports 
by identifying non-FINRA member counterparties would enhance FINRA's 
surveillance program for U.S. Treasury Securities.
    Consequently, as recommended in the Capital Markets Report, FINRA 
is proposing to require member ATSs with a minimum threshold of trading 
(``covered ATS'') to identify non-FINRA member subscribers associated 
with their TRACE trade reports in U.S. Treasury Securities. 
Specifically, FINRA proposes that a ``covered ATS'' would mean an ATS, 
as that term is defined in Rule 300 of SEC Regulation ATS,\12\ that

[[Page 27645]]

executed transactions in U.S. Treasury Securities with non-FINRA member 
subscribers of $10 billion or more in monthly par value, computed by 
aggregating buy and sell transactions, for any two months in the 
preceding calendar quarter.\13\ Pursuant to proposed Supplementary 
Material .07, each covered ATS would be required to provide FINRA a 
list of its non-FINRA member subscribers, as defined in Rule 300 of SEC 
Regulation ATS, which would include entities such as PTFs, hedge funds 
and banks. Based on the lists provided by the ATSs, FINRA would then 
assign each non-FINRA member subscriber a unique MPID and provide that 
MPID to each covered ATS to which the non-FINRA member subscribes so 
that each non-FINRA member subscriber can be identified consistently 
across all ATSs.\14\ Under this approach, the confidentiality of an 
individual ATS's subscriber list would be preserved because FINRA would 
provide each ATS a list of MPIDs based solely on the customer list 
provided to FINRA by that ATS. Each covered ATS would then use the 
assigned MPID in the contra-party field for purposes of identifying 
each non-FINRA member counterparty, as required by Rule 6730(c)(6), in 
place of using the current designations for contra-party ``customer'' 
or ``non-member affiliate'' identifiers.
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    \12\ See 17 CFR 242.300(a). As is the case with FINRA Rule 
6720(c) (Alternative rading Systems), any member that meets the 
definition of ``alternative trading system'' set forth in Rule 300 
of Regulation ATS would be required to comply with the proposed rule 
change irrespective of whether such member is excepted from the 
requirements applicable to ATSs provided in Rule 301(b) of 
Regulation ATS (e.g., such as where the member limits its securities 
activities to government securities). See 17 CFR 
242.301(a)()(ii)(A).
    \13\ Based on a sample review period of Treasury transaction 
data reported to FINRA, the top six ATSs by volume would be 
considered ``covered ATS'' and account for over 99% of the trade 
reports submitted by ATSs to TRACE for U.S. Treasury Securities.
    \14\ Some non-members may have multiple MPIDs assigned to them, 
for example if they use separate aggregation units or desks to 
access or trade through the ATS, in which case the unit assigned the 
MPID is the subscriber for purposes of this rule proposal.
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    If an ATS becomes a covered ATS subsequent to the compliance date 
of the proposed rule, it must comply with new Supplementary Material 
.07 within 60 calendar days of the end of the calendar quarter in which 
it becomes a covered ATS. FINRA believes that 60 calendar days would 
afford sufficient time for a newly covered ATS to provide FINRA a list 
of, and obtain MPIDs for, its non-FINRA member subscribers, and to 
perform any programming changes necessary to accurately reflect in 
TRACE reports non-FINRA member counterparties using the MPIDs assigned 
by FINRA.
    Once an ATS becomes a ``covered ATS'' under the rule, it will 
remain within the scope of the definition. Thus, a covered ATS must 
continue to identify each non-FINRA member subscriber in the contra-
party field using the MPID assigned by FINRA, irrespective of whether 
its volume of executed transactions in U.S. Treasury Securities with 
non-FINRA member subscribers falls below $10 billion in par value in 
the future. In removing the current differentiation between subscribers 
that are FINRA members and those that are not, and requiring the use of 
