Monday, March 24, 2025

Bright Side of Upheaval In Order Management:BRASS, the Industry Standard, Faces Competition

Ten years ago, Automated Securities Clearance was a small but pushy software company that competed for order-management business with TCAM Systems.

How times have changed. Weehawken, N.J.-based Automated is no longer an upstart, peddling its core BRASS system and order-routing services.

BRASS now overshadows the rival product of TCAM, the New York affiliate of Waltham, Mass.-based Stratus Computers, and upstages the products of other vendors.

These include London's Royalblue Group, Trinitech Systems in Stanford and New York's QV Trading Systems. Moreover, BRASS handles a majority of the order flow on Nasdaq desks.

But the question remains: Can BRASS, the industry standard, stay on top in a business with hostile competitors?

Bygone Days

BRASS and its competitors have their origin in a bygone era. Years ago, Nasdaq traders used paper pads to track their changing positions, profitability and average costs.

On a busy day, the trader's assistant scribbled down trade information. Sometimes keeping track of information was not easy. Mistakes were made.

Clearing and settling trades was another matter. After a trade was executed, a ticket was typically dropped into a box which was taken to the backoffice. Keypunch operators then entered trade data for processing.

Eventually, entrepreneurial vendors developed order-management and trade-processing systems to make post-execution support speedier and cheaper.

BRASS, for instance, allows traders on Nasdaq desks to adjust their quotes; to hold limit orders if necessary; to monitor profit and losses, or P&L; and to interface with clearing brokers.

Faced with a cost-efficient alternative, traders abandoned the paper-based record-keeping and order management for TCAM, BRASS and others.

Two Categories

Wall Street's order-management and trade-processing systems fall roughly into two categories: proprietary software developed by firms, accounting for 40 percent of the business; and the rest, handled by vendors such as BRASS.

BRASS is estimated to control 50 percent of the market, and has about 130 accounts.

Order-management and trade-processing firms make money by selling their software and hardware to the sell-side community, and through subscriptions, with sell-side firms paying for each terminal or for licensing the vendor's software.

In the latter, the trading firms do not have to buy and maintain the products.

TCAM sells and licenses its product and competes with Royalblue in the outright sale of its business.

BRASS sells a total package to some firms, particularly the largest, and it runs the software and provides backup for other firms.

First Vendor

In 1982, TCAM became the first vendor to develop an electronic trading system. In the roaring 1980s, TCAM was the only game in town. Mentioning Automated to a trader would have invited a blank stare.

In the early 1990s, computer-hardware maker Stratus acquired TCAM, hoping that the software-maker's dominant position would help it sell more computers on Wall Street.

The shaky marriage, however, distracted TCAM from its core business product for equity-trading operations, say people familiar with the firm.

The timing of the marriage could not have been better for BRASS and Automated, which had launched a new software written for the newly-popular UNIX platform.

Under sustained attack from BRASS, TCAM fired back in 1994, acquiring Marlboro, Mass.-based Femcon Associates, then the number-two player in the order-management business.

Upheaval

While BRASS's dominant position is still not in dispute, upheaval in the securities industry can sometimes take even the smartest players by surprise.

"The advent of electronic trading, alternative trading systems, FIX [the Financial Information Exchange, a computer protocol for buy-side and sell-side firms] and other developments is also contributing to the upheaval," said Joseph Rosen, managing director at New York-based technology consultants Enterprise Technology Corporation.

Stratus was recently acquired by Alameida, Calif.-based Ascend Communications, a networking hardware maker. Ascend indicated it will spin-off or sell non-core networking and telecommunications businesses.

If it does, TCAM will embark on an amicable divorce from Stratus and revert to being an independent company with $25 million in sales and 150 employees worldwide, say people familiar with the firm.

Dave Bennett, TCAM's sales director for North America, is optimistic, but he cautions that the vendor needs to refocus on software. "We were distracted by the acquisition," he said.

TCAM has mapped ambitious plans that could unsettle the field of competitors.

"Our real thrust is to provide an Interment-based front-end to capture order flow," Bennett said. TCAM said it had signed accounts recently with Detroit-based Olde Discount Corp., New York's National Discount Brokers and St. Louis-based Edward Jones.

The plan clearly does not surprise one industry expert.

"Technology has advanced so much that there is a lot of opportunity for new and existing players," Rosen said. "Trading firms, meanwhile, are looking for alternatives.

