BARCLAYS CAPITAL INC. · 2020-03-26 · BARCLAYS CAPITAL INC. CRD# 19714 SEC# 8-41342 Main Office...

BrokerCheck Report

BARCLAYS CAPITAL INC.

Section Title

Report Summary

Firm History

CRD# 19714

1

14

Firm Profile 2 - 13

Page(s)

Firm Operations 15 - 32

Disclosure Events 33

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CRD# 19714

SEC# 8-41342

Main Office Location

745 7TH AVENUENEW YORK, NY 10019Regulated by FINRA New York Office

Mailing Address

745 7TH AVENUENEW YORK, NY 10019

This firm is a brokerage firm and an investmentadviser firm. For more information aboutinvestment adviser firms, visit the SEC'sInvestment Adviser Public Disclosure website at:

Business Telephone Number

212-526-7000

https://www.adviserinfo.sec.gov

Report Summary for this Firm

This report summary provides an overview of the brokerage firm. Additional information for this firm can be foundin the detailed report.

Disclosure Events

Brokerage firms are required to disclose certaincriminal matters, regulatory actions, civil judicialproceedings and financial matters in which the firm orone of its control affiliates has been involved.

Are there events disclosed about this firm? Yes

The following types of disclosures have beenreported:

Type Count

Regulatory Event 90

Civil Event 2

Firm Profile

This firm is classified as a corporation.

This firm was formed in Connecticut on 03/30/1998.

Its fiscal year ends in December.

Firm History

Information relating to the brokerage firm's historysuch as other business names and successions(e.g., mergers, acquisitions) can be found in thedetailed report.

Firm Operations

Is this brokerage firm currently suspended with anyregulator? No

This firm conducts 22 types of businesses.

This firm is affiliated with financial or investmentinstitutions.

This firm does not have referral or financialarrangements with other brokers or dealers.

This firm is registered with:

• the SEC• 23 Self-Regulatory Organizations• 53 U.S. states and territories

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1©2020 FINRA. All rights reserved. Report about BARCLAYS CAPITAL INC.

https://adviserinfo.sec.gov/firm/summary/19714


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This firm is classified as a corporation.

This firm was formed in Connecticut on 03/30/1998.

CRD#

This section provides the brokerage firm's full legal name, "Doing Business As" name, business and mailingaddresses, telephone number, and any alternate name by which the firm conducts business and where such name isused.

Firm Profile

Firm Names and Locations

Its fiscal year ends in December.


SEC#

19714

8-41342

Main Office Location

Mailing Address

Business Telephone Number

Doing business as BARCLAYS CAPITAL INC.

212-526-7000

Regulated by FINRA New York Office



Other Names of this Firm

Name Where is it used

BARCLAYS CAPITAL AK, AL, AR, AZ, CA,CO, CT, DC, DE, FL,GA, HI, IA, ID, IL, IN,KS, KY, LA, MA, MD,ME, MI, MN, MO,MS, MT, NC, ND, NE,NH, NJ, NM, NV, NY,OH, OK, OR, PA, PR,RI, SC, SD, TN, TX,UT, VA, VI, VT, WA,WI, WV, WY






BARCLAYS SECURITIES INC. CA





This section provides information relating to all direct owners and executive officers of the brokerage firm.

Direct Owners and Executive Officers

Firm Profile

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

BARCLAYS GROUP US INC.

OWNS BARCLAYS CAPITAL INC.

75% or more

No

Domestic Entity

12/1999

Yes

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

Position



Position Start Date


ABREU, JULIAN JAVIER

ROSFP - PRIME SERVICES

Less than 5%

No

Individual

03/2019

No

5160018



Position


Position Start Date

BANCONE, ANTHONY

ROSFP - DISTRIBUTION

Less than 5%

Individual

08/2013

1790892








Direct Owners and Executive Officers (continued)

Firm Profile




Less than 5%

No

No

Position



Position Start Date


BARNES, MURRAY CHARLES

BOARD DIRECTOR

Less than 5%

No

Individual

04/2018

Yes

5773694



Position



Position Start Date


FORREST, MONTY LEE

CHIEF OPERATIONS OFFICER

Less than 5%

No

Individual

05/2015

Yes

5812639



FORREST, MONTY LEE

5812639








Firm Profile

Position



Position Start Date


BOARD DIRECTOR

Less than 5%

No

Individual

05/2015

Yes

5812639


Position



Position Start Date


FUQUA, JAMES

CHIEF LEGAL OFFICER

Less than 5%

No

Individual

11/2018

No

2933658



Position


Position Start Date


JAISING, RAHUL

ROSFP - PRIME SERVICES

Less than 5%

Individual

08/2013

No

4754959









Firm Profile



No

No

Position



Position Start Date


LAROCCA, GERARD SEBASTIAN

PRESIDENT

Less than 5%

No

Individual

01/2011

Yes

2683227



Position



Position Start Date


LAROCCA, GERARD SEBASTIAN

BOARD DIRECTOR

Less than 5%

No

Individual

10/2005

Yes

2683227



LARSON, MATTHEW SCOTT

Individual

2605152









Firm Profile

Position



Position Start Date


CHIEF FINANCIAL OFFICER

Less than 5%

No

Individual

06/2017

Yes


Position



Position Start Date


LARSON, MATTHEW SCOTT

BOARD DIRECTOR

Less than 5%

No

Individual

06/2017

Yes

2605152



Position


Position Start Date


LUBLINSKY, MICHAEL

BOARD DIRECTOR

Less than 5%

Individual

02/2018

Yes

2655249









Firm Profile



No

Yes

Position



Position Start Date


LUBLINSKY, MICHAEL

CHIEF EXECUTIVE OFFICER

Less than 5%

No

Individual

02/2018

Yes

2655249



Position



Position Start Date


MELI, JEFFREY ANTHONY

CO-HEAD OF RESEARCH

Less than 5%

No

Individual

07/2015

No

4477654



NOTO, JOSEPH C

Individual

4688658









Firm Profile

Position



Position Start Date


BOARD DIRECTOR

Less than 5%

No

Individual

09/2018

Yes


Position



Position Start Date


O'CONNOR, CLAIRE SCHOLZ

BOARD DIRECTOR

Less than 5%

No

Individual

09/2018

Yes

1907247



Position


Position Start Date


ZACHARIA, ZACHARIA

CHIEF COMPLIANCE OFFICER

Less than 5%

Individual

05/2019

No

2440444









Firm Profile



No

No






This section provides information relating to any indirect owners of the brokerage firm.

Indirect Owners

Firm Profile

BARCLAYS BANK PLC

SOLE SHAREHOLDER

BARCLAYS US LLC

75% or more

Yes

Foreign Entity

03/2016

Yes



Company through whichindirect ownership isestablished

Relationship to Direct Owner

Relationship Established




BARCLAYS PLC

SOLE SHAREHOLDER

BARCLAYS BANK PLC

75% or more

Yes

Foreign Entity

01/1985

Yes









BARCLAYS US LLC


Domestic Entity









Indirect Owners (continued)

Firm Profile

SOLE SHAREHOLDER


75% or more

No

04/2016

Yes












Firm History

This section provides information relating to any successions (e.g., mergers, acquisitions) involving the firm.

No information reported.






Firm Operations

RegistrationsThis section provides information about the regulators (Securities and Exchange Commission (SEC), self-regulatoryorganizations (SROs), and U.S. states and territories) with which the brokerage firm is currently registered andlicensed, the date the license became effective, and certain information about the firm's SEC registration.

This firm is currently registered with the SEC, 23 SROs and 53 U.S. states and territories.

SEC Registration Questions

This firm is registered with the SEC as:

A broker-dealer:

A broker-dealer and government securities broker or dealer:

A government securities broker or dealer only:

This firm has ceased activity as a government securities broker or dealer:

Yes

Yes

No

No

Federal Regulator Status Date Effective

SEC Approved 06/13/1989

Self-Regulatory Organization Status Date Effective

FINRA Approved 10/19/1987

BOX Exchange LLC Approved 05/07/2012

Cboe BYX Exchange, Inc. Approved 10/01/2010

Cboe BZX Exchange, Inc. Approved 08/18/2008

Cboe C2 Exchange, Inc. Approved 10/06/2010

Cboe EDGA Exchange, Inc. Approved 05/14/2010

Cboe EDGX Exchange, Inc. Approved 05/14/2010

Cboe Exchange, Inc. Approved 09/22/2008

Investors' Exchange LLC Approved 08/09/2016

MIAX Emerald, LLC Approved 03/01/2019

MIAX PEARL, LLC Approved 02/06/2017

Miami International Securities Exchange,LLC

Approved 12/07/2012

NYSE American LLC Approved 09/22/2008

NYSE Arca, Inc. Approved 08/31/2004

NYSE Chicago, Inc. Approved 09/22/2008






NYSE National, Inc. Approved 05/18/2018

Nasdaq BX, Inc. Approved 09/19/2008

Nasdaq GEMX, LLC Approved 07/29/2013

Nasdaq ISE, LLC Approved 10/18/2005

Nasdaq MRX, LLC Approved 02/10/2016

Nasdaq PHLX LLC Approved 09/19/2008

Nasdaq Stock Market Approved 07/12/2006

New York Stock Exchange Approved 09/19/2008





Firm Operations

Registrations (continued)

U.S. States &Territories

Status Date Effective

Alabama Approved 02/19/1998

Alaska Approved 01/02/1998

Arizona Approved 02/10/1998

Arkansas Approved 03/24/1998

California Approved 07/30/1998

Colorado Approved 12/05/1997

Connecticut Approved 04/01/1998

Delaware Approved 02/03/1998

District of Columbia Approved 01/02/1998

Florida Approved 01/05/1998

Georgia Approved 11/26/1997

Hawaii Approved 11/24/1998

Idaho Approved 01/01/1998

Illinois Approved 01/06/1998

Indiana Approved 01/20/1998

Iowa Approved 02/02/1998

Kansas Approved 01/22/1998

Kentucky Approved 01/05/1998

Louisiana Approved 01/08/1998

Maine Approved 06/04/1998

Maryland Approved 01/01/1998

Massachusetts Approved 02/26/1998

Michigan Approved 02/25/1998

Minnesota Approved 03/18/1998

Mississippi Approved 01/02/1998

Missouri Approved 03/04/1998

Montana Approved 12/04/1997

Nebraska Approved 02/03/1998

Nevada Approved 12/10/1997

New Hampshire Approved 07/29/1998

New Jersey Approved 02/02/1998

New Mexico Approved 02/09/1998

New York Approved 04/03/1990

U.S. States &Territories

Status Date Effective

North Carolina Approved 01/08/1998

North Dakota Approved 05/19/1998

Ohio Approved 10/01/1996

Oklahoma Approved 01/21/1998

Oregon Approved 02/05/1998

Pennsylvania Approved 01/06/1998

Puerto Rico Approved 01/20/1998

Rhode Island Approved 01/20/1998

South Carolina Approved 12/15/1997

South Dakota Approved 01/09/1998

Tennessee Approved 03/06/1998

Texas Approved 06/16/1994

Utah Approved 12/01/1997

Vermont Approved 09/03/1996

Virgin Islands Approved 09/29/2008

Virginia Approved 01/07/1998

Washington Approved 01/01/1998

West Virginia Approved 01/01/1998

Wisconsin Approved 01/21/1998

Wyoming Approved 01/02/1998






Firm Operations

Types of BusinessThis section provides the types of business, including non-securities business, the brokerage firm is engaged in orexpects to be engaged in.

This firm currently conducts 22 types of businesses.

Types of Business

Exchange member engaged in exchange commission business other than floor activities

Exchange member engaged in floor activities

Broker or dealer making inter-dealer markets in corporation securities over-the-counter

Broker or dealer retailing corporate equity securities over-the-counter

Broker or dealer selling corporate debt securities

Underwriter or selling group participant (corporate securities other than mutual funds)

Mutual fund retailer

U S. government securities dealer

U S. government securities broker

Municipal securities dealer

Municipal securities broker

Solicitor of time deposits in a financial institution

Real estate syndicator

Put and call broker or dealer or option writer

Broker or dealer selling securities of non-profit organizations (e.g., churches, hospitals)

Broker or dealer selling tax shelters or limited partnerships in primary distributions

Broker or dealer selling tax shelters or limited partnerships in the secondary market

Non-exchange member arranging for transactions in listed securities by exchange member

Trading securities for own account

Private placements of securities

Broker or dealer selling interests in mortgages or other receivables

Other - APPLICANT ACTS AS AN AGENT ON A FULLY DISCLOSED BASIS FOR COMMODITIES.APPLICANT ACTS AS MARKETER FOR OVER-THE-COUNTER DERIVATIVES, FOREIGN EXCHANGECONTRACTS, AND OTHER FINANCIAL INSTRUMENTS, AND EFFECTSSECURITIES TRANSACTIONS PURSUANT TO SEC RULE 15A-6 THROUGH ITS AFFILIATES. APPLICANTENGAGES IN THE BUSINESS OF PRIVATE EQUITY AND BUSINESS TRANSACTION FINANCIAL ADVISORYSERVICES.






Other Types of Business

This firm does effect transactions in commodities, commodity futures, or commodity options.This firm does not engage in other non-securities business.

Non-Securities Business Description:





Firm Operations

Clearing Arrangements

This firm does hold or maintain funds or securities or provide clearing services for other broker-dealer(s).

Introducing Arrangements

This firm does not refer or introduce customers to other brokers and dealers.






Firm Operations

Industry Arrangements

This firm does have books or records maintained by a third party.

This firm does not have accounts, funds, or securities maintained by a third party.

This firm does not have customer accounts, funds, or securities maintained by a third party.

This firm does not have individuals who control its management or policies through agreement.

This firm does not have individuals who wholly or partly finance the firm's business.

Control Persons/Financing

Name: IRON MOUNTAIN

Business Address: 745 ATLANTIC AVEBOSTON, MA 02111

Effective Date: 07/22/2010

Description: IRON MOUNTAIN IS A THIRD-PARTY VENDOR THAT SERVES AS ADOCUMENT REPOSITORY.






Firm Operations

Organization AffiliatesThis section provides information on control relationships the firm has with other firms in the securities, investmentadvisory, or banking business.

This firm is, directly or indirectly:

· in control of· controlled by· or under common control withthe following partnerships, corporations, or other organizations engaged in the securities or investmentadvisory business.

No

Yes

ONTARIO

Yes

12/15/1994

333 BAY STREET333 BAY STREETTORONTO, ONTARIO M5H 2R2

BARCLAYS CAPITAL CANADA INC. is under common control with the firm.

UNDER COMMON CONTROL OF BARCLAYS BANK PLCDescription:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

BRAZIL

Yes

12/18/2009

EDIFICIO BERRINI 500, PRACA PROFESSOR JOSE LANNESNO. 40, 4TH - 5TH ANDARES, BAIRRO CIDADE MONCOES,SAO PAOLO, BRAZIL CEP 04571-1

BARCLAYS CORRETORA DE TITULOS E VALORES MOBILIARIOS S.A. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

1 CHURCHILL PLACELONDON, ENGLAND 10019

EQUITY VALUE INVESTMENTS NO 1 LIMITED is under common control with the firm.

Business Address:






Firm Operations

Organization Affiliates (continued)

No

Yes

ENGLAND, UNITED KINGDOM

Yes

07/20/2009

1 CHURCHILL PLACELONDON, ENGLAND 10019




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

ENGLAND

Yes

12/01/2006

1 CHURCHILL PLACELONDON, ENGLAND E145HP

WOOLWICH PLAN MANAGERS LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

INDONESIA

Yes

12/01/2006

WISMA GKBI, SUITE 3805LL. JENDRAL SUDRIMAN NO. 28JAKARTA, INDONESIA 10210

PT BARCLAYS CAPITAL SECURITIES INDONESIA is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

GERRARD INVESTMENT MANAGEMENT LIMITED is under common control with the firm.






