美国证券交易委员会（SEC）于11月2日宣布，NMS修正案已投票通过，要求经纪商披露新的、更为完善准确的关于如何处理投资者订单方式的信息。
SEC主席Jay Clayton表示：“自18年前SEC第一次通过关于处理客户订单路径的披露规则以来，科技的创新发展推动了证券市场功能和投资者交易方式的重大变化。这项修正案的通过，将有利于投资者评估经纪人的订单处理方式，并最终在选择或更换证券经纪人时作出更明智的决定。”
具体而言，SEC修订了NMS条例第606条规定（附件），要求证券经纪商在持有“授权订单”（“not-held order”：即客户给予公司在价格或交易时间自由裁量权的订单）的客户提出要求时，向客户披露一套有标准格式的个性化信息，使客户知悉公司如何处理他们的个人订单，以及其经纪人从交易场所收到的平均回扣和其支付相关费用的信息。新规还增加了经纪商在季度公开报告中的披露义务，要求其在原有的披露要求之上，提供关于订单流程安排及利润共享关系的有关合同条款。
这些新的披露旨在帮助投资者更好地了解证券经纪人对其订单的处理路径，并评估如此执行订单对订单质量所产生的影响。SEC也采纳了两个例外条款，以减少经纪业，尤其是小型经纪商在执行新披露要求时所产生的成本。
附件：
FACT SHEET
Disclosure of Order Handling Information
Nov. 2, 2018
Action
The Securities and Exchange Commission has adopted amendments to Regulation NMS to require additional disclosures by broker-dealers to customers regarding the handling of their orders.
Highlights of the Adopted Amendments
Customer-Specific Report on Not Held Order Handling
Newly adopted Rule 606(b)(3) under Regulation NMS will require broker-dealers to provide a customer, upon request, a report on the broker-dealer’s handling of the customer’s NMS stock orders submitted on a not held basis for the prior six months, divided into separate sections for a customer’s directed orders and non-directed orders. This report will provide a more detailed, standardized, baseline set of disclosures that will help customers that submit not held orders to better understand how their orders are routed and handled by their broker-dealers. In addition, this report will help customers more effectively assess the impact of their broker-dealers’ order routing decisions on the quality of their executions, including the risks of information leakage and potential conflicts of interest.
The report will include the number of:
Shares sent to the broker-dealer;
Shares executed by the broker-dealer as principal for its own account; and
Not held orders exposed by the broker-dealer through actionable indications of interest, and the venue or venues to which they were exposed, provided that the identity of such venue or venues may be anonymized if the venue is a customer of the broker-dealer.
The report will also include the following information for each venue to which the broker-dealer routed not held orders for the customer, in the aggregate:
Information on order routing:
Total shares routed;
Total shares routed marked immediate or cancel;
Total shares routed that were further routable; and
Average order size routed.
Information on order execution:
Total shares executed;
Fill rate (shares executed divided by the shares routed);
Average fill size;
Average net execution fee or rebate (cents per 100 shares, specified to four decimal places);
Total number of shares executed at the midpoint;
Percentage of shares executed at the midpoint;
Total number of shares executed that were priced on the side of the spread more favorable to the not held order;
Percentage of total shares executed that were priced at the side of the spread more favorable to the not held order;
Total number of shares executed that were priced on the side of the spread less favorable to the not held order; and
Percentage of total shares executed that were priced on the side of the spread less favorable to the not held order.
Information on orders that provided liquidity:
Total number of shares executed of orders providing liquidity;
Percentage of shares executed of orders providing liquidity;
Average time between order entry and execution or cancellation, for orders providing liquidity (in milliseconds); and
Average net execution rebate or fee for shares of orders providing liquidity (cents per 100 shares, specified to four decimal places).
Information on orders that removed liquidity:
Total number of shares executed of orders removing liquidity;
Percentage of shares executed of orders removing liquidity; and
Average net execution fee or rebate for shares of orders removing liquidity (cents per 100 shares, specified to four decimal places).