Some experts think TCAM's strength lies in winning business from stock exchanges around the globe. TCAM, for instance, has already signed deals with the Istanbul Stock Exchange and the National Stock Exchange in India.

Big Plans

TCAM is not the only vendor with big plans. Royalblue is also upping the ante.

Royalblue makes the Fidessa trading systems, which are used on the London Stock Exchange's order-driven market.

The U.S. subsidiary, Royalblue Technologies Corporation, has signed its first major order, worth $2 million, and has passed the breakeven mark on a monthly basis.

However, Royalblue's threat to BRASS is questionable.

"As the company tries to take the product international, Fidessa is a threat, but not a major one, to BRASS," said Lawrence Tabb, director of technology research at The Tower Group in Newton, Mass.

In the U.K., Royalblue's accounts include brokerage giants Merrill Lynch & Co., Dresdner Kleinwort Benson and Morgan Stanley.

Most recently, Royalblue signed an agreement with Tradepoint Financial Networks, the U.K. electronic stock exchange, and with the London Stock Exchange. The agreement will enable investment banks using Fidessa to execute orders on either exchange.

Even more seasoned players, such as Trinitech, are muscling in on the order-management and trade-routing marketplace.

Trinitech is marketing NYFIX, the Exchange Access Network and FIX-compliant system that links buy-side and sell-side firms and exchange floors.

"We are seeing a rapid increase in quarterly recurring revenue supporting our strategic vision of electronic order routing, which we began executing in late 1997," Peter Kilbinger Hansen, Trinitech's president and chief executive, noted in a recent earnings announcement.

Bothered?

The competition does not overly bother Robert Greifeld, who heads up Automated. He is confident that his company will not only retain its leadership position, but will take market share from competitors.

Moreover, Greifeld is prepared to take on all comers even though the competition is formidable. Some rivals are said to have more "open" systems than Automated. Royalblue, for instance, has been complimented for being accessible to other industry systems.

"We have, and we are going to take market share away [from our rivals]," Greifeld said.

Partly to retain traders' loyalty, Automated launched several other products, including BRUT, an electronic communications network. Before that, it launched BNET, which allows broker dealers to route orders to other broker dealers.

Greifeld's next big project is a so-called "OATS-in-a-box system" which basically combines the trader's needs on one desktop. As the name suggests, that includes compliance with the Securities and Exchange Commission's Order Audit Trail System, or OATS.

Minneapolis-based Piper Jaffray and brokerage giant CIBC Oppenheimer recently signed up for the new products.

"The only way we [can grow] is by being more responsive to our customers' needs, making sure that we meet the demands of the trading community," Greifeld said.

Principal Blind Bidding In Portfolio Trading

Planning to bid for an institution's portfolio? A profitable way to utilize capital? Don't be fooled. Every year, broker dealers enter the business and soon quit when losses mount. Only the strongest survive. Among them is D.E. Shaw Securities, one of Wall Street's top principal portfolio-trading firms.

The New York-based broker-dealer subsidiary of D.E. Shaw & Co., which started trading portfolios as a principal in the early 1990s, now averages four principal trades daily, and this year handled one trade with a value of about $1 billion. (A typical principal portfolio trade is valued at only $50 million.)

D.E. Shaw Securities regularly bids "blindly," using quantitative trading technology. But, explains Mony Rueven, managing director in charge of portfolio trading and the firm's 30-strong U.S. institutional equity group, portfolio trading is not for amateurs.

Q: D. E. Shaw Securities is well known as a quant shop that employs mathematical models in trading. So why is it handling portfolios, or so-called equity baskets?

A: Trading portfolios on behalf of institutional clients fits in very well with our other dealing activities, where we make markets or provide liquidity in equities, convertible bonds, warrants and equity derivatives, both in the U.S. and overseas.

It is also a business in which our quantitative-trading and risk-management expertise gives us a clear competitive advantage. It is no secret that sophisticated institutional investors have analyzed their holdings as portfolios for a long time. Only in the last few years, however, has the buyside begun to see the often substantial benefits of trading lists, or portfolios, rather than individual positions.

D. E. Shaw Securities, for example, often provides institutional clients with analysis to help them decide how they should trade particular lists of stocks as a portfolio versus individual positions, as a principal versus agency positions, and so on.

The institution has a number of choices: principal basket trades, agency basket trades, incentive agency trades, basis trades and EFPs [exchange for physicals]. While they're sometimes used to satisfy special trading needs, institutional investors most commonly use basket trades to invest new cash flows, change asset allocation and rebalance portfolios.

