SEC Adopts Enhanced Order Routing Disclosures: How Fund Managers Should Use These Additional Disclosures Going Forward (Part Three of Three)

Amended Rule 606 of the Securities Exchange Act of 1934 explicitly imposes additional disclosure obligations on broker-dealers concerning their order handling and routing practices in National Market System (NMS) securities. Although fund managers that trade NMS securities do not have any direct obligations under the new rule, the SEC and fund investors will likely expect fund managers to consider these new disclosures when evaluating their broker-dealers’ performance and as part of their best execution responsibilities. This third article in our three-part series explores how fund managers should incorporate these new disclosures into their best execution reviews and transaction cost analyses. The first article provided background on the evolution of the equity market structure; existing Rule 606 disclosure requirements; the types of incentives that exchange and non-exchange markets provide to executing broker-dealers; and ways the “pass-through” fees that some fund managers pay to their executing brokers differ from the “all-in” commission fee structure. The second article discussed the amended Rule 606(a) reports and new Rule 606(b)(3) reports. See “Katten Forum Identifies Best Practices for Hedge Fund Managers Regarding Best Execution, Soft Dollars, Principal Trades, Agency Cross Trades, Cross Trades and Trade Errors” (Mar. 13, 2014); and “Trading Practices Session at SEC’s Compliance Outreach Program National Seminar Addresses Need for Holistic Compliance Procedures Dealing With Allocations, Best Execution and Cross Trades” (Feb. 23, 2012).

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