Firm Operations


No

Yes

ENGLAND

Yes

12/01/2006





Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

AUSTRAILIA

Yes

12/01/2006

LEVEL 24, 400 GEORGE STREETSYDNEY, AUSTRAILIA NSW 2000

BARREP PTY LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

FRANCE

Yes

12/01/2006

183 AVENUE DAUMESNILPARIS, FRANCE 75102

BARCLAYS VIE S.A. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:






Firm Operations


No

Yes

ENGLAND

Yes

11/01/2006


BARCLAYS SHAREDEALING is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

ISLE OF MAN

Yes

12/01/2006

PO BOX 9, BARCLAYS HOUSEVICTORIA STREETDOUGLAS, ISLE OF MAN IM991AJ

BARCLAYS PRIVATE CLIENTS INTERNATIONAL LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

PORTUGAL

Yes

11/30/2006

AVENIDA DE REPUBLICA NO. 50 - 3LISBON, PORTUGAL 1050-196

BARCLAYS PRESTACAO DE SERVICOS - ACE is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:






Firm Operations



No

Yes

JERSEY

Yes

11/30/2006

39-41 BROAD STREETST. HELIER, JERSEY JE23RR

BARCLAYS INTERNATIONAL FUNDS GROUP LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

SPAIN

Yes

11/30/2006

PLAZA DE COLON 2MADRID, SPAIN 28046

BARCLAYS FONDOS, S.G.I.I.C., S.A. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

THAILANAD

Yes

11/30/2006

21ST FLOOR, CRC TOWER ALL SEASONS PLACE87/2 WIRELESS ROAD LUMPINI, PHATUMWANBANGKOK, THAILAND 10330

BARCLAYS CAPITAL SECURITIES (THAILAND) LTD is under common control with the firm.



Country:

Foreign Entity:

Effective Date:

Business Address:






Firm Operations

Organization Affiliates (continued)No



No

Yes

MAURITIUS

Yes

11/30/2006

C/O ROGERS CAPITAL CORPORATE SERVICES LIMITED3RD FLOOR, ROGERS HOUSE, NO 5 PRES JOHN KENNEDY STPORT LOUIS, MAURITIUS 00000

BARCLAYS CAPITAL MAURITIUS LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

MALAYSIA

Yes

11/30/2006

LEVEL 13, MENARA MILENIUMJALAN DAMANLELA PUSAT BANDAR DAMANSARAKUALA LUMPUR, MALAYSIA 50490

BARCLAYS CAPITAL MARKETS MALAYSIA SDN. BHD. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

SINGAPORE

Yes

11/29/2006

10 MARINA BOULEVARD#24-01 MARINA BAY FINANCIAL CENTRE, TOWER 2SINGAPORE, SINGAPORE 018983

BARCLAYS CAPITAL FUTURES (SINGAPORE) PRIVATE LTD is under common control with the firm.

Country:

Foreign Entity:

Effective Date:

Business Address:






Firm Operations


No

Yes

SINGAPORE




Country:

No

Yes

BERMUDA

Yes

11/29/2006

PASEO DE LA REFORMA 505, PISO 41COL. CUAUHTEMOCMEXICO, D.F., MEXICO 06500

BARCLAYS CAPITAL CASA DE BOLSA, S.A. DE C.V. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

HONG KONG

Yes

11/29/2006

CHEUNG KONG CENTER2 QUEEN'S ROAD, LEVEL 41HONG KONG, HONG KONG 00000

BARCLAYS ASIA LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

06/30/1999

54 LOMBARD ST.LONDON, UK EC3P 3AH

BARCLAYS BANK TRUST CO. LTD. is under common control with the firm.

Effective Date:

Business Address:






Firm Operations


No

Yes

ENGLAND

Yes

06/30/1999




Country:

Foreign Entity:

Effective Date:

No

Yes

ENGLAND

Yes

06/30/1998


WESTFERRY INVESTMENTS LTD. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

ENGLAND

Yes

07/28/1997


BARCLAYS PHYSICAL TRADING LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:


BARCLAYS METALS LTD. is under common control with the firm.

Business Address:






Firm Operations


No

Yes

ENGLAND

Yes

07/28/1997




Country:

Foreign Entity:

Effective Date:

No

Yes

ENGLAND

Yes

07/28/1997


BARCLAYS STOCKBROKERS LTD. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

ENGLAND

Yes

07/28/1997


DURLACHER NOMINEES LTD. is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

10-1 ROPPONGI 6-CHOMEMINATO-KUTOKYO, JAPAN UX 100

BARCLAYS SECURITIES JAPAN LIMITED is under common control with the firm.

Business Address:






Firm Operations


No

Yes

JAPAN

Yes

08/01/1990

10-1 ROPPONGI 6-CHOMEMINATO-KUTOKYO, JAPAN UX 100




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

HONG KONG

Yes

08/01/1990

2 GARDEN RD., 41ND FLOORCHEUNG KONG CENTERHONG KONG, HONG KONG ##NA

BARCLAYS CAPITAL ASIA LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

UK

Yes

08/01/1990

1 CHURCHILL PLACELONDON, UK E14 5HP

BARCLAYS CAPITAL SECURITIES LIMITED is under common control with the firm.




Country:

Foreign Entity:

Effective Date:

Business Address:






Firm Operations


This firm is directly or indirectly, controlled by the following:

· bank holding company· national bank· state member bank of the Federal Reserve System· state non-member bank· savings bank or association· credit union· or foreign bank

Effective Date:

Business Address:

Description: OWNS ALL OF THE ORDINARY SHARE CAPITAL OF BARCLAYS BANK PLC

BARCLAYS PLC is a Bank Holding Company and controls the firm.

01/01/2011


Effective Date:

Business Address:

Description: 100% OWNER OF BARCLAYS GROUP US INC.

BARCLAYS BANK PLC is a Foreign Bank and controls the firm.

12/31/1994







Disclosure Events

All firms registered to sell securities or provide investment advice are required to disclose regulatory actions, criminal orcivil judicial proceedings, and certain financial matters in which the firm or one of its control affiliates has been involved.For your convenience, below is a matrix of the number and status of disclosure events involving this brokerage firm orone of its control affiliates. Further information regarding these events can be found in the subsequent pages of thisreport.

Final On AppealPending

Regulatory Event 0 90 0

Civil Event 0 2 0






Disclosure Event Details

What you should know about reported disclosure events:

1. BrokerCheck provides details for any disclosure event that was reported in CRD. It also includessummary information regarding FINRA arbitration awards in cases where the brokerage firm wasnamed as a respondent.

2. Certain thresholds must be met before an event is reported to CRD, for example: o A law enforcement agency must file formal charges before a brokerage firm is required to disclose a

particular criminal event.3. Disclosure events in BrokerCheck reports come from different sources:

o Disclosure events for this brokerage firm were reported by the firm and/or regulators. When the firmand a regulator report information for the same event, both versions of the event will appear in theBrokerCheck report. The different versions will be separated by a solid line with the reporting sourcelabeled.

4. There are different statuses and dispositions for disclosure events: o A disclosure event may have a status of pending, on appeal, or final.

§ A "pending" event involves allegations that have not been proven or formally adjudicated.§ An event that is "on appeal" involves allegations that have been adjudicated but are currently

being appealed.§ A "final" event has been concluded and its resolution is not subject to change.

o A final event generally has a disposition of adjudicated, settled or otherwise resolved.§ An "adjudicated" matter includes a disposition by (1) a court of law in a criminal or civil matter,

or (2) an administrative panel in an action brought by a regulator that is contested by the partycharged with some alleged wrongdoing.

§ A "settled" matter generally involves an agreement by the parties to resolve the matter.Please note that firms may choose to settle customer disputes or regulatory matters forbusiness or other reasons.

§ A "resolved" matter usually involves no payment to the customer and no finding ofwrongdoing on the part of the individual broker. Such matters generally involve customerdisputes.

5. You may wish to contact the brokerage firm to obtain further information regarding any of thedisclosure events contained in this BrokerCheck report.

Regulatory - Final

This type of disclosure event involves (1) a final, formal proceeding initiated by a regulatory authority (e.g., a statesecurities agency, self-regulatory organization, federal regulator such as the U.S. Securities and Exchange Commission,foreign financial regulatory body) for a violation of investment-related rules or regulations; or (2) a revocation orsuspension of the authority of a brokerage firm or its control affiliate to act as an attorney, accountant or federalcontractor.

Disclosure 1 of 90

Reporting Source: Regulator

Allegations: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BARCLAYS CAPITALINC. ("BARCLAYS" OR THE "FIRM") CONSENTED TO THE SANCTIONS ANDTO THE ENTRY OF FINDINGS THAT IT FAILED TO OBTAIN AGREEMENT OFITS CUSTOMER BEFORE BUSTING AND ADJUSTING A TRADE ANDADJUSTING TRADES IN A MANNER THAT CIRCUMVENTS OTHEREXCHANGE RULES. THE FINDINGS STATED THAT THE FIRM INSTRUCTED AFLOOR BROKER TO BUST AND ADJUST CERTAIN OPTIONS SERIES TRADEWITHOUT THE CONSENT OF THE FIRM'S CUSTOMER AND IN A MANNER,WHICH CIRCUMVENTS OTHER EXCHANGE RULES. AT NO TIME DURINGTHE PROCESS DID BARCLAYS OBTAIN THE AGREEMENT OF ITSCUSTOMER TO BUST AND ADJUST THE OPTIONS SERIES TRADE. THEFINDINGS ALSO STATED THAT BARCLAYS FAILED TO MAINTAIN COMPLETEAND ACCURATE RECORDS OF ORDER CANCELLATIONS ANDADJUSTMENTS, THE REASONS FOR ANY SUCH ADJUSTMENT, WHODIRECTED THE ADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENTHAD BEEN OBTAINED. THEREFORE, BARCLAYS FAILED TO CREATE ANDMAINTAIN ADEQUATE BOOKS AND RECORDS. THE FINDINGS ALSOINCLUDED THAT BARCLAYS FAILED TO HAVE SUPERVISORY SYSTEMS ORWSPS IN PLACE REASONABLY DESIGNED TO ENSURE COMPLIANCE WITHAPPLICABLE RULES. SPECIFICALLY, BARCLAYS FAILED TO IMPLEMENT ASYSTEM TO ASCERTAIN WHETHER THE FIRM HAD THE AGREEMENT OF ITSCUSTOMER PRIOR TO BUSTING AND ADJUSTING A TRADE; FAILED TOIMPLEMENT A SYSTEM CONCERNING THE DOCUMENTATION OF THATAGREEMENT; AND FAILED TO ADDRESS THE PROHIBITION ON BUSTINGAND ADJUSTING TRADES IN A MANNER THAT CIRCUMVENTS OTHEREXCHANGE RULES. BARCLAYS FAILED TO IMPLEMENT A SYSTEM TOASCERTAIN WHETHER THE BUSTING AND ADJUSTING OF ANY TRADEWOULD RESULT IN HARM TO ITS CUSTOMER, AND FAILED TO IMPLEMENTAN ADEQUATE SYSTEM OF POST-TRADE REVIEW TO ADDRESS ANYPOTENTIAL VIOLATIONS. BARCLAYS FAILED TO IMPLEMENT A SYSTEMTHAT CONSISTENTLY CAPTURED COMPLETE AND ACCURATE RECORDSCONCERNING THE CANCELLATION OR ADJUSTMENT OF ORDERS, AS WELLAS THE REASONS FOR ANY SUCH ADJUSTMENT, WHO DIRECTED THEADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENT HAD BEENOBTAINED.

Current Status: Final






Initiated By: NYSE ARCA, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 12/12/2018

Docket/Case Number: 2017-05-00011

Principal Product Type: Options

Other Product Type(s):

Allegations: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BARCLAYS CAPITALINC. ("BARCLAYS" OR THE "FIRM") CONSENTED TO THE SANCTIONS ANDTO THE ENTRY OF FINDINGS THAT IT FAILED TO OBTAIN AGREEMENT OFITS CUSTOMER BEFORE BUSTING AND ADJUSTING A TRADE ANDADJUSTING TRADES IN A MANNER THAT CIRCUMVENTS OTHEREXCHANGE RULES. THE FINDINGS STATED THAT THE FIRM INSTRUCTED AFLOOR BROKER TO BUST AND ADJUST CERTAIN OPTIONS SERIES TRADEWITHOUT THE CONSENT OF THE FIRM'S CUSTOMER AND IN A MANNER,WHICH CIRCUMVENTS OTHER EXCHANGE RULES. AT NO TIME DURINGTHE PROCESS DID BARCLAYS OBTAIN THE AGREEMENT OF ITSCUSTOMER TO BUST AND ADJUST THE OPTIONS SERIES TRADE. THEFINDINGS ALSO STATED THAT BARCLAYS FAILED TO MAINTAIN COMPLETEAND ACCURATE RECORDS OF ORDER CANCELLATIONS ANDADJUSTMENTS, THE REASONS FOR ANY SUCH ADJUSTMENT, WHODIRECTED THE ADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENTHAD BEEN OBTAINED. THEREFORE, BARCLAYS FAILED TO CREATE ANDMAINTAIN ADEQUATE BOOKS AND RECORDS. THE FINDINGS ALSOINCLUDED THAT BARCLAYS FAILED TO HAVE SUPERVISORY SYSTEMS ORWSPS IN PLACE REASONABLY DESIGNED TO ENSURE COMPLIANCE WITHAPPLICABLE RULES. SPECIFICALLY, BARCLAYS FAILED TO IMPLEMENT ASYSTEM TO ASCERTAIN WHETHER THE FIRM HAD THE AGREEMENT OF ITSCUSTOMER PRIOR TO BUSTING AND ADJUSTING A TRADE; FAILED TOIMPLEMENT A SYSTEM CONCERNING THE DOCUMENTATION OF THATAGREEMENT; AND FAILED TO ADDRESS THE PROHIBITION ON BUSTINGAND ADJUSTING TRADES IN A MANNER THAT CIRCUMVENTS OTHEREXCHANGE RULES. BARCLAYS FAILED TO IMPLEMENT A SYSTEM TOASCERTAIN WHETHER THE BUSTING AND ADJUSTING OF ANY TRADEWOULD RESULT IN HARM TO ITS CUSTOMER, AND FAILED TO IMPLEMENTAN ADEQUATE SYSTEM OF POST-TRADE REVIEW TO ADDRESS ANYPOTENTIAL VIOLATIONS. BARCLAYS FAILED TO IMPLEMENT A SYSTEMTHAT CONSISTENTLY CAPTURED COMPLETE AND ACCURATE RECORDSCONCERNING THE CANCELLATION OR ADJUSTMENT OF ORDERS, AS WELLAS THE REASONS FOR ANY SUCH ADJUSTMENT, WHO DIRECTED THEADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENT HAD BEENOBTAINED.







Resolution Date: 12/12/2018

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: THE FIRM WAS CENSURED AND FINED $275,000.BARCLAYS FURTHER AGREES TO UNDERTAKE TO DEVELOP ANDIMPLEMENT CONTROLS AND PROCEDURES REASONABLY DESIGNED TOADDRESS THE DEFICIENCIES DESCRIBED IN THE OFFER OF SETTLEMENT.

Regulator Statement BARCLAYS CAPITAL INC. VIOLATED: (I) NYSE ARCA OPTIONS RULE 6.77A,BY FAILING TO OBTAIN AGREEMENT OF ITS CUSTOMER BEFORE BUSTINGAND ADJUSTING A TRADE AND ADJUSTING TRADES IN A MANNER THATCIRCUMVENTS OTHER EXCHANGE RULES; (II) NYSE ARCA OPTIONS RULE11.1 BY BUSTING A TRADE THAT RESULTED IN AN INFERIOR PRICE FOR ITSCUSTOMER; (III) NYSE ARCA OPTIONS RULES 6.68 AND 9.17 AND NYSEARCA RULES 2.28 AND 11.16, BY FAILING TO CREATE, MAINTAIN, ANDPRESERVE ACCURATE RECORDS OF ADJUSTMENTS TO CUSTOMERORDERS AND DOCUMENTATION OF CUSTOMER INSTRUCTION AND/ORAGREEMENT TO MODIFY TRADES PURSUANT TO RULE 6.77A; AND (IV)NYSE ARCA OPTIONS RULE 11.18, BY FAILING TO ESTABLISH ANDMAINTAIN ADEQUATE SUPERVISORY SYSTEMS AND WRITTENPROCEDURES REASONABLY DESIGNED TO ENSURE COMPLIANCE WITHNYSE ARCA OPTIONS RULES.