Q:Let's focus on a principal basket trade. Provide an example.

A:Say a money manager is rebalancing his portfolio and has $50 million of equities to buy, and $50 million of equities to sell. He'd basically have two choices about how to execute this list. He could execute it conventionally, doling out individual trades on an agency basis to brokers. The brokers would work them on the floor of an exchange or on an electronic communications network.

Alternatively, the money manager could approach a firm like ours, which, without seeing the trades in the list, would bid for the entire portfolio as principal, offering to execute all of the component trades at market-closing prices for a flat, per-share commission. That's called blind bidding.

Q:How can you bid on a portfolio as principal if you don't know the positions it contains?

A:Here's how it works, mechanically: Every month or so, we provide our clients with a floppy disk containing the latest version of our proprietary portfolio-bidding software.

Whenever they like, they can run this software on a list of positions they'd like to trade. The program will generate an encrypted bid (but no information about actual positions) along with a two-page report giving some of the macro-characteristics of the clients' portfolios things like dollar value long and short, percentage Nasdaq versus listed, index tracking, average spread and some other statistical measures.

The client e-mails or faxes this report to us. We then analyze the report, decrypt the bid and contact the client with the actual price, say 12 cents a share.

All of this means that we're willing to sell to the client all of the positions he wants to buy, and buy from him all of the positions he wants to sell, for a flat 12 cents a share over the entire portfolio. Trades for exchange-listed stocks would occur at their closing prices on the relevant primary exchange, and trades for over-the-counter stocks would take place at the midpoint of Nasdaq's inside market at the close. The bidding process is competitive.

If we're the low bidder and we win the basket, we don't actually see what it contains until after the close, which is when the trade occurs.

Q:Why would a money manager pay 12 cents a share to trade this way, when he could pay an agency commission of 6 cents a share to work these trades conventionally?

A:You have to remember that commission costs are only one component of overall trading costs. There are many trades for which slippage and opportunity costs substantially outweigh the more explicit costs of commissions.

Since all of the position risk in the case of a principal basket trade is transferred from the client to D.E. Shaw Securities, the commissions on principal baskets are usually higher than commissions for agency trades. Because a client's slippage and opportunity costs are effectively zero, however, overall transaction costs are often lower with a principal basket trade than they would be with other methods for trading the same basket of stocks.

Q:Can you help an institution decide the best way to trade a particular basket on a case-by-case basis?

A:Yes. We're asked to do that quite often. The huge focus on transaction costs in recent years means that the buyside is more sensitive than ever before to hidden costs, like slippage and opportunity costs. So, we're able to use our proprietary models to help clients analyze how much slippage they should expect to suffer completing a particular trade under various time horizons. We show them the numbers, and then let them decide how to trade.

Sometimes, the smartest thing for the client to do is to have us trade a basket on an agency basis, whereby we use our quantitative trading techniques to minimize market impact. For other baskets, trading as principal is best. It's all in the numbers.

Q:What are the most common applications for principal basket trading?

A:Principal basket trades are ideal for high-opportunity cost trading, when a portfolio manager believes it's important to move money into new stock picks quickly.

Q:Some bulge-bracket firms also bid for principal baskets. How can

D.E. Shaw Securities compete against larger firms?

A:You have to remember that firms win principal baskets from clients via a competitive bidding process. Since the executions offered by competing firms is the same trades always take place at market-closing prices clients almost always award the basket to the lowest bidder.

So, the question really is, How can D.E. Shaw Securities bid so aggressively for these trades?'

The answer is that we believe our risk-management tools to be superior to anyone else in this business. We can bid aggressively for a portfolio because we think we can hedge it more effectively and less expensively than our competitors. That allows us to liquidate the positions very patiently over time.

In fact, we probably bid more aggressively than anyone for difficult trades small-cap and mid-cap baskets included because we have a much better understanding of exactly how much it will cost us to hedge and liquidate difficult positions. It also helps that D.E. Shaw Securities has substantial capital.

Q:Is the field of competitors on the dealer-side crowded?

A:It's funny. Every year some new firm decides to enter this business. They bid too aggressively, win lots of baskets, lose $30 million dollars and drop out of the business six months later. Our pricing is quantitative, not seat-of-the-pants. We're happy to lose a basket if someone else is bidding too aggressively for it.

Q:Do you think portfolio trading will become more popular?

