December 2, 2022
Buyside concerns around a 2020 amended rule that would require dealers to receive and review certain public information before they can publish quotes on fixed income securities were temporarily allayed by a welcome November 30, 2022, SEC no-action letter. The rule – Rule 15c2-11 under the Securities Exchange Act – is intended to prevent “pump-and-dump” and similar schemes that defraud retail investors in the over-the-counter (OTC) markets by requiring public information review by dealers. While the rule has historically been targeted to protect retail investors from OTC equity market fraud, the SEC has taken the view that the rule, as written, applies to fixed income markets as well. Compliance with the amended rule was originally required by September 28, 2021, and the SEC had issued two prior letters extending the compliance date for fixed income securities to January 3, 2023 (September 24, 2021, no-action letter and December 16, 2021 no-action letter).
In the November 30 letter, the SEC further extended the compliance date of the rule for fixed income securities from January 2023 to January 4, 2025, and eliminated the phased-in compliance approach that had been included in the December 2021 relief.
As reported in IAA Today, the no-action relief follows a September 2021 letter to SEC Chair Gary Gensler, in which the IAA and other trade associations argued that applying the existing regulatory framework to fixed income markets would risk market participants restricting their quoting activities, leading to reduced liquidity and transparency that would harm advisers’ ability to transact in fixed income markets efficiently and manage risk for their clients. The letter explained that, since its adoption decades ago, the rule has not been understood to apply to fixed income markets by the SEC or the industry. Further, the SEC did not analyze the application of the rule to fixed income securities in the 2020 rulemaking process, which meant that interested parties had no notice and opportunity to comment on this aspect of the amended rule. The letter urged the SEC not to apply the rule to the fixed income markets without first adapting the rule’s requirements to these markets through a formal rulemaking process.
Other commenters, including Commissioner Hester Peirce, have urged the SEC to reopen the rulemaking as part of a broader fixed-income modernization initiative.
Please contact the IAA legal team at iaalegalteam@investmentadviser.org with questions or comments.
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