IN CONNECTION WITH NYSE REGULATION'S INVESTIGATION, BARCLAYSOFFERED ITS CUSTOMER RESTITUTION FOR $768, AND IT WILL CONTINUETO DEVELOP AND IMPLEMENT WSPS CONCERNING NYSE ARCA RULE6.77A-O.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $275,000.00

Decision & Order of Offer of Settlement

iReporting Source: Firm

Allegations: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BARCLAYS CAPITALINC. ("BARCLAYS" OR THE "FIRM") CONSENTED TO THE SANCTIONS ANDTO THE ENTRY OF FINDINGS THAT IT FAILED TO OBTAIN AGREEMENT OFITS CUSTOMER BEFORE BUSTING AND ADJUSTING A TRADE ON OCTOBER14, 2016 AND ADJUSTING THE TRADE IN A MANNER THAT CIRCUMVENTSOTHER EXCHANGE RULES. THE FINDINGS STATED THAT THE FIRMINSTRUCTED A FLOOR BROKER TO BUST AND ADJUST CERTAIN OPTIONSSERIES TRADE WITHOUT THE CONSENT OF THE FIRM'S CUSTOMER ANDIN A MANNER, WHICH CIRCUMVENTS OTHER EXCHANGE RULES. AT NOTIME DURING THE PROCESS DID BARCLAYS OBTAIN THE AGREEMENT OFITS CUSTOMER TO BUST AND ADJUST THE OPTIONS SERIES TRADE. THEFINDINGS ALSO STATED THAT BARCLAYS FAILED TO MAINTAIN COMPLETEAND ACCURATE RECORDS OF ORDER CANCELLATIONS ANDADJUSTMENTS, THE REASONS FOR ANY SUCH ADJUSTMENT, WHODIRECTED THE ADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENTHAD BEEN OBTAINED. THEREFORE, BARCLAYS FAILED TO CREATE ANDMAINTAIN ADEQUATE BOOKS AND RECORDS. THE FINDINGS ALSOINCLUDED THAT BARCLAYS FAILED TO HAVE SUPERVISORY SYSTEMS ORWSPS IN PLACE REASONABLY DESIGNED TO ENSURE COMPLIANCE WITHAPPLICABLE RULES. SPECIFICALLY, BARCLAYS FAILED TO IMPLEMENT ASYSTEM TO ASCERTAIN WHETHER THE FIRM HAD THE AGREEMENT OF ITSCUSTOMER PRIOR TO BUSTING AND ADJUSTING A TRADE; FAILED TOIMPLEMENT A SYSTEM CONCERNING THE DOCUMENTATION OF THATAGREEMENT; AND FAILED TO ADDRESS THE PROHIBITION ON BUSTINGAND ADJUSTING TRADES IN A MANNER THAT CIRCUMVENTS OTHEREXCHANGE RULES. BARCLAYS FAILED TO IMPLEMENT A SYSTEM TOASCERTAIN WHETHER THE BUSTING AND ADJUSTING OF ANY TRADEWOULD RESULT IN HARM TO ITS CUSTOMER, AND FAILED TO IMPLEMENTAN ADEQUATE SYSTEM OF POST-TRADE REVIEW TO ADDRESS ANYPOTENTIAL VIOLATIONS. BARCLAYS FAILED TO IMPLEMENT A SYSTEMTHAT CONSISTENTLY CAPTURED COMPLETE AND ACCURATE RECORDSCONCERNING THE CANCELLATION OR ADJUSTMENT OF ORDERS, AS WELLAS THE REASONS FOR ANY SUCH ADJUSTMENT, WHO DIRECTED THEADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENT HAD BEENOBTAINED.







Initiated By: NYSE ARCA, INC







Allegations: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BARCLAYS CAPITALINC. ("BARCLAYS" OR THE "FIRM") CONSENTED TO THE SANCTIONS ANDTO THE ENTRY OF FINDINGS THAT IT FAILED TO OBTAIN AGREEMENT OFITS CUSTOMER BEFORE BUSTING AND ADJUSTING A TRADE ON OCTOBER14, 2016 AND ADJUSTING THE TRADE IN A MANNER THAT CIRCUMVENTSOTHER EXCHANGE RULES. THE FINDINGS STATED THAT THE FIRMINSTRUCTED A FLOOR BROKER TO BUST AND ADJUST CERTAIN OPTIONSSERIES TRADE WITHOUT THE CONSENT OF THE FIRM'S CUSTOMER ANDIN A MANNER, WHICH CIRCUMVENTS OTHER EXCHANGE RULES. AT NOTIME DURING THE PROCESS DID BARCLAYS OBTAIN THE AGREEMENT OFITS CUSTOMER TO BUST AND ADJUST THE OPTIONS SERIES TRADE. THEFINDINGS ALSO STATED THAT BARCLAYS FAILED TO MAINTAIN COMPLETEAND ACCURATE RECORDS OF ORDER CANCELLATIONS ANDADJUSTMENTS, THE REASONS FOR ANY SUCH ADJUSTMENT, WHODIRECTED THE ADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENTHAD BEEN OBTAINED. THEREFORE, BARCLAYS FAILED TO CREATE ANDMAINTAIN ADEQUATE BOOKS AND RECORDS. THE FINDINGS ALSOINCLUDED THAT BARCLAYS FAILED TO HAVE SUPERVISORY SYSTEMS ORWSPS IN PLACE REASONABLY DESIGNED TO ENSURE COMPLIANCE WITHAPPLICABLE RULES. SPECIFICALLY, BARCLAYS FAILED TO IMPLEMENT ASYSTEM TO ASCERTAIN WHETHER THE FIRM HAD THE AGREEMENT OF ITSCUSTOMER PRIOR TO BUSTING AND ADJUSTING A TRADE; FAILED TOIMPLEMENT A SYSTEM CONCERNING THE DOCUMENTATION OF THATAGREEMENT; AND FAILED TO ADDRESS THE PROHIBITION ON BUSTINGAND ADJUSTING TRADES IN A MANNER THAT CIRCUMVENTS OTHEREXCHANGE RULES. BARCLAYS FAILED TO IMPLEMENT A SYSTEM TOASCERTAIN WHETHER THE BUSTING AND ADJUSTING OF ANY TRADEWOULD RESULT IN HARM TO ITS CUSTOMER, AND FAILED TO IMPLEMENTAN ADEQUATE SYSTEM OF POST-TRADE REVIEW TO ADDRESS ANYPOTENTIAL VIOLATIONS. BARCLAYS FAILED TO IMPLEMENT A SYSTEMTHAT CONSISTENTLY CAPTURED COMPLETE AND ACCURATE RECORDSCONCERNING THE CANCELLATION OR ADJUSTMENT OF ORDERS, AS WELLAS THE REASONS FOR ANY SUCH ADJUSTMENT, WHO DIRECTED THEADJUSTMENT, AND/OR WHETHER CUSTOMER AGREEMENT HAD BEENOBTAINED.








Resolution:

Other Sanctions Ordered:

Sanction Details: THE FIRM WAS CENSURED AND FINED $275,000. BARCLAYS FURTHERAGREES TO UNDERTAKE TO DEVELOP AND IMPLEMENT CONTROLS ANDPROCEDURES REASONABLY DESIGNED TO ADDRESS THE DEFICIENCIESWITHIN 90 DAYS OF THIS DECISION.



Disclosure 2 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BARCLAYS CAPITALINC. ("BARCLAYS" OR THE "FIRM") CONSENTED TO THE SANCTIONS ANDTO THE ENTRY OF FINDINGS THAT IT EFFECTED EQUITY TRANSACTIONSAFTER GAINING KNOWLEDGE OF UNDISCLOSED TERMS AND CONDITIONSOF ORDERS IN RELATED OPTION SERIES.THE FINDINGS STATED THAT UNDER NYSE ARCA OPTIONS RULE 11.18(B),FIRMS MUST HAVE SUPERVISORY SYSTEMS IN PLACE THAT ARE "REASONABLY DESIGNED TO ENSURE COMPLIANCE WITH APPLICABLEFEDERAL SECURITIES LAWS AND REGULATIONS AND NYSE ARCA RULES."THE FIRM DID HAVE DAILY SURVEILLANCES IN PLACE TO MONITOR FORANTICIPATORY HEDGING OR FRONT RUNNING OF CLIENT ORDERS,INCLUDING ON THE FLOW VOLATILITY DESK, WHERE THE FIRM'S TRADERWORKED. HOWEVER, THESE SURVEILLANCES DID NOT REVIEW ANYSHORT SALE ORDERS, SUCH AS THE XYZ EQUITIES SALE ON MARCH 2,2015, UNTIL APRIL 2017.










Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $70,000.

Regulator Statement BARCLAYS CAPITAL INC. VIOLATED: (I) NYSE ARCA OPTIONS RULE 6.49(B),BY EFFECTING EQUITY TRANSACTIONS AFTER GAINING KNOWLEDGE OFUNDISCLOSED TERMS AND CONDITIONS OF ORDERS IN RELATED OPTIONSERIES; AND (II) NYSE ARCA OPTIONS RULE 11.18(B), BY FAILING TOESTABLISH AND MAINTAIN ADEQUATE SUPERVISORY SYSTEMS THATWERE REASONABLY DESIGNED TO ENSURE COMPLIANCE WITH RULE 6.49(B).


No




Allegations: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BARCLAYS CAPITALINC. ("BARCLAYS" OR THE "FIRM") CONSENTED TO THE SANCTIONS ANDTO THE ENTRY OF FINDINGS THAT IT EFFECTED EQUITY TRANSACTIONSAFTER GAINING KNOWLEDGE OF UNDISCLOSED TERMS AND CONDITIONSOF ORDERS IN RELATED OPTION SERIES. THE FINDINGS STATED THATUNDER NYSE ARCA OPTIONS RULE 11.18(B), FIRMS MUST HAVESUPERVISORY SYSTEMS IN PLACE THAT ARE "REASONABLY DESIGNED TOENSURE COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWSAND REGULATIONS AND NYSE ARCA RULES." THE FIRM DID HAVE DAILYSURVEILLANCES IN PLACE TO MONITOR FOR ANTICIPATORY HEDGING ORFRONT RUNNING OF CLIENT ORDERS, INCLUDING ON THE FLOWVOLATILITY DESK, WHERE THE FIRM'S TRADER WORKED. HOWEVER,THESE SURVEILLANCES DID NOT REVIEW ANY SHORT SALE ORDERSBETWEEN ON MARCH 2, 2015, UNTIL APRIL 2017.







Initiated By: NYSE ARCA, INC







WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BARCLAYS CAPITALINC. ("BARCLAYS" OR THE "FIRM") CONSENTED TO THE SANCTIONS ANDTO THE ENTRY OF FINDINGS THAT IT EFFECTED EQUITY TRANSACTIONSAFTER GAINING KNOWLEDGE OF UNDISCLOSED TERMS AND CONDITIONSOF ORDERS IN RELATED OPTION SERIES. THE FINDINGS STATED THATUNDER NYSE ARCA OPTIONS RULE 11.18(B), FIRMS MUST HAVESUPERVISORY SYSTEMS IN PLACE THAT ARE "REASONABLY DESIGNED TOENSURE COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWSAND REGULATIONS AND NYSE ARCA RULES." THE FIRM DID HAVE DAILYSURVEILLANCES IN PLACE TO MONITOR FOR ANTICIPATORY HEDGING ORFRONT RUNNING OF CLIENT ORDERS, INCLUDING ON THE FLOWVOLATILITY DESK, WHERE THE FIRM'S TRADER WORKED. HOWEVER,THESE SURVEILLANCES DID NOT REVIEW ANY SHORT SALE ORDERSBETWEEN ON MARCH 2, 2015, UNTIL APRIL 2017.


Resolution:





Disclosure 3 of 90

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Initiated By: MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT AND INACCURATELY REPORTED POSITONS TO THE LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM IN THOUSANDS OFINSTANCES.

THE FINDINGS STATED THAT THE FIRM FAILED TO ESTABLISH ANDMAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING A SYSTEMOF FOLLOW-UP AND REVIEW THAT WAS REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE RULES GOVERNING THE REPORTING OFOPTIONS POSITIONS TO THE LOPR SYSTEM. IN ADDITION, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR.











Docket/Case Number: 2013036472003

Principal Product Type: Other

Other Product Type(s): OPTIONS, OVER-THE-COUNTER OPTIONS


Resolution:


Sanction Details: A LETTER OF CONSENT (LOC) WAS ISSUED IN WHICH THE FIRM WASCENSURED, FINED A TOTAL OF $400,000, OF WHICH $60,000 IS PAYABLE TOTHE EXCHANGE AND REQUIRED TO ADDRESS ITS LARGE OPTIONSPOSITIONS REPORTING (LOPR) SYSTEM DEFICIENCIES AND TO ENSURETHAT IT HAS IMPLEMENTED CONTROLS AND PROCEDURES THAT AREREASONABLY DESIGNED TO ACHIEVE COMPLIANCE. THE BALANCE OFTHE SANCTION WILL HE PAID TO OTHER SELF-REGULATORYORGANIZATIONS.


No


Other


Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT AND INACCURATELY REPORTED POSITONS TO THE LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM IN THOUSANDS OFINSTANCES. THE FINDINGS STATED THAT THE FIRM FAILED TO ESTABLISHAND MAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING ASYSTEM OF FOLLOW-UP AND REVIEW THAT WAS REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH THE RULES GOVERNING THE REPORTINGOF OPTIONS POSITIONS TO THE LOPR SYSTEM. IN ADDITION, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR.














WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT AND INACCURATELY REPORTED POSITONS TO THE LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM IN THOUSANDS OFINSTANCES. THE FINDINGS STATED THAT THE FIRM FAILED TO ESTABLISHAND MAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING ASYSTEM OF FOLLOW-UP AND REVIEW THAT WAS REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH THE RULES GOVERNING THE REPORTINGOF OPTIONS POSITIONS TO THE LOPR SYSTEM. IN ADDITION, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED THE AMOUNT OF $400,000, OF WHICH$60,000 IS PAYABLE TO MIAMI INTERNATIONAL SECURITIES EXCHANGE,LLC.


Acceptance, Waiver & Consent(AWC)

Disclosure 4 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT AND INACCURATELY REPORTED POSITONS TO THE LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM IN THOUSANDS OFINSTANCES.

THE FINDINGS STATED THAT THE FIRM FAILED TO REPORT OPTIONSPOSITIONS TO THE LOPR WAS DUE TO A FAILURE TO AGGREGATEPOSITIONS FOR ACTING-IN-CONCERT PURPOSES IN CERTAIN NON-U.S.AND HEDGE FUND ACCOUNTS.

THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH ANDMAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING A SYSTEMOF FOLLOW-UP AND REVIEW THAT WAS REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE RULES GOVERNING THE REPORTING OFOPTIONS POSITIONS TO THE LOPR SYSTEM. IN ADDITION, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR. THE FIRM'S PROCEDURES,INCLUDING ITS WSPS, FAILED TO ADEQUATELY ESTABLISH A REVIEW TOENSURE THAT ACCOUNTS ACTING IN CONCERT WOULD BE ACCURATELYREPORTED. WHILE THE FIRM'S REVIEW VERIFIED THAT ACCOUNTSALREADY IDENTIFIED AS ACTING IN CONCERT WERE BEING REPORTED ASSUCH, THERE WAS NO INITIAL REVIEW TO ENSURE THAT IN-CONCERTACCOUNTS WERE PROPERLY IDENTIFIED.







Initiated By: CBOE BZX EXCHANGE, INC.







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT AND INACCURATELY REPORTED POSITONS TO THE LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM IN THOUSANDS OFINSTANCES.

THE FINDINGS STATED THAT THE FIRM FAILED TO REPORT OPTIONSPOSITIONS TO THE LOPR WAS DUE TO A FAILURE TO AGGREGATEPOSITIONS FOR ACTING-IN-CONCERT PURPOSES IN CERTAIN NON-U.S.AND HEDGE FUND ACCOUNTS.

THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH ANDMAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING A SYSTEMOF FOLLOW-UP AND REVIEW THAT WAS REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE RULES GOVERNING THE REPORTING OFOPTIONS POSITIONS TO THE LOPR SYSTEM. IN ADDITION, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR. THE FIRM'S PROCEDURES,INCLUDING ITS WSPS, FAILED TO ADEQUATELY ESTABLISH A REVIEW TOENSURE THAT ACCOUNTS ACTING IN CONCERT WOULD BE ACCURATELYREPORTED. WHILE THE FIRM'S REVIEW VERIFIED THAT ACCOUNTSALREADY IDENTIFIED AS ACTING IN CONCERT WERE BEING REPORTED ASSUCH, THERE WAS NO INITIAL REVIEW TO ENSURE THAT IN-CONCERTACCOUNTS WERE PROPERLY IDENTIFIED.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED A TOTAL OF $400,000, OF WHICH $90,000IS PAYABLE TO THE EXCHANGE AND REQUIRED TO ADDRESS ITS LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM DEFICIENCIES AND TOENSURE THAT IT HAS IMPLEMENTED CONTROLS AND PROCEDURES THATARE REASONABLY DESIGNED TO ACHIEVE COMPLIANCE. THE BALANCEOF THE SANCTION WILL HE PAID TO OTHER SELF-REGULATORYORGANIZATIONS.