A:It's becoming more common every day. Once upon a time, it was only quantitative money managers, or those who were especially good at measuring transaction costs, that understood the benefits of trading this way.

Today, we're trading with some of the largest pension funds and mutual funds in the world. But I should point out that it will always be the case that different modes of trading make sense for different trades. The portfolio-trading shoe doesn't always fit.

That's why we offer agency baskets, principal baskets, single-stock agency trades, third-market trades and block executions. The trick is knowing what trading mechanism makes the most sense for a given trade, and then helping your customers optimize the implementation of their investment decisions accordingly. This is a concept we call "smart liquidity."

We believe, in fact, that the market makers and dealers around ten years from now will be the ones who have learned that one size doesn't fit all.

Lessons in Building a Desk

Maureen Yeazel may be getting back to Europe soon. A majority stake in Yeazel's firm, Harbor Capital Management Co. in Boston, was recently acquired by the Dutch bank Fortis.

Fortis' Paris-based investment subsidiary, Fimagen, now oversees operations at Harbor Capital. Over the last few months, Fimagen has brought several Harbor Capital employees to Paris for consultations in U.S. business practices.

Yeazel has not yet been scheduled to revisit Paris a city she toured in a year abroad after graduating from Vanderbilt University in Nashville in 1981.

But Fimagen has sent several Paris executives to Boston to observe Yeazel's responsibilities as head trader at Harbor Capital.

"At Fimagen, they don't have traders. All of the portfolio managers trade for their own accounts," Yeazel said. "They want to find out how having a trading team will improve their business. It's something I can help them with."

Yeazel understands her role at Harbor Capital implicitly. She joined the firm in 1985 as its first trader.

At the time, Harbor Capital's portfolio managers handled $700 million in assets and traded for their own accounts. But as business became too busy for the portfolio managers to trade efficiently, the firm hired Yeazel, who was trading as State Street Research & Management Company in Boston.

"I was very young when I came to Harbor Capital, and it was a once in a lifetime opportunity to structure a desk myself," Yeazel said. "I just took a shot, and it all worked out."

In 13 years, the trading desk has grown to four traders, and the firm's eight portfolio managers now handle more than $6.2 billion in assets. More than 85 percent of those assets are invested in equities.

For Yeazel, the most difficult part of building the desk at Harbor Capital was changing the trading approach of the portfolio managers.

Previously, the portfolio managers handled and traded for their own accounts. Yeazel wanted the desk to bundle and coordinate portfolio managers' individual orders.

"Instead of a portfolio manager concentrating on one account, we now have policy meetings where all of the managers decide what to buy and sell together in all of the portfolios," she said. "Orders are planned and coordinated much better."

Yeazel sits in on the policy meetings, and is in charge of implementing the decisions.

Trading by stocks, Yeazel handles fewer orders. But the orders are larger. The larger positions allow the traders to establish positions quickly and to work more closely with sell-side traders.

"The portfolio managers were somewhat reluctant to give up control, but they realized it was in the best interest of the investors and the firm. But we needed to be sensitive with changes," Yeazel added.

In 1991, Yeazel implemented the Merrin Financial Trading System at Harbor Capital. The order-management system allowed the firm to monitor and route all orders electronically.

With Merrin, the portfolio managers electronically send orders to Yeazel's trading desk, and the traders can then route orders without writing tickets or typing order information. The system sends orders electronically to the floor of the New York Stock Exchange and to Nasdaq market makers.

"The more I can send orders electronically, the better. It's quick and efficient," Yeazel said. "I need all of my systems to be tied together, compatible with my Merrin blotter."

The increase in electronic trading has allowed Yeazel to dramatically reduce the number of brokers her desk works with regularly.

In 1996, Harbor Capital worked closely with more than 60 sell-side brokers. This year, Yeazel expects to work closely with only 20, and focus on just five brokers.

Yeazel wants to keep her broker list short, to ensure her business is important to the sell-side firms she works with. She meets three times a year with her portfolio managers to rate commissions for sell-side firms. More than 80 percent of her firm's trading commissions go to just 20 brokers.

"I want a professional, consistent sales trader who treats us as an important client," Yeazel said. "I'll continue to send orders to a firm that treats me professionally."

Last year, Harbor Capital installed Commission Optimizer from New York's ESI Securities. The software allows Yeazel's desk to track commissions to sell-side brokers, and produce detailed commission reports.

