[Federal Register Volume 64, Number 39 (Monday, March 1, 1999)] [Notices] [Pages 10035-10037] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 99-4959] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-41082; File No. SR-CSE-99-02] Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change by the Cincinnati Stock Exchange, Inc. Relating to a Specialist Revenue Sharing Program February 22, 1999. 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 February 18, 1999, the Cincinnati Stock Exchange, Inc. (``CSE'' or ``Exchange'') 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 the CSE. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The CSE proposes to amend the schedule of fees set forth in Exchange Rule 11.10. The text of the proposed rule change is as follows (additions are italicized; deletions are bracketed): [[Page 10036]] Rule 11.10 National Securities Trading System Fees A. Trading Fees. (a) Agency Transactions. As in the case for Preferenced transactions members acting as an agent will be charged the per share incremental rates as noted below for public agency transactions: ------------------------------------------------------------------------ Charge per Avg. daily share* volume share ------------------------------------------------------------------------ 1 to 250,000............................................ $0.0015 250,001 to 500,000...................................... 0.0013 500,001 to 750,000...................................... 0.0009 750,001 to 1,250,000.................................... 0.0007 1,250,001 and higher [2,000,000]........................ 0.0005 ------------------------------------------------------------------------ *Odd-Lot Shares Excluded. (b)-(g) No Change. (h) Preferenced Transactions. Designated Dealers that are Preferencing transactions are charged for one side of their preferenced transactions and are subject to the incremental rates as noted below: ------------------------------------------------------------------------ Charge per Avg. daily share* volume share ------------------------------------------------------------------------ 1 to 250,000............................................ $0.0015 250,001 to 500,000...................................... 0.0013 500,001 to 750,000...................................... 0.0009 750.001 to 1,250,000.................................... 0.0007 1,250,001 and higher [2,000,000]........................ 0.0005 ------------------------------------------------------------------------ * Odd-Lot Shares Excluded. (i) No Change. (j) Revenue Sharing Program. After the Exchange earns total operating revenue sufficient to offset actual expenses and working capital needs, a percentage of all Specialist Operating Revenue (``SOR'') shall be eligible for sharing with Designated Dealers. SOR is defined as operating revenue which is generated by specialist firms. SOR consists of transaction fees, book fees, technology fees, and market data revenue which is attributable to specialist firm activity. SOR shall not include any investment income or regulatory monies. The sharing of SOR shall be based on each Designated Dealers' pro rata contribution to SOR. In no event shall the amount of revenue shared with Designated Dealers exceed SOR. (j)-(o) To be renumbered (k)-(p). * * * * * II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the CSE 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. The CSE 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to provide an incentive for growth in specialist activity on the Exchange. CSE believes that its strength lies in its ability to operate at significantly lower expense levels than its competitors. To utilize this operating leverage and compete more effectively for order flow, the Exchange proposes to significantly reduce the cost of doing business for specialist firms by means of a quarterly revenue sharing program. The proposed rule change contemplates the Exchange sharing with specialist firms all or a portion of CSE's Specialist Operating Revenue (``SOR''), after operating expenses and working capital needs have been met. SOR is defined as all operating revenue which is generated by specialists. Such revenue consists of transaction fees, book fees, technology fees, and Consolidated Tape Network A and B market data (``Tape A'' and ``Tape B'') revenue which is attributable to specialist trade activity. All regulatory monies and investment income are excluded from SOR. Under the proposal, CSE's Board of Trustees would have the authority to determine on an ongoing basis the appropriate amount of SOR to be shared with specialist firms. In making this determination, the Board would be guided first by CSE's objective of offsetting all specialist fees and then by the need to balance the objective of sharing the remainder of SOR with the objective of retaining the financial integrity of the Exchange. To simplify the administration of the revenue sharing program and smooth out monthly expense fluctuations, the program will operate on a quarterly basis. Initially, the Board has determined to share 100% of the first $750,000 in quarterly SOR and 50% of all quarterly SOR over $750,000, after actual expenses have been paid and the budgeted working capital goal has been set aside. SOR will be shared with specialist firms on a pro rata basis. After the Exchange has accounted for operating expenses and working capital contributions, each specialist firm will receive a percentage of the SOR to be shared which is equal to that specialist firm's percentage contribution to SOR. In no event will the amount of revenue shared with specialist firms exceed SOR. Furthermore, while Tape B revenue is included in SOR, it is excluded from the specialist firm percentage contribution calculation because CSE's current transaction charge on Tape B activity is already zero and the Exchange already has in place a program which shares up to 40% of Tape B revenue with its specialist firms.\3\ Finally, the proposed rule [[Page 10037]] change eliminates the current two-million-share average daily cap on preferencing charges. --------------------------------------------------------------------------- \3\ See Securities Exchange Act Release No. 39395 (December 3, 1997) 62 FR 65113 (December 10, 1997). --------------------------------------------------------------------------- The application of the proposed revenue sharing program can be demonstrated by the following example. Assume that the Exchange has SOR in a given quarter of $2 million, that all other operating revenue equals $250,000 during that quarter, that actual quarterly expenses equal $1.5 million, and that the working capital target for the quarter is $250,000. In addition, assume that Specialist Firm #1 contributes $500,000 in quarterly SOR (or 25% of total SOR), Specialist Firm #2 contributes $300,000 (15%), and Specialist Firms #3, #4, and #5 each contribute $200,000 (10%). In this event, $500,000 (i.e. $2.25 million minus $1.75 million) would be available for sharing with specialist firms. Specialist Firm #1 would receive $125,000, or 25% of $500,000; Specialist Firm #2 would receive $75,000; and Specialist Firms #3, #4, and #5 would each receive $50,000. In this example, the Exchange would never share more than $2 million with its specialist firms even if actual expenses and working capital needs were less than $250,000. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with Section 6(b) of the Act,\4\ in general, and furthers the objectives of section 6(B)(5) \5\ in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. The Exchange believes that the proposed rule change will create an incentive for members to bring order flow to the Exchange, thereby increasing competition which, in turn, will enhance the National Market System. --------------------------------------------------------------------------- \4\ 15 U.S.C. 78f(b). \5\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- In addition, the Exchange believes the proposed rule change furthers the objectives of section 6(b)(4) \6\ in that it is designed to provide for the equitable allocation of reasonable fees among its members. Specifically, the proposal provides for revenue sharing with CSE's specialist firms, who are primarily responsible for the Exchange's financial viability and growth. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b)(4). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The CSE does not believe that the proposed rule change would impose any inappropriate burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments on the proposed rule change were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the 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 Exchange consents, the Commission will: (A) by order approve the 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. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549. 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 inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the CSE. All submissions should refer to File No. SR-CSE-99-02 and should be submitted by March 22, 1999. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.\7\ --------------------------------------------------------------------------- \7\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Margaret H. McFarland, Deputy Secretary. [FR Doc. 99-4959 Filed 2-26-99; 8:45 am] BILLING CODE 8010-01-M