THE DECISION IN THIS MATTER IS FINAL 20 BUSINESS DAYS AFTER THEISSUANCE OF THE DECISION. THEREFORE, THIS AWC BECAME FINAL JUNE7, 2018.


No








THE FIRM WAS CENSURED, FINED A TOTAL OF $400,000, OF WHICH $90,000IS PAYABLE TO THE EXCHANGE AND REQUIRED TO ADDRESS ITS LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM DEFICIENCIES AND TOENSURE THAT IT HAS IMPLEMENTED CONTROLS AND PROCEDURES THATARE REASONABLY DESIGNED TO ACHIEVE COMPLIANCE. THE BALANCEOF THE SANCTION WILL HE PAID TO OTHER SELF-REGULATORYORGANIZATIONS.

THE DECISION IN THIS MATTER IS FINAL 20 BUSINESS DAYS AFTER THEISSUANCE OF THE DECISION. THEREFORE, THIS AWC BECAME FINAL JUNE7, 2018.

Regulator Statement CASE NO. 20130364720 (INCLUDES 20140423662)ACCEPTANCE OF THE AWC IS CONDITIONED UPON ACCEPTANCE OFPARALLEL SETTLEMENT AGREEMENTS IN RELATED MATTERS BETWEENTHE FIRM AND EACH OF' THE FOLLOWING SELF-REGULATORYORGANIZATIONS: FINRA AND MIAMI INTERNATIONAL SECURITIESEXCHANGE, LLC.


Initiated By: CBOE BZX EXCHANGE, INC.


Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURINGFEBRUARY 16, 2010 - DECEMBER 31, 2013 IT FAILED TO REPORT ANDINACCURATELY REPORTED POSITONS TO THE LARGE OPTIONSPOSITIONS REPORTING (LOPR) SYSTEM IN THOUSANDS OF INSTANCESDUE TO A FAILURE TO AGGREGATE POSITIONS FOR ACTING-IN-CONCERTPURPOSES IN CERTAIN NON-U.S. AND HEDGE FUND ACCOUNTS. THEFINDINGS ALSO STATED THAT THROUGH NOVEMBER 2017 THE FIRMFAILED TO ESTABLISH AND MAINTAIN AN ADEQUATE SUPERVISORYSYSTEM, INCLUDING A SYSTEM OF FOLLOW-UP AND REVIEW THAT WASREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE RULESGOVERNING THE REPORTING OF OPTIONS POSITIONS TO THE LOPRSYSTEM. IN ADDITION, THE FIRM'S SUPERVISORY SYSTEM DID NOTINCLUDE SUFFICIENT WRITTEN SUPERVISORY PROCEDURES (WSPS) TOENSURE THE PROPER REPORTING OF POSITIONS TO THE LOPR ANDFAILED TO ADEQUATELY ESTABLISH A REVIEW TO ENSURE THATACCOUNTS ACTING IN CONCERT WOULD BE ACCURATELY REPORTED.WHILE THE FIRM'S REVIEW VERIFIED THAT ACCOUNTS ALREADYIDENTIFIED AS ACTING IN CONCERT WERE BEING REPORTED AS SUCH,THERE WAS NO INITIAL REVIEW TO ENSURE THAT IN-CONCERTACCOUNTS WERE PROPERLY IDENTIFIED.














Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED A TOTAL OF $400,000, OF WHICH $90,000IS PAYABLE TO THE EXCHANGE.



Disclosure 5 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT EFFECTEDOPENING TRANSACTIONS FOR THE ACCOUNTS OF CUSTOMERS THATEXCEEDED THE APPLICABLE POSITION LIMITS FOR OVER-THE-COUNTERPOSITIONS IN SECURITIES.THE FINDINGS STATED THAT WHILE THE FIRM SUBMITTED TO FINRA AWRITTEN REQUEST TO INCREASE THE POSITION LIMITS FOR THEREFERENCED POSITIONS, IT FAILED TO DO SO WITHIN THE REQUIREDTIME. THE FIRM REPORTED POSITIONS TO THE LOPR WITH TRUNCATEDSTREET ADDRESSES OR TRUNCATED STREET ADDRESSES AND MISSINGTAX IDENTIFICATION NUMBERS, IN APPROXIMATELY 2.4 MILLIONINSTANCES. BECAUSE THE FIRM REPORTED ALL OF THESE POSITIONS TOTHE LOPR AND THESE INACCURACIES DID NOT ALTER THE POSITIONDATA, THE ACCOUNTS WERE ABLE TO BE IDENTIFIED FOR SURVEILLANCEPURPOSES. THE FIRM UNDER-REPORTED OVER-THE-COUNTER OPTIONSPOSITIONS. THE FIRM FAILED TO REPORT AND FAILED TO ACCURATELYREPORT OPTIONS POSITIONS TO THE LOPR DUE TO A FAILURE TOAGGREGATE POSITIONS FOR ACTING IN CONCERT PURPOSES IN CERTAINNON-U.S. AND HEDGE FUND ACCOUNTS. THE FIRM FAILED TO REPORTOVER-THE-COUNTER OPTIONS POSITIONS TO THE LOPR FOR POSITIONSINVOLVING REJECTED RECORDS THAT WERE NOT RESUBMITTED TO THELOPR. THE FIRM FAILED TO REPORT TO THE LOPR A CUSTOMER'S LONGPOSITION FOR POSITIONS IN NUMEROUS INSTANCES. THE FIRM OVER-REPORTED INTRADAY POSITIONS TO THE LOPR IN SYMBOLS IN ANUNKNOWN NUMBER OF INSTANCES INVOLVING CUSTOMERS' ACCOUNTSDUE TO AN INTERNAL SYSTEM ERROR AT THE FIRM, WHICH MISTAKENLYMULTIPLIED CERTAIN POSITIONS BY 100. THE FIRM OVER-REPORTEDPOSITIONS TO THE LOPR IN SYMBOLS FOR AN UNKNOWN NUMBER OFINSTANCES.THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH ANDMAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING A SYSTEMOF FOLLOW-UP AND REVIEW THAT WAS REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE RULES GOVERNING THE REPORTING OFOPTIONS POSITIONS TO THE LOPR SYSTEM. IN ADDITION, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR. THE FIRM'S PROCEDURES,INCLUDING ITS WSPS, FAILED TO ADEQUATELY ESTABLISH A REVIEW TOENSURE THAT ACCOUNTS ACTING IN CONCERT WOULD BE ACCURATELYREPORTED. WHILE THE FIRM'S REVIEW VERIFIED THAT ACCOUNTSALREADY IDENTIFIED AS ACTING IN CONCERT WERE BEING REPORTED ASSUCH, THERE WAS NO INITIAL REVIEW TO ENSURE THAT IN-CONCERTACCOUNTS WERE PROPERLY IDENTIFIED.







Initiated By: FINRA






Other Product Type(s): OVER-THE-COUNTER OPTIONS

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT EFFECTEDOPENING TRANSACTIONS FOR THE ACCOUNTS OF CUSTOMERS THATEXCEEDED THE APPLICABLE POSITION LIMITS FOR OVER-THE-COUNTERPOSITIONS IN SECURITIES.THE FINDINGS STATED THAT WHILE THE FIRM SUBMITTED TO FINRA AWRITTEN REQUEST TO INCREASE THE POSITION LIMITS FOR THEREFERENCED POSITIONS, IT FAILED TO DO SO WITHIN THE REQUIREDTIME. THE FIRM REPORTED POSITIONS TO THE LOPR WITH TRUNCATEDSTREET ADDRESSES OR TRUNCATED STREET ADDRESSES AND MISSINGTAX IDENTIFICATION NUMBERS, IN APPROXIMATELY 2.4 MILLIONINSTANCES. BECAUSE THE FIRM REPORTED ALL OF THESE POSITIONS TOTHE LOPR AND THESE INACCURACIES DID NOT ALTER THE POSITIONDATA, THE ACCOUNTS WERE ABLE TO BE IDENTIFIED FOR SURVEILLANCEPURPOSES. THE FIRM UNDER-REPORTED OVER-THE-COUNTER OPTIONSPOSITIONS. THE FIRM FAILED TO REPORT AND FAILED TO ACCURATELYREPORT OPTIONS POSITIONS TO THE LOPR DUE TO A FAILURE TOAGGREGATE POSITIONS FOR ACTING IN CONCERT PURPOSES IN CERTAINNON-U.S. AND HEDGE FUND ACCOUNTS. THE FIRM FAILED TO REPORTOVER-THE-COUNTER OPTIONS POSITIONS TO THE LOPR FOR POSITIONSINVOLVING REJECTED RECORDS THAT WERE NOT RESUBMITTED TO THELOPR. THE FIRM FAILED TO REPORT TO THE LOPR A CUSTOMER'S LONGPOSITION FOR POSITIONS IN NUMEROUS INSTANCES. THE FIRM OVER-REPORTED INTRADAY POSITIONS TO THE LOPR IN SYMBOLS IN ANUNKNOWN NUMBER OF INSTANCES INVOLVING CUSTOMERS' ACCOUNTSDUE TO AN INTERNAL SYSTEM ERROR AT THE FIRM, WHICH MISTAKENLYMULTIPLIED CERTAIN POSITIONS BY 100. THE FIRM OVER-REPORTEDPOSITIONS TO THE LOPR IN SYMBOLS FOR AN UNKNOWN NUMBER OFINSTANCES.THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH ANDMAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING A SYSTEMOF FOLLOW-UP AND REVIEW THAT WAS REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE RULES GOVERNING THE REPORTING OFOPTIONS POSITIONS TO THE LOPR SYSTEM. IN ADDITION, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR. THE FIRM'S PROCEDURES,INCLUDING ITS WSPS, FAILED TO ADEQUATELY ESTABLISH A REVIEW TOENSURE THAT ACCOUNTS ACTING IN CONCERT WOULD BE ACCURATELYREPORTED. WHILE THE FIRM'S REVIEW VERIFIED THAT ACCOUNTSALREADY IDENTIFIED AS ACTING IN CONCERT WERE BEING REPORTED ASSUCH, THERE WAS NO INITIAL REVIEW TO ENSURE THAT IN-CONCERTACCOUNTS WERE PROPERLY IDENTIFIED.


Resolution:


No






https://www.finra.org/rules-guidance/oversight-enforcement/finra-disciplinary-actions?search=2013036472001



Sanction Details: THE FIRM WAS CENSURED, FINED THE AMOUNT OF $400,000, OF WHICH$250,000 IS PAYABLE TO FINRA AND REQUIRED TO ADDRESS ITS LARGEOPTIONS POSITIONS REPORTING (LOPR) SYSTEM DEFICIENCIES AND TOENSURE THAT IT HAS IMPLEMENTED CONTROLS AND PROCEDURES THATARE REASONABLY DESIGNED TO ACHIEVE COMPLIANCE. THE BALANCEOF THE SANCTION WILL HE PAID TO OTHER SELF-REGULATORYORGANIZATIONS. FINES PAID IN FULL ON JUNE 2, 2018.

Regulator Statement CASE NO. 20130364720 (INCLUDES 20150472919)ACCEPTANCE OF THE AWC IS CONDITIONED UPON ACCEPTANCE OFPARALLEL SETTLEMENT AGREEMENTS IN RELATED MATTERS BETWEENTHE FIRM AND EACH OF' THE FOLLOWING SELF-REGULATORYORGANIZATIONS: CBOE BZX EXCHANGE, INC., AND MIAMI INTERNATIONALSECURITIES EXCHANGE, LLC.


No



Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT EFFECTEDOPENING TRANSACTIONS FOR THE ACCOUNTS OF CUSTOMERS THATEXCEEDED THE APPLICABLE POSITION LIMITS FOR OVER-THE-COUNTERPOSITIONS IN SECURITIES, THE FIRM REPORTED POSITIONS TO THE LOPRWITH TRUNCATED STREET ADDRESSES AND/OR MISSING TAXIDENTIFICATION NUMBERS IN APPROXIMATELY 2.4 MILLION INSTANCES,FAILED TO REPORT AND FAILED TO OR ACCURATELY REPORT OPTIONSPOSITIONS DUE TO A FAILURE TO AGGREGATE POSITIONS FOR ACTING INCONCERT PURPOSES IN CERTAIN NON-U.S. AND HEDGE FUNDACCOUNTS, FAILED TO REPORT OVER-THE-COUNTER OPTIONSPOSITIONS LOPR FOR POSITIONS INVOLVING REJECTED RECORDS,FAILED TO REPORT A CUSTOMER'S LONG POSITION FOR POSITIONS INNUMEROUS INSTANCES, THE FIRM OVER-REPORTED POSITIONS IN ANUNKNOWN NUMBER OF INSTANCES. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO ESTABLISH AND MAINTAIN AN ADEQUATESUPERVISORY SYSTEM, INCLUDING A SYSTEM OF FOLLOW-UP ANDREVIEW THAT WAS REASONABLY DESIGNED TO ACHIEVE COMPLIANCEWITH THE RULES GOVERNING THE REPORTING OF OPTIONS POSITIONSTO THE LOPR SYSTEM, DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR, AND FAILED TO ADEQUATELYESTABLISH A REVIEW TO ENSURE THAT ACCOUNTS ACTING IN CONCERTWOULD BE ACCURATELY REPORTED. WHILE THE FIRM'S REVIEW VERIFIEDTHAT ACCOUNTS ALREADY IDENTIFIED AS ACTING IN CONCERT WEREBEING REPORTED AS SUCH, THERE WAS NO INITIAL REVIEW TO ENSURETHAT IN-CONCERT ACCOUNTS WERE PROPERLY IDENTIFIED.







Initiated By: FINRA






Other Product Type(s): OVER-THE-COUNTER OPTIONS

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT EFFECTEDOPENING TRANSACTIONS FOR THE ACCOUNTS OF CUSTOMERS THATEXCEEDED THE APPLICABLE POSITION LIMITS FOR OVER-THE-COUNTERPOSITIONS IN SECURITIES, THE FIRM REPORTED POSITIONS TO THE LOPRWITH TRUNCATED STREET ADDRESSES AND/OR MISSING TAXIDENTIFICATION NUMBERS IN APPROXIMATELY 2.4 MILLION INSTANCES,FAILED TO REPORT AND FAILED TO OR ACCURATELY REPORT OPTIONSPOSITIONS DUE TO A FAILURE TO AGGREGATE POSITIONS FOR ACTING INCONCERT PURPOSES IN CERTAIN NON-U.S. AND HEDGE FUNDACCOUNTS, FAILED TO REPORT OVER-THE-COUNTER OPTIONSPOSITIONS LOPR FOR POSITIONS INVOLVING REJECTED RECORDS,FAILED TO REPORT A CUSTOMER'S LONG POSITION FOR POSITIONS INNUMEROUS INSTANCES, THE FIRM OVER-REPORTED POSITIONS IN ANUNKNOWN NUMBER OF INSTANCES. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO ESTABLISH AND MAINTAIN AN ADEQUATESUPERVISORY SYSTEM, INCLUDING A SYSTEM OF FOLLOW-UP ANDREVIEW THAT WAS REASONABLY DESIGNED TO ACHIEVE COMPLIANCEWITH THE RULES GOVERNING THE REPORTING OF OPTIONS POSITIONSTO THE LOPR SYSTEM, DID NOT INCLUDE SUFFICIENT WRITTENSUPERVISORY PROCEDURES (WSPS) TO ENSURE THE PROPERREPORTING OF POSITIONS TO THE LOPR, AND FAILED TO ADEQUATELYESTABLISH A REVIEW TO ENSURE THAT ACCOUNTS ACTING IN CONCERTWOULD BE ACCURATELY REPORTED. WHILE THE FIRM'S REVIEW VERIFIEDTHAT ACCOUNTS ALREADY IDENTIFIED AS ACTING IN CONCERT WEREBEING REPORTED AS SUCH, THERE WAS NO INITIAL REVIEW TO ENSURETHAT IN-CONCERT ACCOUNTS WERE PROPERLY IDENTIFIED.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED THE AMOUNT OF $400,000, OF WHICH$250,000 IS PAYABLE TO FINRA AND REQUIRED TO PROVIDE AREPRESENTATION THAT THE FIRM HAS REVISED ITS WSPS ANDIMPLEMENTED CHANGES TO CORRECT THE DEFICIENCIES DISCUSSED.



Disclosure 6 of 90

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Allegations: BARCLAYS TENDERED SHARES FOR THE PARTIAL TENDER OFFER IN HALIN EXCESS OF ITS NET LONG POSITION. IN ADDITION, BARCLAYS FAILEDTO ESTABLISH AND MAINTAIN WRITTEN SUPERVISORY PROCEDURES TOASSURE COMPLIANCE WITH RULE 14E-4, PROMULGATED UNDER THEEXCHANGE ACT. (VIOLATIONS OF RULES 4.2 AND 4.24; AND EXCHANGEACT RULE 14E-4)








Initiated By: CBOE EXCHANGE, INC.