The software was customized for Harbor Capital, and it eliminated the need to track commissions by hand.

Spending less time mired in administrative functions functions handled by Merrin and Commission Optimizer Yeazel may have time for a second trip to Paris. It would make a nice family vacation for Yeazel, her husband Gordon and their two sons eight-year-old Hayden and five-year-old Madison.

But Yeazel has not yet been scheduled for a Paris visit. At the moment, Fimagen seems to prefer observing her in Boston. Yeazel's too much of an asset in her own environment.

At Deadline – Section 31 Fees

Backed by the trading community, House Rules Committee Chairman Gerald Solomon (R-N.Y.) is lining up support for his bill on Section 31 transaction fees. In the waning days of the current session of Congress, Solomon engaged House Commerce Committee Chairman Thomas Bliley (R-Va.) in dialogue about the fees on the House floor. The bill, H.R. 4213 co-sponsored by Rep. Robert Menendez (D-N.J.), seeks to cap the total amount of fees the Securities and Exchange Commission can accumulate on the sale of stocks. Earlier, Solomon presented his case to a Republican outfit known as the Conservative Action Team.

Another bill, sponsored by Rep. Michael Forbes (R-N.Y.) would seek to slash the level of Section 31. In an interview, he said the bill is of significant importance to the trading community in his congressional district.

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At Deadline – Live OptiMark?

One obstacle holding back Jersey City-based OptiMark Technologies' plan to go live this fall is approval by regulators that would allow an electronic link between its superanonymous trade system and the Intermarket Trading System (ITS). OptiMark's launch has been delayed at least a month, in part because of objections by the New York Stock Exchange to the ITS link.

For its part, the Big Board has proposed that orders entered into OptiMark be held at the PCX for 15 seconds before hitting the ITS. The Big Board had threatened to petition the Securities Industry Automated Corporation to refuse OptiMark business if the Big Board proposal was ignored. Another question for OptiMark hovers over the agreement between the PCX and the Chicago Board Options Exchange to merge. As part of the agreement, the PCX would exit from the stock-trading business. If so, does that leave OptiMark without its own partner? "We don't really know if the Pacific will get out of the stock business," said OptiMark Senior Vice President Alan Danson. "If OptiMark is successful, the question really is, Why would anybody want to get rid of it? [OptiMark] is of great value to the Pacific.'"

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At Deadline – Anonymity?

How long can electronic communications networks (ECNs), such as Reuters Holdings' Instinet keep trading interest at its current level of anonymity? That's the question on traders lips in the wake of a new Nasdaq proposal which set off alarm bells in the trading community.

The Nasdaq proposal could curb the ability of institutions to trade large blocks of shares while keeping a portion of the order in reserve. Under the proposal, Nasdaq wants to implement a rule requiring the full block order to be executed even if some of the trade is not worked.

What's more, Nasdaq wants ECNs to provide it with more information on their customers to help resolve operational and trading problems. That proposal has angered some officials at ECNs who note that Nasdaq is seeking to develop its own ECN, or so-called central limit order book.

At Deadline – Standards

Nasdaq market makers have stepped up their fight against new primary market-maker standards proposed by the National Association of Securities Dealers. Traders, in particular, have singled out the NASD's proposed net-liquidity rules, arguing that many market makers would be unable to fulfill those standards for a major proportion of their stocks.

A group of prominent trading firms, including Jersey City's Sherwood Securities and Herzog, Heine, Geduld, New York-based Bernard L. Madoff Investment Securities and San Francisco's Charles Schwab & Co., are working together to press the Securities and Exchange Commission to reverse the NASD plan.

In a letter, the firms outlined their own counterproposal. The Securities Industry Association's trading committee and the NASD's Quality of Market's Committee have been huddling on the NASD's proposal, hoping to hammer out a compromise plan, insiders said.

Meanwhile, trading sources expect the NASD to refile with the SEC parts of its plan to implement an order-delivery and exeuction system. The expectation is that the limit-order-book feature would be detached under the new proposal, from other parts of the system. The revamped plan is favored by many market makers once it includes a trade-through rule.

Lawmakers Pushing for Further Relief:Two 31(a) Bills Floating as NASD Polishes Off Special Rule E

Pressure is building in the current session of Congress for legislation that would bring widespread relief from unpopular transaction fees on Nasdaq trades.

The spotlight on equity-transaction fees is largely the outcome of intense lobbying by a coalition of exchanges and trade groups, led by the Security Traders Association.

