December 16, 2021

Ms. Racquel Russell

Senior Vice President and

Director of Capital Markets Policy

Office of General Counsel

Financial Industry Regulatory Authority, Inc.

1735 K Street, NW 

Washington, DC 20006

Re: Amended Rule 15c2-11 in Relation to Fixed Income Securities

Dear Ms. Russell:

On September 24, 2021, the staff of the Division of Trading and Markets issued a 

no-action letter stating that the staff would not recommend enforcement action to the 

Securities and Exchange Commission (“Commission”) under the amendments to Rule 

15c2-111 (the “Amended Rule”) under the Securities Exchange Act of 1934 (“Exchange 

Act”) until January 3, 2022, for quotations of fixed income securities published by 

brokers or dealers in quotation mediums, in order to allow for an orderly and good faith 

transition into compliance with the Amended Rule.

2

 

In response to requests from industry representatives that have indicated, through 

telephonic meetings with Commission staff, they need additional time beyond January 3, 

2022 to complete the operational and systems changes necessary to comply with the 

Amended Rule for fixed income securities, the staff will not recommend enforcement 

action to the Commission under the Amended Rule for brokers or dealers that publish or 

 1

 17 CFR 240.15c2-11 (the “Rule”). All terms from Rule 15c2-11 that are used in this letter have the same 

meanings as in the Rule. For example, “current” and “publically available” are defined terms in paragraphs 

(e)(2) and (e)(5) of Rule 15c2-11. 

2

 See Letter from Josephine Tao, Assistant Director, Office of Trading Practices, Division of Trading and 

Markets to Racquel Russell, Senior Vice President and Director of Capital Markets Policy, Office of the 

General Counsel, FINRA (Sept. 24, 2021) (Temporary Staff No-action Letter Regarding Rule 15c2-11 and 

Fixed Income Securities) at: https://www.sec.gov/files/rule-15c2-11-fixed-income--securities-092421.pdf.
submit quotations, including continuous quotations,3 in a quotation medium, for fixed 

income securities if the broker or dealer has determined that:

• Phase 1 – the fixed income security or its issuer meets one of the criteria in 

Appendix A, or that there is current and publicly available financial 

information (consistent with Rule 15c2-11(b)) about the issuer. Phase 1 will 

be in place for a one-year period (from January 3, 2022 until, and including,

January 3, 2023).

• Phase 2 – the fixed income security or its issuer meets one of the criteria in 

Appendix B, or there is current and publicly available financial information 

(consistent with Rule 15c2-11(b)) about the issuer. Fixed income securities 

sold pursuant to Rule 144A that do not otherwise meet the criteria in 

Appendix B would no longer qualify for Phase 2 unless the broker or dealer 

determines that there is current and publicly available information (consistent 

with Rule 15c2-11(b)) about the issuer. Phase 2 will be in place for a oneyear period (from January 4, 2023 until, and including, January 4, 2024).

• Phase 3 – the fixed income security qualifies for Phase 2 and: (1) the fixed 

income security is foreign sovereign debt or a debt security guaranteed by a 

foreign government; or (2) there is a website link, on the quotation medium on 

which the security is being quoted, directly to the current and publicly 

available information about the issuer (consistent with Rule 15c2-11(b)), 

provided that the broker or dealer has determined at least on an annual basis 

that the website link and its underlying information is current (“Phase 3”). 

Phase 3 commences at the expiration of Phase 2 (on or after January 5, 2024).

Rule 15c2-11 governs the publication or submission of quotations for securities4

in a quotation medium other than on a national securities exchange. Since 1971, Rule 

15c2-11 has applied to the publication or submission of quotations for any security (a 

 3

 We understand that fixed income securities are often quoted on quotation mediums rather than on 

interdealer quotation systems. Rule 15c2-11 applies to any broker or dealer that publishes or submits 

quotations in a quotation medium. “Quotation medium” is defined in Rule 15c2-11(e)(8) as “any device 

that is used by brokers or dealers to make known to others their interest in any security.” Brokers or 

dealers that publish or submit quotations in a quotation medium that is an “interdealer quotation system” 

(“IDQS”), defined as a system of general circulation that regularly disseminates quotations of “identified 

brokers or dealers,” may become eligible for the piggybacking exception of Rule 15c2-11(f)(3) (see 

subparagraphs (e)(3) and (e)(8)). The piggyback exception allows brokers or dealers to publish or submit 

continuous quotations without complying with the information review requirements before publishing or 

submitting each quotation. The piggyback exception is not available for quotations in a quotation medium 

that is not an IDQS (i.e., does not identify brokers or dealers) and, thus, continuous quotations are generally 

not permitted in such quotation mediums. The staff would not recommend enforcement action if brokers or 

dealers quoted certain fixed income securities without complying with the information review requirements 

for each such quotation (upon determining eligibility for each Phase in accordance with this letter). 