Civil and Administrative Penalt(ies) /Fine(s)



Docket/Case Number: 17-0053/ 20150464122



BARCLAYS TENDERED SHARES FOR THE PARTIAL TENDER OFFER IN HALIN EXCESS OF ITS NET LONG POSITION. IN ADDITION, BARCLAYS FAILEDTO ESTABLISH AND MAINTAIN WRITTEN SUPERVISORY PROCEDURES TOASSURE COMPLIANCE WITH RULE 14E-4, PROMULGATED UNDER THEEXCHANGE ACT. (VIOLATIONS OF RULES 4.2 AND 4.24; AND EXCHANGEACT RULE 14E-4)


Resolution:

Other Sanctions Ordered: A $25,000 FINE, A CENSURE AND DISGORGEMENT IN THE AMOUNT OF$42,040.

Sanction Details: A $25,000 FINE, A CENSURE AND DISGORGEMENT IN THE AMOUNT OF$42,040.

Sanctions Ordered: CensureMonetary/Fine $25,000.00Disgorgement/Restitution

Consent


Initiated By: CBOE



Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRMVIOLATED CBOE RULE 4.2 AND 4.24 AND RULE 14E-4, PROMULGATEDUNDER THE SECURITIES EXCHANGE ACT OF 1934. BARCLAYS CAPITAL,INC. (FIRM) TENDERED SHARES IN 2013 FOR THE PARTIAL TENDER OFFERIN HALLIBURTON COMPANY IN EXCESSOF THE FIRM'S NET LONGPOSITION. THE FIRM FAILED TO ESTABLISH AND MAINTAIN WRITTENSUPERVISORY PROCEDURES FROM JULY 26, 2013 TO AUGUST 17, 2017 TOPREVENT AND DETECT VIOLATIOINS OF RULE 14E-4.








Disgorgement


CENSURE AND FINE





Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $25,000.00 AND DISGORGEMENT IN THEAMOUNT OF $42,040.00



Disclosure 7 of 90

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Allegations: ON APRIL 14, 2015 AND MAY 4, 2015, WHEN EXECUTING OUTBOUNDINTERMARKET SWEEP ORDERS (ISOS) ON THE NYSE ARCA EXCHANGEINC. (EXCHANGE), THE FIRM FAILED TO SEND ADDITIONAL ISOS TOPROTECTED QUOTES ON THREE SEPARATE EXCHANGES. THESEINSTANCES OCCURRED WHEN THE FIRM DID NOT RECEIVE DIRECT FEEDQUOTES FROM THE THREE EXCHANGES DUE TO SYSTEM ISSUES.DURING THE PERIOD BETWEEN JANUARY 1, 2015 AND SEPTEMBER 30,2015 (REVIEW PERIOD), THE FIRM FAILED TO TAKE REASONABLE STEPSTO ESTABLISH THAT ISOS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN SEC RULE 600(B)(30). DURING THE REVIEWPERIOD, THE FIRM FAILED TO ESTABLISH AND MAINTAIN A SUPERVISORYSYSTEM, INCLUDING WRITTEN SUPERVISORY PROCEDURES, THAT WASREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THEAPPLICABLE SECURITIES LAWS AND REGULATIONS, AND EXCHANGERULES, CONCERNING COMPLIANCE WITH SEC RULE 611(C). SPECIFICALLY,THE FIRM FAILED TO ADEQUATELY MONITOR WHETHER THE DIRECTFEEDS IT USED TO COMPILE THE NATIONAL BEST BID OR OFFER WEREOPERATIONAL. ACCORDINGLY, THE FIRM VIOLATED SEC RULE 611(C) ANDNYSE ARCA EQUITIES RULE 7.31(JJ) AND 7.31(E)(2), AND NYSE ARCAEQUITIES RULES 6.18 AND 2010.









Other


N/A




Other Product Type(s): UNSPECIFIED SECURITIES

ON APRIL 14, 2015 AND MAY 4, 2015, WHEN EXECUTING OUTBOUNDINTERMARKET SWEEP ORDERS (ISOS) ON THE NYSE ARCA EXCHANGEINC. (EXCHANGE), THE FIRM FAILED TO SEND ADDITIONAL ISOS TOPROTECTED QUOTES ON THREE SEPARATE EXCHANGES. THESEINSTANCES OCCURRED WHEN THE FIRM DID NOT RECEIVE DIRECT FEEDQUOTES FROM THE THREE EXCHANGES DUE TO SYSTEM ISSUES.DURING THE PERIOD BETWEEN JANUARY 1, 2015 AND SEPTEMBER 30,2015 (REVIEW PERIOD), THE FIRM FAILED TO TAKE REASONABLE STEPSTO ESTABLISH THAT ISOS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN SEC RULE 600(B)(30). DURING THE REVIEWPERIOD, THE FIRM FAILED TO ESTABLISH AND MAINTAIN A SUPERVISORYSYSTEM, INCLUDING WRITTEN SUPERVISORY PROCEDURES, THAT WASREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THEAPPLICABLE SECURITIES LAWS AND REGULATIONS, AND EXCHANGERULES, CONCERNING COMPLIANCE WITH SEC RULE 611(C). SPECIFICALLY,THE FIRM FAILED TO ADEQUATELY MONITOR WHETHER THE DIRECTFEEDS IT USED TO COMPILE THE NATIONAL BEST BID OR OFFER WEREOPERATIONAL. ACCORDINGLY, THE FIRM VIOLATED SEC RULE 611(C) ANDNYSE ARCA EQUITIES RULE 7.31(JJ) AND 7.31(E)(2), AND NYSE ARCAEQUITIES RULES 6.18 AND 2010.


Resolution:


Sanction Details: BARCLAYS CAPITAL INC. AND NYSE ARCA, INC. ENTERED INTO AN OFFEROF SETTLEMENT AND CONSENT FOR THE SOLE PURPOSE OF SETTLINGTHIS DISCIPLINARY PROCEEDING, WITHOUT ADJUDICATION OF ANYISSUES OF LAW OR FACT, AND WITHOUT ADMITTING OR DENYING ANYALLEGATIONS OR FINDINGS REFERRED TO IN THE OFFER OFSETTLEMENT. THE HEARING OFFICER ACCEPTS THE OFFER OFSETTLEMENT AND CONSENT AND ISSUES THIS DECISION IN ACCORDANCEWITH NYSE ARCA EQUITIES RULES. THE FIRM WAS CENSURED AND FINED$12,500. UNDER THE OFFER OF SETTLEMENT AND CONSENT, THE FIRMAGREED TO PAY A TOTAL OF $50,000, OF WHICH $12,500 SHALL BE PAID TONYSE ARCA, INC. AND THE REMAINING TO BATS BYX EXCHANGE, INC. ANDFINRA.


No




Allegations: ON APRIL 14, 2015 AND MAY 4, 2015, WHEN EXECUTING OUTBOUNDINTERMARKET SWEEP ORDERS (ISOS) ON THE NYSE ARCA EQUITIES INC.(EXCHANGE), THE FIRM FAILED TO SEND ADDITIONAL ISOS TOPROTECTED QUOTES ON THREE SEPARATE EXCHANGES. THESEINSTANCES OCCURRED WHEN THE FIRM DID NOT RECEIVE DIRECT FEEDQUOTES FROM THE THREE EXCHANGES DUE TO SYSTEM ISSUES.DURING THE PERIOD BETWEEN JANUARY 1, 2015 AND SEPTEMBER 30,2015 (REVIEW PERIOD), THE FIRM FAILED TO TAKE REASONABLE STEPSTO ESTABLISH THAT ISOS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN SEC RULE 600(B)(30) AND FAILED TOESTABLISH AND MAINTAIN A SUPERVISORY SYSTEM, INCLUDING WRITTENSUPERVISORY PROCEDURES, THAT WAS REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND EXCHANGE RULES, CONCERNING COMPLIANCE WITHSEC RULE 611(C). SPECIFICALLY, THE FIRM FAILED TO ADEQUATELYMONITOR WHETHER THE DIRECT FEEDS IT USED TO COMPILE THENATIONAL BEST BID OR OFFER WERE OPERATIONAL. ACCORDINGLY, THEFIRM VIOLATED SEC RULE 611(C) AND NYSE ARCA EQUITIES RULE 7.31(JJ)AND 7.31(E)(2), AND EXCHANGE RULES 6.18 AND 2010.









Other


N/A





Allegations: ON APRIL 14, 2015 AND MAY 4, 2015, WHEN EXECUTING OUTBOUNDINTERMARKET SWEEP ORDERS (ISOS) ON THE NYSE ARCA EQUITIES INC.(EXCHANGE), THE FIRM FAILED TO SEND ADDITIONAL ISOS TOPROTECTED QUOTES ON THREE SEPARATE EXCHANGES. THESEINSTANCES OCCURRED WHEN THE FIRM DID NOT RECEIVE DIRECT FEEDQUOTES FROM THE THREE EXCHANGES DUE TO SYSTEM ISSUES.DURING THE PERIOD BETWEEN JANUARY 1, 2015 AND SEPTEMBER 30,2015 (REVIEW PERIOD), THE FIRM FAILED TO TAKE REASONABLE STEPSTO ESTABLISH THAT ISOS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN SEC RULE 600(B)(30) AND FAILED TOESTABLISH AND MAINTAIN A SUPERVISORY SYSTEM, INCLUDING WRITTENSUPERVISORY PROCEDURES, THAT WAS REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND EXCHANGE RULES, CONCERNING COMPLIANCE WITHSEC RULE 611(C). SPECIFICALLY, THE FIRM FAILED TO ADEQUATELYMONITOR WHETHER THE DIRECT FEEDS IT USED TO COMPILE THENATIONAL BEST BID OR OFFER WERE OPERATIONAL. ACCORDINGLY, THEFIRM VIOLATED SEC RULE 611(C) AND NYSE ARCA EQUITIES RULE 7.31(JJ)AND 7.31(E)(2), AND EXCHANGE RULES 6.18 AND 2010.


Resolution:


Sanction Details: BARCLAYS CAPITAL INC. AND NYSE ARCA, INC. ENTERED INTO AN OFFEROF SETTLEMENT AND CONSENT FOR THE SOLE PURPOSE OF SETTLINGTHIS DISCIPLINARY PROCEEDING, WITHOUT ADJUDICATION OF ANYISSUES OF LAW OR FACT, AND WITHOUT ADMITTING OR DENYING ANYALLEGATIONS OR FINDINGS REFERRED TO IN THE OFFER OFSETTLEMENT. THE HEARING OFFICER ACCEPTS THE OFFER OFSETTLEMENT AND CONSENT AND ISSUES THIS DECISION IN ACCORDANCEWITH NYSE ARCA EQUITIES RULES. THE FIRM WAS CENSURED AND FINED$12,500. UNDER THE OFFER OF SETTLEMENT AND CONSENT, THE FIRMAGREED TO PAY A TOTAL OF $50,000, OF WHICH $12,500 SHALL BE PAID TONYSE ARCA, INC. AND THE REMAINING TO BATS BYX EXCHANGE, INC. ANDFINRA.







www.finra.org/brokercheck User GuidanceBARCLAYS CAPITAL INC. AND NYSE ARCA, INC. ENTERED INTO AN OFFEROF SETTLEMENT AND CONSENT FOR THE SOLE PURPOSE OF SETTLINGTHIS DISCIPLINARY PROCEEDING, WITHOUT ADJUDICATION OF ANYISSUES OF LAW OR FACT, AND WITHOUT ADMITTING OR DENYING ANYALLEGATIONS OR FINDINGS REFERRED TO IN THE OFFER OFSETTLEMENT. THE HEARING OFFICER ACCEPTS THE OFFER OFSETTLEMENT AND CONSENT AND ISSUES THIS DECISION IN ACCORDANCEWITH NYSE ARCA EQUITIES RULES. THE FIRM WAS CENSURED AND FINED$12,500. UNDER THE OFFER OF SETTLEMENT AND CONSENT, THE FIRMAGREED TO PAY A TOTAL OF $50,000, OF WHICH $12,500 SHALL BE PAID TONYSE ARCA, INC. AND THE REMAINING TO BATS BYX EXCHANGE, INC. ANDFINRA.

Disclosure 8 of 90

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Initiated By: BATS BYX EXCHANGE, INC.







Allegations: ON MAY 4, 2015, WHEN EXECUTING OUTBOUND INTERMARKET SWEEPORDERS ON BATS BYX EXCHANGE (BYX), THE FIRM FAILED TO SENDADDITIONAL INTERMARKET SWEEP ORDERS TO PROTECTED QUOTES ONTWO SEPARATE EXCHANGES. THESE INSTANCES OCCURRED WHEN THEFIRM DID NOT RECEIVE DIRECT FEED QUOTES FROM THE TWOEXCHANGES DUE TO SYSTEM ISSUES. DURING THE PERIOD BETWEENJANUARY 1, 2015 AND SEPTEMBER 30, 2015 (THE REVIEW PERIOD), THEFIRM FAILED TO TAKE REASONABLE STEPS TO ESTABLISH THATINTERMARKET SWEEP ORDERS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN SEC RULE 600(B)(30). ACCORDINGLY, THEFIRM VIOLATED SEC RULE 611(C) AND BYX RULE 11.9(D). DURING THEREVIEW PERIOD, THE FIRM FAILED TO ESTABLISH AND MAINTAIN ASUPERVISORY SYSTEM THAT WAS REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND BYX RULES, CONCERNING COMPLIANCE WITH SECRULE 611(C) AND BYX RULE 11.9(D). SPECIFICALLY, THE FIRM FAILED TOADEQUATELY MONITOR WHETHER THE DIRECT FEEDS IT USED TOCOMPILE THE NATIONAL BEST BID OR OFFER WERE OPERATIONAL. AS ARESULT, THE FIRM VIOLATED BYX RULES 3.1 AND 5.1.








Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $50,000, OF WHICH $12,500 ISPAYABLE TO BYX. ACCEPTANCE OF THIS AWC IS CONDITIONED UPONACCEPTANCE OF SIMILAR SETTLEMENT AGREEMENTS IN RELATEDMATTERS BETWEEN THE FIRM AND EACH OF THE FOLLOWING SELF-REGULATORY ORGANIZATIONS: NYSE ARCA EQUITIES, INC. AND FINRA.THE DECISION BECAME FINAL ON NOVEMBER 8, 2017.


No




Initiated By: BATS BYX EXCHANGE, INC.

Allegations: ON MAY 4, 2015, WHEN EXECUTING OUTBOUND INTERMARKET SWEEPORDERS ON BATS BYX EXCHANGE (BYX), THE FIRM FAILED TO SENDADDITIONAL INTERMARKET SWEEP ORDERS TO PROTECTED QUOTES ONTWO SEPARATE EXCHANGES. THESE INSTANCES OCCURRED WHEN THEFIRM DID NOT RECEIVE DIRECT FEED QUOTES FROM THE TWOEXCHANGES DUE TO SYSTEM ISSUES. DURING THE PERIOD BETWEENJANUARY 1, 2015 AND SEPTEMBER 30, 2015 (THE REVIEW PERIOD), THEFIRM FAILED TO TAKE REASONABLE STEPS TO ESTABLISH THATINTERMARKET SWEEP ORDERS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN SEC RULE 600(B)(30). ACCORDINGLY, THEFIRM VIOLATED SEC RULE 611(C) AND BYX RULE 11.9(D). DURING THEREVIEW PERIOD, THE FIRM FAILED TO ESTABLISH AND MAINTAIN ASUPERVISORY SYSTEM THAT WAS REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND BYX RULES, CONCERNING COMPLIANCE WITH SECRULE 611(C) AND BYX RULE 11.9(D). SPECIFICALLY, THE FIRM FAILED TOADEQUATELY MONITOR WHETHER THE DIRECT FEEDS IT USED TOCOMPILE THE NATIONAL BEST BID OR OFFER WERE OPERATIONAL. AS ARESULT, THE FIRM VIOLATED BYX RULES 3.1 AND 5.1.












Other Product Type(s): UNSPECIFIED


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $50,000, OF WHICH $12,500 ISPAYABLE TO BYX.