The fees on Nasdaq and listed trades, enacted under Section 31 of the Securities Exchange Act of 1934, amount to 1/300th of one percent on individual equity transactions. That means, in effect, that a riskless principal trade on Nasdaq is subject to double counting because a market marker may buy a stock and quickly resell it on an agency basis.

By one estimate, the fee collections resulted in the Securities and Exchange Commission accumulating in excess of 300 percent of its budget over the past two years. The Congressional Budget Office, meanwhile, estimates that the agency will collect more than $550 million this year levied under Section 31(a) of the act (based on current trade-volume projections).

With the National Association of Securities Dealers favoring a reduction in the amount levied on riskless principal trades, Congress is currently mulling two separate bills that would go even further.

One bill, introduced by Rep. Gerald Solomon (R-N.Y.) and Rep. Robert Menendez (D-N.J.), the Savings and Investment Relief Act of 1998, would cap annual collections of transaction fees assessed on Nasdaq and exchange-listed stocks. A similar cap would be applied to fees collected on off-exchange trades of last-sale-reported securities.

For fiscal year 1999, fee collections on trades and registrations would be limited to $150 million, while fees for off-exchange trades would be held to $120 million under the bill. Future caps would be adjusted for inflation.

Under the bill, fee collections for the SEC would "simply shut off" when the agency had met its annual requirements, Solomon explained. Each national securities exchange and securities association would be required to enact rules to comply with the legislation.

Solomon's support is viewed as significant, because he chairs the House Rules Committee, a post that gives him considerable law-making powers. "He did not introduce [the bill] just for show," Justin Daly, Solomon's counsel, told Traders Magazine. The initial response to the bill was better than expected, Daly added.

Solomon, himself a former Wall Street executive, makes no bones about his attitude to the transaction fees. He is particularly incensed about 31(a) fees on Nasdaq, telling the House they are "ridiculous," having been transformed from a user fee to a "huge general tax."

The bill is "intended to bring total SEC fee collections, which had already grown to significantly exceed the commission's budget, more in line with its costs," he reminded his House colleagues. The 31(a) fees on Nasdaq were authorized under the National Securities Markets Improvement Act of 1996.

Solomon stressed that flexibility is the hallmark of his bill. If the SEC does not collect enough revenue to cover its annual budget, the House and the Senate Appropriations Committee can temporarily raise the fee limitations through an appropriation act.

The Solomon bill has been referred to the House Commerce Subcommittee on Finance and Hazardous Materials. At press time, the panel, which is chaired by Rep. Michael Oxley (R-Ohio), had not scheduled a hearing on the bill.

Separately, Rep. Michael Forbes (R-N.Y.) introduced a 31(a) bill that would cut in half the amount Nasdaq traders pay on each transaction. Forbes sits on the House Appropriations Subcommittee on Commerce, Justice, State and Judiciary, which has jurisdiction over SEC funding.

Although the approaches taken in both bills are different, each nonetheless represents energetic efforts to enact legislation before the current congressional session ends this month.

Significantly, Forbes' approach may be the most workable, insofar as a cap on 31(a) fees outlined in the Solomon and Menendez bill could be problematic. With a cap on fees, some firms might be tempted to delay certain transactions in order to avail themselves of a fee exemption triggered by the cap.

In the Senate, a Republican source contends that lawmakers would like to see 31(a) legislation pass in the House before they commit themselves to a similar bill.

According to the source, Sen. Alfonse D'Amato (R-N.Y.), Sen. Paul Coverdell (R-Ga.) and Sen. Connie Mack (R-Fla.) would be first to demonstrate their support on the heels of a House bill. Sen. Phil Gramm (R-Texas) previously expressed his view that the fee is a tax on capital.

Meanwhile, the filing of a new NASD rule proposal with the SEC for 31(a) relief is still pending as NASD officials and the SEC's Division of Market Regulation negotiate an acceptable framework, sources said. "It's a high-priority, complex issue," an NASD spokesman said.

Instinet Upset Over NASD’s Marketing’Pitch

In a dispute over the NASD's proposed integrated order-delivery and execution system, the National Association of Securities Dealers is under renewed attack from Reuters Holdings' Instinet.

The latest salvo was fired in a hotly-worded comment letter from Instinet to the Securities and Exchange Commission, accusing the NASD of "flagrant dereliction of the NASD's obligation as a self-regulatory organization to promote informed and independent public comment."