4

 As explained in the Temporary Staff No-action Letter Regarding Rule 15c2-11 and Fixed Income 

Securities (September 24, 2021), the recent amendments to Rule 15c2-11 did not alter the types of 

securities covered by the Rule. 
defined term that has and continues to include fixed income securities5

), except 

“exempted securities”6 and the Rule has excepted municipal securities since 1976.7 The 

Commission also has stated that Rule 15c2-11 applies to fixed income securities.8 

Following adoption of the amendments on September 16, 2020, certain market 

participants began requesting additional time to comply with the Rule. The amendments 

to Rule 15c2-11 are designed to modernize the Rule and to enhance investor protection 

by requiring that current and publicly available issuer information be accessible to 

investors. Accordingly, the phase-in approach outlined above should allow for brokers or 

dealers that publish or submit quotations for fixed income securities in a quotation 

medium to achieve the goals of Rule 15c2-11. 

This Staff position9 concerns enforcement action only and does not represent a 

legal conclusion with respect to the applicability of statutory or regulatory provisions of 

the federal securities laws.10 Furthermore, this no-action position does not apply to the 

anti-fraud and anti-manipulation provisions of the Exchange Act, including without 

 5

 See, e.g., Publication or Submission of Quotations Without Specified Information, Exchange Act Release 

No. 68124 (Feb. 17, 1998); 63 FR 9661, 9669 (Feb. 25, 1998) (stating that Rule 15c2-11 covers debt 

securities but recognizing that brokers or dealers may not have focused on this aspect of the Rule).

6 See Section 3(a)(12)(A) of the Exchange Act (definition of “exempted securities”). For example, “any 

security issued by or any interest or participation in any pooled income fund, collective trust fund, 

collective investment fund, or similar fund that is excluded from the definition of an investment company 

under section 3(c)(10)(B) of the Investment Company Act of 1940” is an exempted security under Section 

3(a)(12)(A)(v) of the Exchange Act and, as such, Rule 15c2-11 would not be applicable.

7

 See Rule 15c2-11(f)(4). See also Regulation of Municipal Securities Professionals Transactions in 

Municipal Securities, Exchange Act Rel. No. 12468 (May 20, 1976); 41 FR 22820, 22821 (June 7, 1976) 

(Final Rule).

8

 See, e.g., Publication or Submission of Quotations Without Specified Information, Exchange Act Release 

No. 41110 (March 2, 1999), 64 FR 11124 (March 8, 1999) (re-proposing amendments to Rule 15c2-11 

amendments proposed in 1998). The Commission, in stating that it agreed that applying Rule 15c2-11 to 

the securities of larger issuers, more liquid securities, and certain fixed-income debt securities was not 

directly related to microcap fraud concerns, proposed to exclude debt securities, non-participatory preferred 

stock, and investment grade asset-backed securities. 

In connection with the earlier 1998 proposed amendments to Rule 15c2-11, the Commission stated, “the 

proposed amendments apply to all securities covered by Rule 15c2-11, not just microcap securities. . . [t]he 

Commission believes that the scope of the amendments is appropriate to preserve the general integrity of 

quotations in the over-the-counter market and to foster greater information transparency in a marketplace 

where issuers often are relatively unknown and their securities are traded infrequently.” See Publication or 

Submission of Quotations Without Specified Information, Exchange Act Release No. 39670 (Feb. 17, 

1998), 63 FR 9661, 9669 (Feb. 25, 1998).

9 This letter represents the views of the staff of the Division of Trading and Markets. It is not a rule, 

regulation, or statement of the Commission. The Commission has neither approved nor disapproved its 

content. This letter, like all staff statements, has no legal force or effect: it does not alter or amend 

applicable law, and it creates no new or additional obligations for any person.

