Submission of Morgan Stanley to the SEC's Federal Advisory Committee on Market Information

Remarks on Alternative Models

I. Bottom Line Objectives

• Enhanced market transparency

• Competition

• Reduced costs and administrative burdens

II. Market Transparency

• Retain, at a minimum, a requirement for dissemination of consolidated NBBO and last sale information, although we have a strong preference for mandated consolidated price and size information beyond the NBBO as well, because in a penny environment, "top of book" information does not sufficiently convey accurate information as to buy and sell interest in stocks.

• Retaining mandated consolidated NBBO and last sale information is critical to providing investors timely and accurate price information and in facilitating broker-dealers' fulfillment of their best execution obligations.

• Retain the limit order display rule (and, indeed, extend that rule to listed options as well), which has been critical in empowering investors, enhancing overall transparency and narrowing bid/ask spreads.

III. Competition

• Eliminate the concept of an exclusive SIP and submit the role of the "consolidator" to open competition.

• Strong preference for competing consolidators with view toward pricing discipline and ongoing technological innovation.

• Require an SRO wishing to act also as consolidator to separate that function from its SRO role.

• Dismantle existing data plans, thereby eliminating contentious governance issues. No need for SRO plans in this model given the non-exclusivity of the SIP role, questionable whether continuation of plans would pass antitrust muster.

IV. Costs and Administrative Burdens

• On the issue of pricing, we remain concerned over the prices that the various market centers will charge for their data in a competing consolidator model (especially if consolidated information, as hoped, continues to be required). Perhaps there should be more precise requirements to ensure non-discriminatory pricing (e.g., most-favored nation status).

• While market forces ought to operate effectively to keep the costs of market data reasonable at the consolidator level, that is contingent on there actually being competing consolidators - i.e., until there is more than one, perhaps the SEC should consider adopting standards similar to those to which market centers should be subject.

• Receipt and redistribution of market data is administratively burdensome and expensive and needs to be streamlined, including allowing unlimited use by recipients of market data.

IV. Technical Issues

• Technical standards and specifications, capacity requirements and data quality standards should be established as baseline requirements for market centers and competing consolidators which propose to send, receive and store data.

• Perhaps the SEC could appoint a panel of experts to make recommendations to the SEC as to the appropriate specifications, which the SEC could publish for public comment.

http://www.sec.gov/divisions/marketreg/marketinfo/msdw051801.htm