That reference is to a May 1 letter signed by Cherilyn Cotter, Nasdaq's director of business development, and sent to the principals of several large NASD member firms stating that "it is important that you respond to this [new Nasdaq] proposal that Nasdaq has placed before the SEC."

Instructions

According to Instinet's June 5 letter, Cotter's letter was "coupled with a form of comment letter supporting the proposal that the recipients are instructed to mail to the commission. Heeding this instruction, several firms have signed and submitted the form letter for inclusion in the public file."

Among the respondents, Instinet named executives at four major Wall Street firms: Frederick Frank, managing director, Lehman Brothers; John Kallop, managing director, Prudential Securities, John McNulty, a partner at Goldman, Sachs & Co.; and Scott Powell, senior vice president, PaineWebber.

The letters state that the firms represented "specifically support" allowing orders from one share to 999,999 shares to be entered, based upon the ability of the market maker to display actual size in their quotations; the full display of all orders entered into the limit-order book; anonymity for firms entering orders in the file; direct-sponsored access by institutions and individual investors; and a process to match orders in a limit-order book at the beginning of each trading day.

"Such tactics could be viewed as regulatory intimidation, and have undermined the legitimacy of the comment process associated with this proposal," complained Douglas Atkin, chief executive of Instinet International, who signed the latest Instinet comment letter. He added that the NASD's "coercive tactics undoubtedly influenced the behavior of all recipients."

Citing the SEC's highly-publicized August 1996 21(a) report on allegations of price-fixing on Nasdaq, Atkin stated that given the "NASD's past practices towards member firms that do not share its vision of proper market structure and behavior, it is hard to imagine that member firms who received Nasdaq's letter were not influenced in their approach to commenting on this proposal."

Urges Withdrawal

Atkin's letter urged the NASD to withdraw and resubmit its controversial proposal for "fresh public comment that is uncorrupted by the NASD and Nasdaq attempts to elicit correct comment from market participants."

In a telephone interview with Traders Magazine, Atkin stood behind his harsh criticism of the NASD, and claimed it is using its "regulatory power to create a monopoly brokerage service. They are targeting brokers who use a lot of high technology, such as Instinet, and other electronic communications networks."

Atkin went on to say that the current Nasdaq proposal is an example of a regulator creating its own brokerage firm competing with its own members.

In a comment letter dated May 8 and signed by Atkin, Instinet accused the NASD of placing "hyper-promotional," one-sided material on the Nasdaq home page, effectively forcing investors to view the information before accessing any other Nasdaq information. "Moreover, for a time the site would not allow investors to view other information until a comment letter regarding the system was e-mailed to the commission, producing literally thousands of e-mail comments," the letter stated.

"Such efforts indicate the chronic difficulty the NASD has in separating its duties as a market regulator from its desire to be a market competitor," the letter added.

SEC’s Probe of Soft-Dollar Business Abuses

The Securities and Exchange Commission is calling for changes in how investors are provided information on soft-dollar arrangements between institutions and brokers handling their investments.

An SEC official, who declined to be named, has reportedly said a pending SEC staff report examining abuses in the $1 billion soft-dollar business will recommend more public disclosure of institutions' soft-dollar arrangements.

The SEC staff is expected to state that generally, investors are poorly informed about the exact nature of soft-dollar services institutions receive from brokers.

Mutual funds, consequently, would have to provide more soft-dollar disclosure to their board of directors.

The report is said to be particularly critical of investment advisers for not providing adequate soft-dollar disclosure, and will describe possible cases of abuses.

The alleged abuses were discovered during an 18-month sweep of 250 institutions and 75 brokers that use soft dollars. At press time, the long wait for the report was nearing an end, according to published reports.

Examiners working on the report for the SEC's Office of Compliance Inspection and Examinations, reportedly did not find substantial evidence of fraud in the soft-dollar business.

However, about ten percent of the examinations are being studied for possible security-law violations, and were submitted to the SEC's enforcement division, people familiar with the probe said.

Soft-dollar arrangements are perfectly legal under federal law as long as investors receive a fair share of the rebates.

The SEC currently requires institutions to disclose its soft-dollar arrangements often for third-party research to investors. SEC staff members, however, are expected to recommend that soft-dollar disclosure rules be tightened, an SEC aide confirmed

In a typical soft-dollar arrangement, an institution will received a predetermined quantity of soft-dollar services in exchange for sending a specified amount of commission business on its listed trades.

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