Disclosure 9 of 90

i


Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT EXECUTEDINTERMARKET SWEEP ORDERS THROUGH PROTECTED QUOTATIONS, ANDFAILED TO ROUTE ADDITIONAL INTERMARKET SWEEP ORDERS TOEXECUTE AGAINST PROTECTED QUOTATIONS. THE FINDINGS STATEDTHAT THE FIRM FAILED TO TAKE REASONABLE STEPS TO ESTABLISH THATINTERMARKET SWEEP ORDERS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN REG NMS RULE 600(B)(30) WHEN ROUTINGAND EXECUTING INTERMARKET SWEEP ORDERS ON EXCHANGES. THESEINSTANCES OCCURRED WHEN THE FIRM DID NOT RECEIVE DIRECT FEEDQUOTES FROM THE TWO EXCHANGES DUE TO SYSTEM ISSUES, WHICHTHE FIRM FAILED TO DETECT. THE FINDINGS ALSO STATED THAT THE FIRMWHILE ACTING AS A TRADING CENTER, FAILED TO ESTABLISH, MAINTAIN,AND ENFORCE WRITTEN POLICIES AND PROCEDURES THAT WEREREASONABLY DESIGNED TO ENSURE COMPLIANCE WITH THE TERMS OFTHE OUTBOUND ISO EXCEPTION IN REG NMS RULE 611(B)(6); AND FAILEDTO TAKE REASONABLE STEPS TO ESTABLISH THAT INTERMARKET SWEEPORDERS IT ROUTED MET THE DEFINITIONAL REQUIREMENTS SET FORTHIN REG NMS RULE 600(B)(30). THE FINDINGS ALSO INCLUDED THAT THEFIRM FAILED TO ESTABLISH AND MAINTAIN A SUPERVISORY SYSTEM THATWAS REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THEAPPLICABLE SECURITIES LAWS AND REGULATIONS AND FINRA RULESCONCERNING COMPLIANCE WITH REG NMS RULES 611(A) AND 611(C).SPECIFICALLY, THE FIRM FAILED TO ENSURE THAT DIRECT FEEDS WEREOPERATIONAL AND THAT THE DIRECT FEED DATA THAT IT USED TOCOMPILE THE NATIONAL BEST BID OR OFFER WAS RELIABLE.







Initiated By: FINRA







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT EXECUTEDINTERMARKET SWEEP ORDERS THROUGH PROTECTED QUOTATIONS, ANDFAILED TO ROUTE ADDITIONAL INTERMARKET SWEEP ORDERS TOEXECUTE AGAINST PROTECTED QUOTATIONS. THE FINDINGS STATEDTHAT THE FIRM FAILED TO TAKE REASONABLE STEPS TO ESTABLISH THATINTERMARKET SWEEP ORDERS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN REG NMS RULE 600(B)(30) WHEN ROUTINGAND EXECUTING INTERMARKET SWEEP ORDERS ON EXCHANGES. THESEINSTANCES OCCURRED WHEN THE FIRM DID NOT RECEIVE DIRECT FEEDQUOTES FROM THE TWO EXCHANGES DUE TO SYSTEM ISSUES, WHICHTHE FIRM FAILED TO DETECT. THE FINDINGS ALSO STATED THAT THE FIRMWHILE ACTING AS A TRADING CENTER, FAILED TO ESTABLISH, MAINTAIN,AND ENFORCE WRITTEN POLICIES AND PROCEDURES THAT WEREREASONABLY DESIGNED TO ENSURE COMPLIANCE WITH THE TERMS OFTHE OUTBOUND ISO EXCEPTION IN REG NMS RULE 611(B)(6); AND FAILEDTO TAKE REASONABLE STEPS TO ESTABLISH THAT INTERMARKET SWEEPORDERS IT ROUTED MET THE DEFINITIONAL REQUIREMENTS SET FORTHIN REG NMS RULE 600(B)(30). THE FINDINGS ALSO INCLUDED THAT THEFIRM FAILED TO ESTABLISH AND MAINTAIN A SUPERVISORY SYSTEM THATWAS REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THEAPPLICABLE SECURITIES LAWS AND REGULATIONS AND FINRA RULESCONCERNING COMPLIANCE WITH REG NMS RULES 611(A) AND 611(C).SPECIFICALLY, THE FIRM FAILED TO ENSURE THAT DIRECT FEEDS WEREOPERATIONAL AND THAT THE DIRECT FEED DATA THAT IT USED TOCOMPILE THE NATIONAL BEST BID OR OFFER WAS RELIABLE.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED A TOTAL AMOUNT OF $50,000, OF WHICH$25,000 IS PAYABLE TO FINRA, AND THE BALANCE OF THE SANCTION WILLHE PAID TO THE OTHER SELF-REGULATORY ORGANIZATIONS NOTED INTHE AWC, AND AN UNDERTAKING REQUIRING THE FIRM TO ADDRESS THEREG NMS 611(A) AND 611(C) DEFICIENCIES TO ENSURE THAT THE FIRMHAS IMPLEMENTED PROCEDURES THAT ARE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE RULES AND REGULATIONS CITED IN THEAWC. FINES PAID IN FULL ON OCTOBER 31, 2017.


No



iReporting Source:







Reporting Source: Firm

Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT EXECUTEDINTERMARKET SWEEP ORDERS THROUGH PROTECTED QUOTATIONS, ANDFAILED TO ROUTE ADDITIONAL INTERMARKET SWEEP ORDERS TOEXECUTE AGAINST PROTECTED QUOTATIONS. THE FINDINGS STATEDTHAT THE ON MAY 14, 2015, FIRM FAILED TO TAKE REASONABLE STEPS TOESTABLISH THAT INTERMARKET SWEEP ORDERS IT ROUTED MET THEDEFINITIONAL REQUIREMENTS SET FORTH IN REG NMS RULE 600(B)(30)WHEN ROUTING AND EXECUTING INTERMARKET SWEEP ORDERS ONEXCHANGES. THESE INSTANCES OCCURRED WHEN THE FIRM DID NOTRECEIVE DIRECT FEED QUOTES FROM THE TWO EXCHANGES DUE TOSYSTEM ISSUES, WHICH THE FIRM FAILED TO DETECT. THE FINDINGSALSO STATED THAT DURING JANUARY THROUGH SEPTEMBER 2015, THEFIRM WHILE ACTING AS A TRADING CENTER, FAILED TO ESTABLISH,MAINTAIN, AND ENFORCE WRITTEN POLICIES AND PROCEDURES THATWERE REASONABLY DESIGNED TO ENSURE COMPLIANCE WITH THETERMS OF THE OUTBOUND ISO EXCEPTION IN REG NMS RULE 611(B)(6);AND FAILED TO TAKE REASONABLE STEPS TO ESTABLISH THATINTERMARKET SWEEP ORDERS IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN REG NMS RULE 600(B)(30). THE FINDINGSALSO INCLUDED THAT DURING JULY THROUGH SEPTEMBER 2014 ANDJANUARY THROUGH SEPTEMBER 2015, THE FIRM FAILED TO ESTABLISHAND MAINTAIN A SUPERVISORY SYSTEM THAT WAS REASONABLYDESIGNED TO ACHIEVE COMPLIANCE WITH THE APPLICABLE SECURITIESLAWS AND REGULATIONS AND FINRA RULES CONCERNING COMPLIANCEWITH REG NMS RULES 611(A) AND 611(C). SPECIFICALLY, THE FIRM FAILEDTO ENSURE THAT DIRECT FEEDS WERE OPERATIONAL AND THAT THEDIRECT FEED DATA THAT IT USED TO COMPILE THE NATIONAL BEST BIDOR OFFER WAS RELIABLE.


Resolution: Acceptance, Waiver & Consent(AWC) 57©2020 FINRA. All rights reserved. Report about BARCLAYS CAPITAL INC.







Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED A TOTAL AMOUNT OF $50,000, OF WHICH$25,000 IS PAYABLE TO FINRA, AND THE BALANCE OF THE SANCTION WILLHE PAID TO THE OTHER SELF-REGULATORY ORGANIZATIONS NOTED INTHE AWC, AND AN UNDERTAKING REQUIRING THE FIRM TO ADDRESS THEREG NMS 611(A) AND 611(C) DEFICIENCIES TO ENSURE THAT THE FIRMHAS IMPLEMENTED PROCEDURES THAT ARE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THE RULES AND REGULATIONS CITED IN THEAWC.



Disclosure 10 of 90

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Initiated By: FINRA



Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOUSE REASONABLE DILIGENCE TO ASCERTAIN THE BEST MARKET FORSUBJECT SECURITIES AND FAILED TO BUY OR SELL IN SUCH MARKETS SOTHAT THE RESULTANT PRICES TO THE CUSTOMERS WERE AS FAVORABLEAS POSSIBLE UNDER PREVAILING MARKET CONDITIONS, RESULTING INDIRECT CUSTOMER HARM OF $850.47. THE FINDINGS STATED THAT IN 20INSTANCES, THE FIRM EXECUTED AN AGENCY INTERMARKET SWEEPORDER (ISO) THAT WAS INFERIOR, FROM THE PERSPECTIVE OF THECUSTOMER, TO AT LEAST ONE DISPLAYED TOP OF BOOK QUOTATION;AND/OR MISSED LIQUIDITY FROM ONE OR MORE DISPLAYED TOP OFBOOK QUOTATIONS, AT THE RESPECTIVE TIME OF EXECUTION. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO ENFORCE ITS WRITTENSUPERVISORY PROCEDURES (WSPS) DESIGNED TO ACHIEVECOMPLIANCE WITH FINRA RULE 5310. IN PARTICULAR, THE FIRM DID NOTFOLLOW ITS ESCALATION PROCEDURES RELATED TO FIRM PERSONNELANALYZING AUTOMATED EXCEPTIONS INVOLVING POTENTIAL BESTEXECUTION VIOLATIONS. THE FIRM PREVIOUSLY OFFERED RESTITUTIONTO IMPACTED CUSTOMERS.













Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $40,000, AND REQUIRED TO ADDRESSSUPERVISORY DEFICIENCIES IDENTIFIED IN THE AWC AND PROVIDE AREPRESENTATION THAT THE FIRM HAS REVISED ITS SUPERVISORYSYSTEMS AND PROCEDURES TO ADDRESSED THE DEFICIENCIES. FINESPAID IN FULL ON OCTOBER 31, 2017.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IN 20INSTANCES BETWEEN APRIL 1, 2015 AND JUNE 30, 2015, IT FAILED TO USEREASONABLE DILIGENCE TO ASCERTAIN THE BEST MARKET FOR SUBJECTSECURITIES AND FAILED TO BUY OR SELL IN SUCH MARKETS SO THATTHE RESULTANT PRICES TO THE CUSTOMERS WERE AS FAVORABLE ASPOSSIBLE UNDER PREVAILING MARKET CONDITIONS, RESULTING INDIRECT CUSTOMER HARM OF $850.47. SPECIFICALLY, THE FIRMEXECUTED AN AGENCY INTERMARKET SWEEP ORDER (ISO) THAT WASINFERIOR, FROM THE PERSPECTIVE OF THE CUSTOMER, TO AT LEASTONE DISPLAYED TOP OF BOOK QUOTATION; AND/OR MISSED LIQUIDITYFROM ONE OR MORE DISPLAYED TOP OF BOOK QUOTATIONS, AT THERESPECTIVE TIME OF EXECUTION. THE FINDINGS ALSO STATED THAT THEFIRM FAILED TO ENFORCE ITS WRITTEN SUPERVISORY PROCEDURESDESIGNED TO ACHIEVE COMPLIANCE WITH FINRA RULE 5310. INPARTICULAR, THE FIRM DID NOT FOLLOW ITS ESCALATION PROCEDURESRELATED TO FIRM PERSONNEL ANALYZING AUTOMATED EXCEPTIONSINVOLVING POTENTIAL BEST EXECUTION VIOLATIONS. THE FIRMPREVIOUSLY OFFERED RESTITUTION TO IMPACTED CUSTOMERS.







Initiated By: FINRA







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IN 20INSTANCES BETWEEN APRIL 1, 2015 AND JUNE 30, 2015, IT FAILED TO USEREASONABLE DILIGENCE TO ASCERTAIN THE BEST MARKET FOR SUBJECTSECURITIES AND FAILED TO BUY OR SELL IN SUCH MARKETS SO THATTHE RESULTANT PRICES TO THE CUSTOMERS WERE AS FAVORABLE ASPOSSIBLE UNDER PREVAILING MARKET CONDITIONS, RESULTING INDIRECT CUSTOMER HARM OF $850.47. SPECIFICALLY, THE FIRMEXECUTED AN AGENCY INTERMARKET SWEEP ORDER (ISO) THAT WASINFERIOR, FROM THE PERSPECTIVE OF THE CUSTOMER, TO AT LEASTONE DISPLAYED TOP OF BOOK QUOTATION; AND/OR MISSED LIQUIDITYFROM ONE OR MORE DISPLAYED TOP OF BOOK QUOTATIONS, AT THERESPECTIVE TIME OF EXECUTION. THE FINDINGS ALSO STATED THAT THEFIRM FAILED TO ENFORCE ITS WRITTEN SUPERVISORY PROCEDURESDESIGNED TO ACHIEVE COMPLIANCE WITH FINRA RULE 5310. INPARTICULAR, THE FIRM DID NOT FOLLOW ITS ESCALATION PROCEDURESRELATED TO FIRM PERSONNEL ANALYZING AUTOMATED EXCEPTIONSINVOLVING POTENTIAL BEST EXECUTION VIOLATIONS. THE FIRMPREVIOUSLY OFFERED RESTITUTION TO IMPACTED CUSTOMERS.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $40,000, AND REQUIRED TO ADDRESSSUPERVISORY DEFICIENCIES IDENTIFIED IN THE AWC AND PROVIDE AREPRESENTATION THAT THE FIRM HAS REVISED ITS SUPERVISORYSYSTEMS AND PROCEDURES TO ADDRESSED THE DEFICIENCIES.



Disclosure 11 of 90

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Allegations: WITHOUT ADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGSREFERRED TO IN THE OFFER OF SETTLEMENT, THE FIRM ENTERED INTOAN OFFER OF SETTLEMENT AND CONSENT THAT IT EFFECTED EQUITYTRANSACTIONS AFTER GAINING KNOWLEDGE OF UNDISCLOSED TERMSAND CONDITIONS OF A BLOCK ORDER IN A RELATED OPTION SERIES.THE FINDINGS STATED THAT A TRADER OF THE FIRM WAS SOLICITED BY ABROKER OUTSIDE OF THE FIRM ("BROKER") TO BE A SELLER OF OPTIONSSECURITIES RELATING TO A CERTAIN COMPANY. SPECIFICALLY, ON ATELEPHONE CALL THAT BEGAN AT APPROXIMATELY 15:35:15, THE FIRM'STRADER WAS SOLICITED BY THE BROKER TO BE THE SELLER OF THECOMPANY'S OPTIONS SECURITIES CALLS. THE TELEPHONE CALL ENDEDAT 15:36:22. ACCORDING TO NYSE ARCA ORDER DATA, THE FLOORBROKER WHO REPRESENTED THE FACILITATION ON THE FLOOR TIMESTAMPED THE CUSTOMER'S ORDER AT 15:37:04. THE FIRM'S TRADERBEGAN PURCHASING THE COMPANY'S EQUITIES AS HEDGES AGAINST THECOMPANY'S CALLS ORDER AT 15:36:36, 14 SECONDS AFTER THE CALLENDED AND 28 SECONDS BEFORE THE FLOOR BROKER TIME STAMPEDTHE CUSTOMER'S ORDER, AND ULTIMATELY PURCHASED 60,398 SHARESOF THE COMPANY'S EQUITIES BY 15:37:12.THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH ANDMAINTAIN ADEQUATE SUPERVISORY SYSTEMS THAT WERE REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH NYSE ARCA OPTIONS RULES6.49(B). WHILE THE FIRM HAD DAILY SURVEILLANCES IN PLACE ON THETRADE DATE TO MONITOR FOR ANTICIPATORY HEDGING OR FRONTRUNNING OF CLIENT ORDERS, THE AUTOMATED VOLATILITY TRADING(AVT) DESK EXECUTES OPTIONS ORDERS IN A MARKET MAKING CAPACITYAND DOES NOT EXECUTE CLIENT ORDERS. ACCORDINGLY, THESESURVEILLANCES DID NOT COVER THE AVT DESK. AT THE TIME OF THETRADE DATE, THERE WERE NO WRITTEN SUPERVISORY PROCEDURES INPLACE MANDATING SURVEILLANCES FOR ANTICIPATORY HEDGING OFORDERS SOLICITED BY MARKET PARTICIPANTS IN LISTED OPTIONSORDERS. SOMETIME IN 2016, FOLLOWING THE LAUNCH OF THISINVESTIGATION, THE AVT DESK IMPLEMENTED A POLICY REQUIRINGWRITTEN CONFIRMATION (EITHER BY INSTANT MESSAGE OR EMAIL) THATA TRADE HAD BEEN DISCLOSED BEFORE PERMITTING ANY HEDGING, BUTTHIS POLICY WAS NOT IN PLACE ON THE TRADE DATE.