an MPID by the ATS when reporting transactions in U.S. Treasury 
Securities regardless of the subscriber's status as a FINRA member, 
FINRA believes that the proposal would improve the completeness of the 
information on transactions in U.S. Treasury Securities available to 
FINRA and the official sector.
    Because a significant number of ATSs have minimal volume of 
executions with non-FINRA members in U.S. Treasury Securities, the 
proposed rule change would not apply to ATSs whose par value traded in 
U.S. Treasury Securities with non-FINRA member subscribers is below $10 
billion per month for any two months in the preceding calendar quarter. 
FINRA believes that this approach is appropriate in that it limits the 
application of the proposed requirement to the member ATSs that are 
most active in trading U.S. Treasury Securities with non-FINRA members, 
and, as such, responsible for submitting most of the ATS trade reports 
for transactions in U.S. Treasury Securities against non-FINRA members. 
Limiting the proposed counterparty identification requirement in this 
manner balances the burdens associated with complying with the proposed 
rule (i.e., providing FINRA a list of all non-FINRA member subscribers, 
obtaining an MPID from FINRA, and using the assigned MPID in TRACE 
reporting), with the benefits sought to be achieved by the proposed 
requirement (i.e., additional granularity that will enhance the quality 
of the information available to FINRA and the official sector on 
transactions in U.S. Treasury Securities).
    FINRA does not believe that the absence of more detailed 
counterparty information from those ATSs with activity levels below the 
proposed threshold will materially affect the completeness of the audit 
trail. However, if approved, FINRA intends to monitor the continued 
appropriateness of the $10 billion dollar threshold to ensure that this 
amount remains relevant in light of market changes. In addition, FINRA 
intends to monitor the impact of this exception on its audit trail, as 
well as for any potential negative impacts or changes in ATS or non-
member subscriber behavior.
    If the Commission approves the proposed rule change, FINRA will 
announce the effective date of the proposed rule change in a Regulatory 
Notice to be published no later than 60 days following Commission 
approval. The effective date will be no later than 180 days following 
publication of the Regulatory Notice announcing Commission approval. 
ATSs would be required to submit a list of its non-member subscribers 
to FINRA at least 60 days in advance of the effective date.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\15\ 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 and Section 15A(b)(9) of the Act,\16\ which requires 
that FINRA rules not impose any burden on competition that is not 
necessary or appropriate. FINRA believes that the proposed rule change 
will make TRACE reporting of U.S. Treasury Securities transactions more 
complete and thus enable FINRA to better identify potentially abusive 
trading activity in the Treasury market that is already reported to 
TRACE but is anonymized because of the existing limitations on customer 
identification. Because this activity by non-FINRA members constitutes 
a significant portion of ATS trading activity in U.S. Treasury 
Securities, the proposed rule change will significantly enhance FINRA's 
surveillance efforts as well as the trading data available to the 
official sector. As the Commission has noted in the past, improved 
surveillance capabilities can help FINRA detect and deter fraudulent 
and manipulative acts and practices, and thus promote just and 
equitable principles of trade and the protection of investors and the 
public interest. In addition, this collection is the ``type of 
additional data reporting to the official sector necessary to continue 
to effectively monitor the functioning of the Treasury market and meet 
the IAWG mission.'' \17\
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    \15\ 15 U.S.C. 78o-3(b)(6).
    \16\ 15 U.S.C. 78o-3(b)(9).
    \17\ See JSR, at 49.