10 This letter does not address any FINRA rules applicable to the OTC market. 
limitation Sections 9(a) and 10(b), and Rule l0b-5 thereunder. Broker-dealers must 

continue to comply with these and other applicable provisions of the federal securities 

laws.

Sincerely,

Josephine J. Tao

Assistant Director
APPENDIX A

For Phase 1, the broker or dealer publishing or submitting the quotation for the 

fixed income security reasonably has determined:

o The issuer of the fixed income security also has a class of securities that is 

listed on a national securities exchange;

o The issuer is subject to the requirement to file reports pursuant to Section 13 

or Section 15(d) of the Exchange Act and has filed all required periodic 

reports under section 13 or 15(d) of the Exchange Act, as applicable, during 

the preceding 12 months (or for such shorter period that the issuer was 

required to file such reports);

o The issuer of the fixed income security has a class of equity securities that is 

exempt from registration pursuant to Rule 12g3-2(b) under the Exchange Act;

o The fixed income security is foreign sovereign debt or a debt security 

guaranteed by a foreign government;

o The fixed income security is issued by an issuer where a qualified interdealer 

quotation system makes a publicly-available determination (in accordance 

with the requirements in Rule 15c2-11(a)(3)) that there is current and publicly 

available information about the issuer for any class of security of the issuer 

that is eligible for an exception in paragraphs (f)(2)(iii)(B), (f)(3)(ii)(A), or 

(f)(7) of Rule 15c2-11; 

o There is current and publicly available information (consistent with Rule 

15c2-11(b))11 about the issuer of the subject security; 

o The issuer of the fixed income security is a bank as defined in section 3(a)(6) 

of the Exchange Act, a bank holding company, or a credit union regulated by 

the National Credit Union Association (“NCUA”) that reports information to 

the Federal Financial Institutions Examination Council or files call reports 

with the NCUA; or 

o The subject security is a corporate fixed income security or asset-backed 

security offered pursuant to Rule 144A under the Securities Act, and the 

broker or dealer reasonably believes that the issuer of the subject security will 

provide the information specified in Rule 144A(d)(4), prior to a Rule 144A 

transaction, upon request. 

 11 For purposes of this no-action letter, staff would consider the Information Requirement discussed in 

Section II.D. of the Rule 144A Adopting Release, Release No. 33–6862 (Apr. 30, 1990), 55 FR 17933, 

17939, to be consistent with Rule 15c2-11(b).
APPENDIX B

For Phases 2 and 3, the broker or dealer publishing or submitting the quotation for 

the fixed income security reasonably has determined:

o The issuer of the fixed income security has a class of securities that is listed 

on a national securities exchange;

o The issuer is subject to the requirement to file reports pursuant to Section 13 

or Section 15(d) of the Exchange Act and has filed all required periodic 

reports under section 13 or 15(d) of the Exchange Act, as applicable, during 

the preceding 12 months (or for such shorter period that the issuer was 

required to file such reports);

o The issuer of the fixed income security has a class of equity securities that is 

exempt from registration pursuant to Rule 12g3-2(b) under the Exchange Act;

o The fixed income security is foreign sovereign debt or a debt security 

guaranteed by a foreign government;

o The fixed income security is issued by an issuer where a qualified interdealer 

quotation system makes a publicly-available determination (in accordance 

with the requirements in Rule 15c2-11(a)(3)) that there is current and publicly 

available information about the issuer for any class of security of the issuer 

that is eligible for an exception in paragraphs (f)(2)(iii)(B), (f)(3)(ii)(A), or 

(f)(7) of Rule 15c2-11; 

o There is current and publicly available information (consistent with Rule 

15c2-11(b))12 about the issuer of the fixed income security; or

o The issuer of the fixed income security is a bank as defined in section 3(a)(6) 

of the Exchange Act, a bank holding company, or a credit union regulated by 

the NCUA that reports information to the Federal Financial Institutions 

Examination Council or files call reports with the NCUA. 

 12 For purposes of this no-action letter, staff would consider the Information Requirement discussed in 

Section II.D. of the Rule 144A Adopting Release, Release No. 33–6862 (Apr. 30, 1990), 55 FR 17933, 

17939, to be consistent with Rule 15c2-11(b).