Other Product Type(s): COMPANY'S EQUITIES SECURITIES

WITHOUT ADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGSREFERRED TO IN THE OFFER OF SETTLEMENT, THE FIRM ENTERED INTOAN OFFER OF SETTLEMENT AND CONSENT THAT IT EFFECTED EQUITYTRANSACTIONS AFTER GAINING KNOWLEDGE OF UNDISCLOSED TERMSAND CONDITIONS OF A BLOCK ORDER IN A RELATED OPTION SERIES.THE FINDINGS STATED THAT A TRADER OF THE FIRM WAS SOLICITED BY ABROKER OUTSIDE OF THE FIRM ("BROKER") TO BE A SELLER OF OPTIONSSECURITIES RELATING TO A CERTAIN COMPANY. SPECIFICALLY, ON ATELEPHONE CALL THAT BEGAN AT APPROXIMATELY 15:35:15, THE FIRM'STRADER WAS SOLICITED BY THE BROKER TO BE THE SELLER OF THECOMPANY'S OPTIONS SECURITIES CALLS. THE TELEPHONE CALL ENDEDAT 15:36:22. ACCORDING TO NYSE ARCA ORDER DATA, THE FLOORBROKER WHO REPRESENTED THE FACILITATION ON THE FLOOR TIMESTAMPED THE CUSTOMER'S ORDER AT 15:37:04. THE FIRM'S TRADERBEGAN PURCHASING THE COMPANY'S EQUITIES AS HEDGES AGAINST THECOMPANY'S CALLS ORDER AT 15:36:36, 14 SECONDS AFTER THE CALLENDED AND 28 SECONDS BEFORE THE FLOOR BROKER TIME STAMPEDTHE CUSTOMER'S ORDER, AND ULTIMATELY PURCHASED 60,398 SHARESOF THE COMPANY'S EQUITIES BY 15:37:12.THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH ANDMAINTAIN ADEQUATE SUPERVISORY SYSTEMS THAT WERE REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH NYSE ARCA OPTIONS RULES6.49(B). WHILE THE FIRM HAD DAILY SURVEILLANCES IN PLACE ON THETRADE DATE TO MONITOR FOR ANTICIPATORY HEDGING OR FRONTRUNNING OF CLIENT ORDERS, THE AUTOMATED VOLATILITY TRADING(AVT) DESK EXECUTES OPTIONS ORDERS IN A MARKET MAKING CAPACITYAND DOES NOT EXECUTE CLIENT ORDERS. ACCORDINGLY, THESESURVEILLANCES DID NOT COVER THE AVT DESK. AT THE TIME OF THETRADE DATE, THERE WERE NO WRITTEN SUPERVISORY PROCEDURES INPLACE MANDATING SURVEILLANCES FOR ANTICIPATORY HEDGING OFORDERS SOLICITED BY MARKET PARTICIPANTS IN LISTED OPTIONSORDERS. SOMETIME IN 2016, FOLLOWING THE LAUNCH OF THISINVESTIGATION, THE AVT DESK IMPLEMENTED A POLICY REQUIRINGWRITTEN CONFIRMATION (EITHER BY INSTANT MESSAGE OR EMAIL) THATA TRADE HAD BEEN DISCLOSED BEFORE PERMITTING ANY HEDGING, BUTTHIS POLICY WAS NOT IN PLACE ON THE TRADE DATE.


Resolution:


No







Other Sanctions Ordered: AN UNDERTAKING


THE FIRM IS ORDERED TO DEVELOP AND IMPLEMENT CONTROLS ANDPROCEDURES REASONABLY DESIGNED TO DETECT AND PREVENTANTICIPATORY HEDGING FOR ORDERS SOLICITED BY MARKETPARTICIPANTS IN LISTED OPTION ORDERS, INCLUDING A SURVEILLANCESYSTEM DESIGNED TO DETECT INSTANCES OF ANTICIPATORY HEDGINGBY THE AVT DESK AT ISSUE IN THIS MATTER AND PROCEDURES TO HELPENSURE THAT AVT TRADERS ARE FOLLOWING THE DESK'S POLICY OFREQUIRING WRITTEN CONFIRMATIONS THAT A TRADE HAS BEENDISCLOSED TO THE TRADING CROWD PRIOR TO HEDGING THE TRADE.


No



Allegations: WITHOUT ADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGSREFERRED TO IN THE OFFER OF SETTLEMENT, THE FIRM ENTERED INTOAN OFFER OF SETTLEMENT AND CONSENT THAT IT EFFECTED EQUITYTRANSACTIONS AFTER GAINING KNOWLEDGE OF UNDISCLOSED TERMSAND CONDITIONS OF A BLOCK ORDER IN A RELATED OPTION SERIES. THEFINDINGS STATED THAT A TRADER OF THE FIRM WAS SOLICITED BY ABROKER OUTSIDE OF THE FIRM ("BROKER") TO BE A SELLER OF OPTIONSSECURITIES RELATING TO A CERTAIN COMPANY. SPECIFICALLY, ON ATELEPHONE CALL THAT BEGAN AT APPROXIMATELY 15:35:15, THE FIRM'STRADER WAS SOLICITED BY THE BROKER TO BE THE SELLER OF THECOMPANY'S OPTIONS SECURITIES CALLS. THE TELEPHONE CALL ENDEDAT 15:36:22. ACCORDING TO NYSE ARCA ORDER DATA, THE FLOORBROKER WHO REPRESENTED THE FACILITATION ON THE FLOOR TIMESTAMPED THE CUSTOMER'S ORDER AT 15:37:04. THE FIRM'S TRADERBEGAN PURCHASING THE COMPANY'S EQUITIES AS HEDGES AGAINST THECOMPANY'S CALLS ORDER AT 15:36:36, 14 SECONDS AFTER THE CALLENDED AND 28 SECONDS BEFORE THE FLOOR BROKER TIME STAMPEDTHE CUSTOMER'S ORDER, AND ULTIMATELY PURCHASED 60,398 SHARESOF THE COMPANY'S EQUITIES BY 15:37:12. THE FINDINGS ALSO STATEDTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN ADEQUATESUPERVISORY SYSTEMS THAT WERE REASONABLY DESIGNED TOENSURE COMPLIANCE WITH NYSE ARCA OPTIONS RULES 6.49(B). WHILETHE FIRM HAD DAILY SURVEILLANCES IN PLACE ON THE TRADE DATE TOMONITOR FOR ANTICIPATORY HEDGING OR FRONT RUNNING OF CLIENTORDERS, AT THE TIME OF THE TRADE DATE, THERE WERE NO WRITTENSUPERVISORY PROCEDURES IN PLACE MANDATING SURVEILLANCES FORANTICIPATORY HEDGING OF ORDERS SOLICITED BY MARKETPARTICIPANTS IN LISTED OPTIONS ORDERS.













Other Product Type(s): COMPANY'S EQUITIES SECURITIES

WITHOUT ADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGSREFERRED TO IN THE OFFER OF SETTLEMENT, THE FIRM ENTERED INTOAN OFFER OF SETTLEMENT AND CONSENT THAT IT EFFECTED EQUITYTRANSACTIONS AFTER GAINING KNOWLEDGE OF UNDISCLOSED TERMSAND CONDITIONS OF A BLOCK ORDER IN A RELATED OPTION SERIES. THEFINDINGS STATED THAT A TRADER OF THE FIRM WAS SOLICITED BY ABROKER OUTSIDE OF THE FIRM ("BROKER") TO BE A SELLER OF OPTIONSSECURITIES RELATING TO A CERTAIN COMPANY. SPECIFICALLY, ON ATELEPHONE CALL THAT BEGAN AT APPROXIMATELY 15:35:15, THE FIRM'STRADER WAS SOLICITED BY THE BROKER TO BE THE SELLER OF THECOMPANY'S OPTIONS SECURITIES CALLS. THE TELEPHONE CALL ENDEDAT 15:36:22. ACCORDING TO NYSE ARCA ORDER DATA, THE FLOORBROKER WHO REPRESENTED THE FACILITATION ON THE FLOOR TIMESTAMPED THE CUSTOMER'S ORDER AT 15:37:04. THE FIRM'S TRADERBEGAN PURCHASING THE COMPANY'S EQUITIES AS HEDGES AGAINST THECOMPANY'S CALLS ORDER AT 15:36:36, 14 SECONDS AFTER THE CALLENDED AND 28 SECONDS BEFORE THE FLOOR BROKER TIME STAMPEDTHE CUSTOMER'S ORDER, AND ULTIMATELY PURCHASED 60,398 SHARESOF THE COMPANY'S EQUITIES BY 15:37:12. THE FINDINGS ALSO STATEDTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN ADEQUATESUPERVISORY SYSTEMS THAT WERE REASONABLY DESIGNED TOENSURE COMPLIANCE WITH NYSE ARCA OPTIONS RULES 6.49(B). WHILETHE FIRM HAD DAILY SURVEILLANCES IN PLACE ON THE TRADE DATE TOMONITOR FOR ANTICIPATORY HEDGING OR FRONT RUNNING OF CLIENTORDERS, AT THE TIME OF THE TRADE DATE, THERE WERE NO WRITTENSUPERVISORY PROCEDURES IN PLACE MANDATING SURVEILLANCES FORANTICIPATORY HEDGING OF ORDERS SOLICITED BY MARKETPARTICIPANTS IN LISTED OPTIONS ORDERS.


Resolution:

Other Sanctions Ordered: AN UNDERTAKING

Sanction Details: THE FIRM WAS CENSURED AND FINED $60,000. THE FIRM IS ORDERED TODEVELOP AND IMPLEMENT CONTROLS AND PROCEDURES REASONABLYDESIGNED TO DETECT AND PREVENT ANTICIPATORY HEDGING FORORDERS SOLICITED BY MARKET PARTICIPANTS IN LISTED OPTIONORDERS, INCLUDING A SURVEILLANCE SYSTEM DESIGNED TO DETECTINSTANCES OF ANTICIPATORY HEDGING BY THE AVT DESK AT ISSUE INTHIS MATTER AND PROCEDURES TO HELP ENSURE THAT AVT TRADERSARE FOLLOWING THE DESK'S POLICY OF REQUIRING WRITTENCONFIRMATIONS THAT A TRADE HAS BEEN DISCLOSED TO THE TRADINGCROWD PRIOR TO HEDGING THE TRADE.



Disclosure 12 of 90

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Allegations: SEC ADMIN RELEASES 33-10355, 34-80639, IA RELEASE 40-4705/ MAY 10,2017: THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION")DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDAGAINST BARCLAYS CAPITAL INC. ("BARCLAYS CAPITAL" OR "RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'SOFFER, THE COMMISSION FINDS THAT FROM SEPTEMBER 2010 THROUGHDECEMBER 2015, BARCLAYS CAPITAL, THEN A DUALLY REGISTEREDINVESTMENT ADVISER AND BROKER-DEALER, IMPROPERLY CHARGEDCERTAIN ADVISORY CLIENTS OF ITS WEALTH AND INVESTMENTMANAGEMENT BUSINESS, OVERCHARGING THEM ALMOST $50 MILLION INADVISORY FEES. FIRST, FROM SEPTEMBER 2010 THROUGH DECEMBER2014, BARCLAYS CAPITAL FALSELY REPRESENTED TO ADVISORY CLIENTSTHAT IT WAS PERFORMING ONGOING DUE DILIGENCE AND MONITORINGOF CERTAIN THIRD-PARTY MANAGERS WHO MANAGED ADVISORYCLIENTS' ASSETS USING CERTAIN INVESTMENT STRATEGIES WHENBARCLAYS CAPITAL WAS NOT PERFORMING SUCH DUE DILIGENCE. AS ARESULT, BARCLAYS CAPITAL IMPROPERLY CHARGED 2,050 CLIENTACCOUNTS APPROXIMATELY $48 MILLION IN FEES FOR THESE PROMISEDSERVICES. SECOND, FROM JANUARY 2011 THROUGH MARCH 2015,BARCLAYS CAPITAL CHARGED 22,138 CLIENT ACCOUNTS EXCESS FEESOF APPROXIMATELY $2 MILLION. ADDITIONALLY, FROM AT LEAST JANUARY2010 THROUGH DECEMBER 2015, BARCLAYS CAPITAL DISADVANTAGEDCERTAIN RETIREMENT PLAN AND CHARITABLE ORGANIZATIONBROKERAGE CUSTOMERS ("ELIGIBLE CUSTOMERS") BY RECOMMENDINGAND SELLING THEM MORE EXPENSIVE MUTUAL FUND SHARE CLASSESWHEN LESS EXPENSIVE SHARE CLASSES WERE AVAILABLE, WITHOUTDISCLOSING THAT BARCLAYS CAPITAL HAD A MATERIAL CONFLICT OFINTEREST, I.E., THAT IT WOULD RECEIVE GREATER COMPENSATION FROMTHE ELIGIBLE CUSTOMERS' PURCHASES OF THE MORE EXPENSIVESHARE CLASSES. IN ADDITION, BARCLAYS CAPITAL DID NOT DISCLOSETHAT THE PURCHASE OF THE MORE EXPENSIVE SHARE CLASSES WOULDNEGATIVELY IMPACT THE OVERALL RETURN ON THE ELIGIBLECUSTOMERS' INVESTMENTS, IN LIGHT OF THE DIFFERENT FEESTRUCTURES FOR THE DIFFERENT FUND SHARE CLASSES. BARCLAYSCAPITAL SOLD ITS WEALTH AND INVESTMENT MANAGEMENT, AMERICASBUSINESS ("WIMA," FORMERLY KNOWN AS BARCLAYS WEALTH AMERICAS)IN DECEMBER 2015. AS A RESULT OF THE CONDUCT, BARCLAYS CAPITALWILLFULLY VIOLATED SECTION 206(2) OF THE ADVISERS ACT, SECTION206(4) OF THE ADVISERS ACT AND RULE 206(4)-7, SECTION 207 OF THEADVISERS ACT, AND SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIESACT.







Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Docket/Case Number: 3-17978

Allegations: SEC ADMIN RELEASES 33-10355, 34-80639, IA RELEASE 40-4705/ MAY 10,2017: THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION")DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDAGAINST BARCLAYS CAPITAL INC. ("BARCLAYS CAPITAL" OR "RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'SOFFER, THE COMMISSION FINDS THAT FROM SEPTEMBER 2010 THROUGHDECEMBER 2015, BARCLAYS CAPITAL, THEN A DUALLY REGISTEREDINVESTMENT ADVISER AND BROKER-DEALER, IMPROPERLY CHARGEDCERTAIN ADVISORY CLIENTS OF ITS WEALTH AND INVESTMENTMANAGEMENT BUSINESS, OVERCHARGING THEM ALMOST $50 MILLION INADVISORY FEES. FIRST, FROM SEPTEMBER 2010 THROUGH DECEMBER2014, BARCLAYS CAPITAL FALSELY REPRESENTED TO ADVISORY CLIENTSTHAT IT WAS PERFORMING ONGOING DUE DILIGENCE AND MONITORINGOF CERTAIN THIRD-PARTY MANAGERS WHO MANAGED ADVISORYCLIENTS' ASSETS USING CERTAIN INVESTMENT STRATEGIES WHENBARCLAYS CAPITAL WAS NOT PERFORMING SUCH DUE DILIGENCE. AS ARESULT, BARCLAYS CAPITAL IMPROPERLY CHARGED 2,050 CLIENTACCOUNTS APPROXIMATELY $48 MILLION IN FEES FOR THESE PROMISEDSERVICES. SECOND, FROM JANUARY 2011 THROUGH MARCH 2015,BARCLAYS CAPITAL CHARGED 22,138 CLIENT ACCOUNTS EXCESS FEESOF APPROXIMATELY $2 MILLION. ADDITIONALLY, FROM AT LEAST JANUARY2010 THROUGH DECEMBER 2015, BARCLAYS CAPITAL DISADVANTAGEDCERTAIN RETIREMENT PLAN AND CHARITABLE ORGANIZATIONBROKERAGE CUSTOMERS ("ELIGIBLE CUSTOMERS") BY RECOMMENDINGAND SELLING THEM MORE EXPENSIVE MUTUAL FUND SHARE CLASSESWHEN LESS EXPENSIVE SHARE CLASSES WERE AVAILABLE, WITHOUTDISCLOSING THAT BARCLAYS CAPITAL HAD A MATERIAL CONFLICT OFINTEREST, I.E., THAT IT WOULD RECEIVE GREATER COMPENSATION FROMTHE ELIGIBLE CUSTOMERS' PURCHASES OF THE MORE EXPENSIVESHARE CLASSES. IN ADDITION, BARCLAYS CAPITAL DID NOT DISCLOSETHAT THE PURCHASE OF THE MORE EXPENSIVE SHARE CLASSES WOULDNEGATIVELY IMPACT THE OVERALL RETURN ON THE ELIGIBLECUSTOMERS' INVESTMENTS, IN LIGHT OF THE DIFFERENT FEESTRUCTURES FOR THE DIFFERENT FUND SHARE CLASSES. BARCLAYSCAPITAL SOLD ITS WEALTH AND INVESTMENT MANAGEMENT, AMERICASBUSINESS ("WIMA," FORMERLY KNOWN AS BARCLAYS WEALTH AMERICAS)IN DECEMBER 2015. AS A RESULT OF THE CONDUCT, BARCLAYS CAPITALWILLFULLY VIOLATED SECTION 206(2) OF THE ADVISERS ACT, SECTION206(4) OF THE ADVISERS ACT AND RULE 206(4)-7, SECTION 207 OF THEADVISERS ACT, AND SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIESACT.