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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 Impacts
    FINRA has undertaken an economic impact assessment, as set forth 
below, to analyze the need for the proposed rulemaking, the regulatory 
objective of the proposal, the economic baseline of analysis, the 
anticipated economic impacts, and the alternatives considered.
(a) Purpose and Regulatory Objective
    The proposed change to Rule 6730 would require ATSs that meet a 
minimum threshold of trading against non-FINRA member subscribers to 
identify such subscribers on TRACE transaction reports for U.S. 
Treasury Securities. FINRA proposes to require ATSs to identify such 
non-FINRA members on TRACE transaction reports to enhance the quality 
of the information available to FINRA and the official sector on 
transactions in U.S. Treasury Securities.
(b) Economic Baseline
    As discussed above, FINRA members have been reporting transaction 
information on U.S. Treasury Securities to TRACE since July 10, 2017 
and such information is used solely for FINRA and official sector use. 
Since then, a majority of the trades in this market can be attributed 
to non-FINRA members.
    Current TRACE reporting requirements enable FINRA to identify the 
ATS on which a transaction occurs as well as the other members that are 
parties to those transactions. However, FINRA does not have similar 
insight into the identity of the non-FINRA members that are parties to 
transactions on ATSs because such participants are identified as either 
a customer or a non-member affiliate.
    The proposed rule change would apply to ATSs that report 
transactions in U.S. Treasury Securities to TRACE. As mentioned in 
FINRA's filing that required the reporting of U.S. Treasury Securities 
transactions to TRACE, ``[t]he Treasury cash market has been bifurcated 
between the inter-dealer market, in which dealers trade with one 
another, and the dealer-to-customer market, where customers may include 
asset managers, pension funds, insurance companies, and corporations.'' 
\18\ A number of entities that are not registered broker-dealers are 
currently part of the inter-dealer market but they are not identified 
in TRACE reports.
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    \18\ See Securities Exchange Act Release No. 78359 (July 19, 
2016), 81 FR 48465 (July 25, 2016) (Notice of Filing of File No. SR-
FINRA-2016-027).
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(c) Economic Impacts
    FINRA believes that the proposed rule change to require ATSs to 
identify non-FINRA members in TRACE reports for U.S. Treasury 
Securities transactions should potentially impact a small number of 
ATSs (i.e., those whose activity is at or above the minimum threshold 
discussed above).
    Between July 10, 2017 and March 31, 2018, there were 17 ATSs on 
which U.S. Treasury Securities were traded. A significant amount of the 
trading volume, involved at least one market participant not registered 
as a broker-dealer. Six of these ATSs had transaction volume of $10 
billion or more in par value in at least two months in a given calendar 
quarter against non-FINRA members and would have been subject to the 
requirement had the proposed rule been in place.\19\ The total trading 
volume of the six ATSs against non-FINRA member subscribers accounted 
for more than 99.9% of trading by non-FINRA member subscribers across 
all ATSs.
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    \19\ The six ATSs had transaction volume of more than $10 
billion in par value in all of the months in our sample period, 
while the remaining 11 ATSs never reached the threshold in any of 
the months.
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    FINRA reached out to several ATSs to inquire about the potential 
sources of costs. ATSs that are most active in trading of U.S. Treasury 
Securities with non-FINRA members, and hence may have volumes at or 
above the proposed volume threshold, may potentially need to update the 
existing systems or build new systems and develop protocols in order to 
provide FINRA with a list of all non-FINRA member subscribers, obtain a 
corresponding list of MPIDs from FINRA, and use the assigned MPIDs in 
TRACE reporting. FINRA understands that the proposed requirement would 
also entail quality assurance testing relating to identifying clients 
and matching the assigned MPIDs with the client list.
    FINRA also considered the potential impacts of the proposed 
identification requirement on non-FINRA member subscribers. To the 
extent that such participants prefer avoiding identification in TRACE 
reporting, they may shift some or all of their trading activity to 
other ATSs that are below the threshold. Non-FINRA member subscribers 
may also incur search costs or may have to pay a liquidity premium in 
case there is lighter trading on such ATSs.
    Alternatively, trading may shift to FINRA-registered broker-dealers 
that are not ATSs or to venues that are not under FINRA jurisdiction, 
such as banks, and thus have no reporting obligations to TRACE. 
However, based on conversations with the industry, FINRA understands 
that most trading in this market is electronic and member firms and 
non-FINRA venues do not currently have the capability to facilitate the 
volume of orders and trades that FINRA-member ATSs can facilitate 
through electronic systems. FINRA cannot predict if non-FINRA member 
market participants will ultimately find it more beneficial to 
establish an alternative venue that is not required to report to TRACE, 
but will monitor for such a potential outcome.
(d) Alternatives Considered
    FINRA considered various approaches to identifying non-FINRA 
members that are parties to reported transactions in U.S. Treasury 
Securities and engaged in discussions with ATSs and other stakeholders. 
One alternative considered was to require each ATS to provide a monthly 
list of all of its non-FINRA member subscribers and identify each of 
its customers on TRACE reports for U.S. Treasury Securities. This 
approach, which would cover the broadest range of subscribers, would 
identify all of an ATS's subscribers regardless of the ATS's amount of 
trading activity. Another alternative considered was to require each 
ATS to provide FINRA with its order book information, including 
providing each customer's order book activity rather than identifying 
individual customers on TRACE trade reports. FINRA would then link the 
order book information to the trade reports. Like the first option, 
this alternative would provide FINRA with complete insight into each 
customer's activity on the ATS; however, FINRA would be compiling the 
transaction data from the order book information submitted by ATSs, 
rather than having the ATSs identify customers when reporting to TRACE.
    However, the analysis of the transaction data and careful 
consideration of the trade-offs between the costs associated with 
collecting transaction or order book information from each ATS and the 
incremental value the information brings to the surveillance program, 
concluded that the proposed approach would cover a significant amount 
of non-FINRA member customer activity, and enhance the quality of the 
information available

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to FINRA and the official sector on transactions in U.S. Treasury 
Securities.

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 [email protected]. Please include 
File Number SR-FINRA-2018-023 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-2018-023. 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 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-2018-023, and should be submitted 
on or before July 5, 2018.

    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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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-12648 Filed 6-12-18; 8:45 am]
BILLING CODE 8011-01-P