The requirement to provide a report on the handling of not held orders to customers will be subject to two de minimis exceptions, one at the firm-level and the other at the customer-level. Specifically, a broker-dealer is not obligated to provide the report to any customer if not held NMS stock orders constitute less than 5% of the total shares of NMS stock orders that the broker-dealer receives from its customers over the prior six months. In addition, a broker-dealer is not obligated to provide the report to a particular customer if that customer trades through the broker-dealer on average each month for the prior six months less than $1,000,000 of notional value of not held orders in NMS stock. Under the firm-level de minimis rule, the first time a broker-dealer meets or exceeds the firm-level de minimis threshold, there is a grace period of three months before the broker-dealer becomes subject to Rule 606(b)(3). This one-time grace period affords a broker-dealer time to develop the systems and processes and organize the resources necessary to generate the Rule 606(b)(3) reports.
To incorporate the new Rule 606(b)(3) report into the existing regulatory structure, the Commission is amending the existing Rule 606(b)(1) customer-specific reports to apply to orders in NMS stock that are submitted on a held basis. In addition, the Rule 606(b)(1) customer-specific reports will apply to orders in NMS stock that are submitted on a not held basis and for which the broker-dealer is not required to provide the customer a report under Rule 606(b)(3). The Commission is not otherwise altering the substance of the existing disclosures or the rule’s application to orders for NMS securities that are options contracts.
Held Order Disclosures
The Commission also is enhancing the existing requirement under Rule 606 that broker-dealers provide public quarterly reports on their routing of certain orders. As amended, the rule requires such reports to cover NMS stock orders of any size that are submitted on a held basis and continue to cover any order, whether held or not held, for an NMS security that is an option contract with a market value less than $50,000. In addition, broker-dealers will now be required to:
Report routing information separately for marketable limit orders and non-marketable limit orders;
Report routing information by calendar month instead of quarterly and no longer categorize NMS stocks by listing market;
Report routing information for NMS stock orders separately for securities included in the S&P 500 Index as of the first day of the quarter and other NMS stocks;
Include the following information for the 10 venues to which the largest number of total non-directed orders were routed for execution and for any venue to which five percent or more of non-directed orders were routed for execution:
The net aggregate amount of any payment for order flow received, payment from any profit-sharing relationship received, transaction fees paid, and transaction rebates received, both as a total dollar amount and per share for: non-directed market orders, non-directed marketable limit orders, non-directed non-marketable limit orders, and other non-directed orders; and
Include a description of the terms of any payment for order flow and any profit-sharing arrangements that may influence a broker-dealer’s order routing decision, including, among other things:
Incentives for equaling or exceeding an agreed upon order flow volume threshold;
Disincentives for failing to meet an agreed upon minimum order flow threshold;
Volume-based tiered payment schedules; and
Agreements regarding the minimum amount of order flow that the broker-dealer would send to a venue.
Format and Retention of Reports
The order handling and routing reports required under Rule 606 as amended will be required to be made available using an XML schema and associated PDF renderer published on the Commission’s website. In addition, the public quarterly order routing report required by Rule 606(a) and the public order execution report required by Rule 605 of Regulation NMS will be required to be posted on a website that is free and readily accessible to the public for a period of three years from the initial date of posting on the website.
Background
In 2000, the Commission proposed and adopted Rule 11Ac1-6, now known as Rule 606 of Regulation NMS, to improve public disclosure of order routing practices. Limited to smaller-sized orders, it required broker-dealers to provide public quarterly reports on their routing of non-directed orders in NMS securities and to provide customers, upon request, limited customer-specific order routing information.
Since the adoption of Rule 606 of Regulation NMS, routing and execution practices have evolved as markets have become more automated, dispersed and complex. Today, trading in the U.S. equity markets is spread among a number of highly automated trading centers: 13 registered exchanges, more than 40 alternative trading systems and over 200 over-the-counter market-makers. Customer orders are regularly routed and executed using sophisticated order execution algorithms that may use a variety of trading strategies, order types, indications of interest and child orders to access these trading centers.
These market developments have presented a need for Rule 606 to be updated to provide transparency into broker-dealer order handling and routing practices that continues to be useful in today’s automated and vastly more complex national market system. Rule 606 as amended will provide more meaningful disclosures relevant to today’s marketplace that encourage broker-dealers to provide effective and competitive order handling and routing services, and that improve the ability of their customers to determine the quality of such broker-dealer services.