UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 95152 / June 24, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20171

In the Matter of

Robinhood Financial, LLC,

Respondent.

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ORDER APPROVING APPLICATION 

OF FUND ADMINISTRATOR FOR 

PAYMENT OF FEES AND EXPENSES 

AND APPROVAL OF FUTURE FEES 

AND EXPENSES

On December 17, 2020, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceeding Pursuant to Section 8A of the Securities Act of 1933 and Section 

15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial 

Sanctions and a Cease-and-Desist Order (the “Order”)1against Robinhood Financial, LLC 

(“Robinhood” or the “Respondent”). In the Order, the Commission found that from 2015 

through September 2018, Robinhood made material misrepresentations and omissions relating to 

its revenue sources, specifically its receipt of payment from certain principal trading firms, for 

routing Robinhood’s customer orders to them and relating to certain statements about the 

execution quality Robinhood achieved for its customers’ orders. The Commission also found 

that Robinhood’s customers received inferior execution prices compared to what they would 

have received from Robinhood’s competitors, caused in large part by the high payments for 

order flow rates resulting in Robinhood’s failure to satisfy its duty of best execution. The 

1

 Securities Act Rel. No. 10906 (Dec. 17, 2020).
2

Commission ordered the Respondent to pay a $65,000,000.00 civil money penalty to the 

Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the 

Sarbanes-Oxley Act of 2002, so the penalty paid can be distributed to harmed investors (the 

“Fair Fund”).

On April 16, 2021, the Division of Enforcement, pursuant to delegated authority, issued 

an order appointing JND Legal Administration as the fund administrator of the Fair Fund and set 

the administrator’s bond amount.2

In accordance with Rule 1105(d) of the Commission’s Rules,3the Fund Administrator 

has submitted to the Commission staff an invoice for services rendered from its appointment

through October 30, 2021, totaling $302,683.83. The Commission staff has reviewed the Fund 

Administrator’s invoice, confirmed that the services have been provided, and finds the fees and 

expenses of $302,683.83 to be reasonable. The Commission staff has requested that the 

Commission authorize the Office of Financial Management (“OFM”) to pay the Fund 

Administrator’s fees and expenses of $302,683.83 from the Fair Fund in accordance with Rule 

1105(e) of the Commission’s Rules.

4

 

Additionally, to expedite and streamline the process for future payments, the Commission 

staff has requested that the Commission authorize OFM, at the direction of an Assistant Director 

of the Office of Distributions, to pay the Fund Administrator’s future fees and expenses from the 

Fair Fund so long as the total amount paid to the Fund Administrator, including the invoice to be 

paid, does not exceed the total amount of the approved cost proposal submitted by the Fund 

Administrator.

 

2

 Order Appointing Fund Administrator and Set the Administrator’s Bond Amount, Exchange Act Rel. No. 91590 

(Apr. 16, 2021).

3

 17 C.F.R. § 201.1105(d).

4

 17 C.F.R. § 201.1105(e).
3

Accordingly, it is hereby ORDERED, pursuant to Rule 1105(d) of the Commission’s 

Rules,5that OFM pay the Fund Administrator’s fees and expenses of $302,683.83 from the Fair 

Fund in accordance with Rule 1105(e) of the Commission’s Rules.

6

 Further, OFM is authorized 

to pay, at the direction of an Assistant Director of the Office of Distributions, any future fees and 

expenses of the Fund Administrator from the Fair Fund in accordance with Rule 1105(e) of the 

Commission’s Rules,7so long as the total amount paid to the Fund Administrator, including the 

invoice to be paid, does not exceed the total amount of the approved cost proposal submitted by 

the Fund Administrator.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.8

Vanessa A. Countryman

Secretary 

 

5

 17 C.F.R. § 201.1105(d).

6

 17 C.F.R. § 201.1105(e).

7

 17 C.F.R. § 201.1105(e).

8

 17 C.F.R. § 200.30-4(a)(21)(vi).