November 30, 2022

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 December 16, 2021, the staff of the Division of Trading and Markets 

(“Division”) 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 15c2-11 (“Amended Rule”)1 under the Securities Exchange Act 

of 1934 (“Exchange Act”) for brokers or dealers that publish or submit quotations, 

including continuous quotations, in a quotation medium, for fixed income securities under 

certain scenarios, in order to allow for an orderly and good faith transition into compliance 

with the Amended Rule.

2

 

In response to indications from industry representatives that they need additional 

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

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

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

submit quotations, including continuous quotations,3 in a quotation medium, for fixed 

 1

 17 CFR 240.15c2-11. All terms from Rule 15c2-11 that are used in this letter have the same meanings as 

in the rule. For example, “current” and “publicly 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 (Dec. 16, 2021) (“December 2021 Letter”), available at:

https://www.sec.gov/files/fixed-income-rule-15c2-11-nal-finra-121621.pdf.

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 
income securities if the broker or dealer has determined that 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. This 

position of the Division is temporary and shall expire on January 4, 2025.

4

In addition to the position expressed above, the Division will not recommend 

enforcement action to the Commission under the Amended Rule for brokers or dealers 

that publish or submit quotations, including continuous quotations, in a quotation 

medium, for any fixed income security if the broker or dealer reasonably has determined 

that the fixed income security is foreign sovereign debt or a debt security guaranteed by a 

foreign government. 

Furthermore, the December 2021 Letter discussed above is hereby withdrawn. 

Rule 15c2-11 governs the publication or submission of quotations for securities5

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 

defined term that has and continues to include fixed income securities6

), except 

 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 Division 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 in accordance with this letter). 

4

 This letter represents the views of the staff of the Division. 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.

5

 The recent amendments to Rule 15c2-11 did not alter the types of securities covered by the rule. See

December 2021 Letter at 2 n.4.

6

 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).
“exempted securities”7 and the rule has excepted municipal securities since 1976.8

 The 

Commission also has stated that Rule 15c2-11 applies to fixed income securities.9 

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

participants began requesting additional time to comply with the Amended 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 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. 

The position of the Division 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 limitation Sections 9(a) and 10(b), and Rule 10b-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

 

7

 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. 

8

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

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

1976) (Final Rule). 

9

 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). 

10 This letter does not address any FINRA rules applicable to the OTC market. 
APPENDIX A

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 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, the Division 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). In addition, for purposes of this no-action letter, 

the Division would not recommend enforcement action to the Commission with respect to any broker or 

dealer relying on information that satisfies the requirement in Rule 144A(d)(4) and acts consistently with 

relevant written Division of Corporation Finance No Action statements. See, e.g., Division of Corporation 

Finance no-action letters to British Aerospace Public Limited Co. and British Aerospace Holdings, Inc. 

(May 9, 1990); Schering-Plough Corp. (Nov. 21, 1991); and Fédération des caisses Desjardins du Québec 

(Apr. 29, 2021).