Cease and Desist



Principal Product Type: Mutual Fund(s)



Resolution:

Other Sanctions Ordered: PREJUDGMENT INTEREST

Sanction Details: RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT, AND SECTIONS 206(2),206(4) AND 207 OF THE ADVISERS ACT AND RULE 206(4)-7 PROMULGATEDTHEREUNDER; IS CENSURED; SHALL PAY DISGORGEMENT OF $49,785,417,AND PREJUDGMENT INTEREST OF $13,752,242; AND SHALL PAY A CIVILMONETARY PENALTY IN THE AMOUNT OF $30,000,000.

Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE OFFER)WHICH THE COMMISSION HAS DETERMINED TO ACCEPT.IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATEIN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN THERESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT, AND SECTIONS 206(2),206(4) AND 207 OF THE ADVISERS ACT AND RULE 206(4)-7 PROMULGATEDTHEREUNDER; IS CENSURED; SHALL PAY DISGORGEMENT OF $49,785,417,AND PREJUDGMENT INTEREST OF $13,752,242; AND SHALL PAY A CIVILMONETARY PENALTY IN THE AMOUNT OF $30,000,000. ASSOCIATEDACTIONS FOR THE FIRM WERE ENUMERATED IN THE OFFER OFSETTLEMENT.

IN DETERMINING TO ACCEPT THE OFFER, THE COMMISSION CONSIDEREDCOOPERATION AFFORDED THE COMMISSION BY THE FIRM. BARCLAYSCAPITAL, WITHIN THE TIME DISCUSSED, SHALL UNDERTAKE TO MAKE APAYMENT OF APPROXIMATELY $3,504,285 (THE "REMEDIATION"), WHICHREPRESENTS (I) UNDERPERFORMANCE INCURRED BY ADVISORY CLIENTSWHO INVESTED IN CERTAIN SELECT AND QUANT SELECT STRATEGIESTHAT UNDERPERFORMED MARKET BENCHMARKS; AND (II) UP-FRONTSALES CHARGES IN CLASS A SHARES THAT WERE AVAILABLE TO CERTAINELIGIBLE CUSTOMERS ON A LOAD-WAIVED BASIS AND EXCESS RULE 12B-1 FEES AND CONTINGENT DEFERRED SALES CHARGE (CDSCS) CHARGEDON CLASS C SHARES WHEN CERTAIN ELIGIBLE CUSTOMERS COULD HAVEPURCHASED LOAD-WAIVED CLASS A SHARES OR NO-LOAD CLASS RSHARES. BARCLAYS CAPITAL WILL ALSO PAY REASONABLE INTEREST ONTHE REMEDIATION, CALCULATED AT THE FEDERAL SHORT-TERM RATE,FROM THE DATE THE UNDERPERFORMANCE, MUTUAL FUND SALESCHARGES OR EXCESS RULE 12B-1 FEES AND/OR CDSCS WERE INCURREDTHROUGH THE ESTIMATED DATE OF PAYMENT. BARCLAYS CAPITAL WILLBE RESPONSIBLE FOR ADMINISTERING THE PAYMENT OF THEREMEDIATION TO THE AFFECTED ADVISORY CLIENTS AND BROKERAGECUSTOMERS. IN DETERMINING WHETHER TO ACCEPT THE OFFER, THECOMMISSION HAS CONSIDERED THESE UNDERTAKINGS.


Yes

Sanctions Ordered: CensureMonetary/Fine $30,000,000.00Disgorgement/RestitutionCease and Desist/Injunction

Order






IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE OFFER)WHICH THE COMMISSION HAS DETERMINED TO ACCEPT.IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATEIN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN THERESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT, AND SECTIONS 206(2),206(4) AND 207 OF THE ADVISERS ACT AND RULE 206(4)-7 PROMULGATEDTHEREUNDER; IS CENSURED; SHALL PAY DISGORGEMENT OF $49,785,417,AND PREJUDGMENT INTEREST OF $13,752,242; AND SHALL PAY A CIVILMONETARY PENALTY IN THE AMOUNT OF $30,000,000. ASSOCIATEDACTIONS FOR THE FIRM WERE ENUMERATED IN THE OFFER OFSETTLEMENT.

IN DETERMINING TO ACCEPT THE OFFER, THE COMMISSION CONSIDEREDCOOPERATION AFFORDED THE COMMISSION BY THE FIRM. BARCLAYSCAPITAL, WITHIN THE TIME DISCUSSED, SHALL UNDERTAKE TO MAKE APAYMENT OF APPROXIMATELY $3,504,285 (THE "REMEDIATION"), WHICHREPRESENTS (I) UNDERPERFORMANCE INCURRED BY ADVISORY CLIENTSWHO INVESTED IN CERTAIN SELECT AND QUANT SELECT STRATEGIESTHAT UNDERPERFORMED MARKET BENCHMARKS; AND (II) UP-FRONTSALES CHARGES IN CLASS A SHARES THAT WERE AVAILABLE TO CERTAINELIGIBLE CUSTOMERS ON A LOAD-WAIVED BASIS AND EXCESS RULE 12B-1 FEES AND CONTINGENT DEFERRED SALES CHARGE (CDSCS) CHARGEDON CLASS C SHARES WHEN CERTAIN ELIGIBLE CUSTOMERS COULD HAVEPURCHASED LOAD-WAIVED CLASS A SHARES OR NO-LOAD CLASS RSHARES. BARCLAYS CAPITAL WILL ALSO PAY REASONABLE INTEREST ONTHE REMEDIATION, CALCULATED AT THE FEDERAL SHORT-TERM RATE,FROM THE DATE THE UNDERPERFORMANCE, MUTUAL FUND SALESCHARGES OR EXCESS RULE 12B-1 FEES AND/OR CDSCS WERE INCURREDTHROUGH THE ESTIMATED DATE OF PAYMENT. BARCLAYS CAPITAL WILLBE RESPONSIBLE FOR ADMINISTERING THE PAYMENT OF THEREMEDIATION TO THE AFFECTED ADVISORY CLIENTS AND BROKERAGECUSTOMERS. IN DETERMINING WHETHER TO ACCEPT THE OFFER, THECOMMISSION HAS CONSIDERED THESE UNDERTAKINGS.


Allegations: ON MAY 10, 2017, BARCLAYS CAPITAL INC. ("BCI") ENTERED INTO ASETTLEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION("SEC") UNDER WHICH BCI CONSENTED TO THE ENTRY OF AN ORDER(THE "ORDER") FINDING VIOLATIONS OF SECTIONS 17(A)(2) AND 17(A)(3)OF THE SECURITIES ACT OF 1933 ("SECURITIES ACT") AND SECTIONS206(2), 206(4) AND 207 OF THE INVESTMENT ADVISERS ACT OF 1940("ADVISERS ACT") AND RULE 206(4)-7 THEREUNDER. THE ORDER FINDSTHAT, FROM SEPTEMBER 2010 THROUGH DECEMBER 2015, BCI, THEN ADUALLY-REGISTERED INVESTMENT ADVISER AND BROKER-DEALER,IMPROPERLY CHARGED CERTAIN ADVISORY CLIENTS OF ITS WEALTH ANDINVESTMENT MANAGEMENT BUSINESS, OVERCHARGING THEM ALMOST$50 MILLION IN ADVISORY FEES. FIRST, THE ORDER FINDS THAT, FROMSEPTEMBER 2010 THROUGH DECEMBER 2014, BCI FALSELYREPRESENTED TO ADVISORY CLIENTS THAT IT WAS PERFORMINGONGOING DUE DILIGENCE AND MONITORING OF CERTAIN THIRD-PARTYMANAGERS WHO MANAGED ADVISORY CLIENTS' ASSETS USING CERTAININVESTMENT STRATEGIES, WHEN BCI WAS NOT PERFORMING CERTAINDUE DILIGENCE. THE ORDER FINDS THAT, AS A RESULT, BCI IMPROPERLYCHARGED 2,050 CLIENT ACCOUNTS APPROXIMATELY $48 MILLION IN FEESFOR THOSE PROMISED SERVICES. SECOND, THE ORDER FINDS THAT,FROM JANUARY 2011 THROUGH MARCH 2015, BCI CHARGED 22,138 CLIENTACCOUNTS EXCESS FEES OF APPROXIMATELY $2 MILLION. THE ORDERADDITIONALLY FINDS THAT, FROM AT LEAST JANUARY 2010 THROUGHDECEMBER 2015, BCI DISADVANTAGED CERTAIN RETIREMENT PLAN ANDCHARITABLE ORGANIZATION BROKERAGE CUSTOMERS ("ELIGIBLECUSTOMERS") BY RECOMMENDING AND SELLING THEM MORE EXPENSIVEMUTUAL FUND SHARE CLASSES WHEN LESS EXPENSIVE SHARE CLASSESWERE AVAILABLE, WITHOUT DISCLOSING THAT BCI HAD A MATERIALCONFLICT OF INTEREST, I.E., THAT IT WOULD RECEIVE GREATERCOMPENSATION FROM THE ELIGIBLE CUSTOMERS' PURCHASES OF THEMORE EXPENSIVE SHARE CLASSES. IN ADDITION, THE ORDER FINDSTHAT BCI DID NOT DISCLOSE THAT THE PURCHASE OF THE MOREEXPENSIVE SHARE CLASSES WOULD NEGATIVELY IMPACT THE OVERALLRETURN ON THE ELIGIBLE CUSTOMERS' INVESTMENTS, IN LIGHT OF THEDIFFERENT FEE STRUCTURES FOR THE DIFFERENT FUND SHARECLASSES. BCI SOLD ITS WEALTH AND INVESTMENT MANAGEMENT,AMERICAS BUSINESS ("WIMA," FORMERLY KNOWN AS BARCLAYS WEALTHAMERICAS) IN DECEMBER 2015.







Initiated By: US SECURITIES AND EXCHANGE COMMISSION


Cease and Desist


CIVIL AND ADMINISTRATIVE PENALTY(IES)/FINE(S),UNDERTAKING


Docket/Case Number: SEC ADMINISTRATIVE PROCEEDING FILE NO. 17978


Other Product Type(s): SEPARATELY MANAGED ACCOUNT INVESTMENTS AND MUTUAL FUNDS

ON MAY 10, 2017, BARCLAYS CAPITAL INC. ("BCI") ENTERED INTO ASETTLEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION("SEC") UNDER WHICH BCI CONSENTED TO THE ENTRY OF AN ORDER(THE "ORDER") FINDING VIOLATIONS OF SECTIONS 17(A)(2) AND 17(A)(3)OF THE SECURITIES ACT OF 1933 ("SECURITIES ACT") AND SECTIONS206(2), 206(4) AND 207 OF THE INVESTMENT ADVISERS ACT OF 1940("ADVISERS ACT") AND RULE 206(4)-7 THEREUNDER. THE ORDER FINDSTHAT, FROM SEPTEMBER 2010 THROUGH DECEMBER 2015, BCI, THEN ADUALLY-REGISTERED INVESTMENT ADVISER AND BROKER-DEALER,IMPROPERLY CHARGED CERTAIN ADVISORY CLIENTS OF ITS WEALTH ANDINVESTMENT MANAGEMENT BUSINESS, OVERCHARGING THEM ALMOST$50 MILLION IN ADVISORY FEES. FIRST, THE ORDER FINDS THAT, FROMSEPTEMBER 2010 THROUGH DECEMBER 2014, BCI FALSELYREPRESENTED TO ADVISORY CLIENTS THAT IT WAS PERFORMINGONGOING DUE DILIGENCE AND MONITORING OF CERTAIN THIRD-PARTYMANAGERS WHO MANAGED ADVISORY CLIENTS' ASSETS USING CERTAININVESTMENT STRATEGIES, WHEN BCI WAS NOT PERFORMING CERTAINDUE DILIGENCE. THE ORDER FINDS THAT, AS A RESULT, BCI IMPROPERLYCHARGED 2,050 CLIENT ACCOUNTS APPROXIMATELY $48 MILLION IN FEESFOR THOSE PROMISED SERVICES. SECOND, THE ORDER FINDS THAT,FROM JANUARY 2011 THROUGH MARCH 2015, BCI CHARGED 22,138 CLIENTACCOUNTS EXCESS FEES OF APPROXIMATELY $2 MILLION. THE ORDERADDITIONALLY FINDS THAT, FROM AT LEAST JANUARY 2010 THROUGHDECEMBER 2015, BCI DISADVANTAGED CERTAIN RETIREMENT PLAN ANDCHARITABLE ORGANIZATION BROKERAGE CUSTOMERS ("ELIGIBLECUSTOMERS") BY RECOMMENDING AND SELLING THEM MORE EXPENSIVEMUTUAL FUND SHARE CLASSES WHEN LESS EXPENSIVE SHARE CLASSESWERE AVAILABLE, WITHOUT DISCLOSING THAT BCI HAD A MATERIALCONFLICT OF INTEREST, I.E., THAT IT WOULD RECEIVE GREATERCOMPENSATION FROM THE ELIGIBLE CUSTOMERS' PURCHASES OF THEMORE EXPENSIVE SHARE CLASSES. IN ADDITION, THE ORDER FINDSTHAT BCI DID NOT DISCLOSE THAT THE PURCHASE OF THE MOREEXPENSIVE SHARE CLASSES WOULD NEGATIVELY IMPACT THE OVERALLRETURN ON THE ELIGIBLE CUSTOMERS' INVESTMENTS, IN LIGHT OF THEDIFFERENT FEE STRUCTURES FOR THE DIFFERENT FUND SHARECLASSES. BCI SOLD ITS WEALTH AND INVESTMENT MANAGEMENT,AMERICAS BUSINESS ("WIMA," FORMERLY KNOWN AS BARCLAYS WEALTHAMERICAS) IN DECEMBER 2015.


Resolution:


Sanction Details: THE ORDER REQUIRES BCI TO CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECURITIESACT SECTIONS 17(A)(2) AND 17(A)(3), AND ADVISERS ACT SECTIONS 206(2),206(4) AND 207 AND RULE 206(4)-7 THERE UNDER. IN ADDITION, THEORDER INCLUDES A CENSURE, UNDERTAKINGS, DISGORGEMENT OF$49,785,417, PREJUDGMENT INTEREST OF $13,752,242, A CIVIL MONEYPENALTY OF $30,000,000, AND VOLUNTARY REMEDIATION OF $3,504,285,WHICH WERE DEPOSITED INTO AN ESCROW ACCOUNT ON MAY 18, 2017.

Sanctions Ordered: Monetary/Fine $30,000,000.00Cease and Desist/Injunction

Order






Sanction Details: THE ORDER REQUIRES BCI TO CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECURITIESACT SECTIONS 17(A)(2) AND 17(A)(3), AND ADVISERS ACT SECTIONS 206(2),206(4) AND 207 AND RULE 206(4)-7 THERE UNDER. IN ADDITION, THEORDER INCLUDES A CENSURE, UNDERTAKINGS, DISGORGEMENT OF$49,785,417, PREJUDGMENT INTEREST OF $13,752,242, A CIVIL MONEYPENALTY OF $30,000,000, AND VOLUNTARY REMEDIATION OF $3,504,285,WHICH WERE DEPOSITED INTO AN ESCROW ACCOUNT ON MAY 18, 2017.

Firm Statement SOLELY FOR THE PURPOSE OF SETTLING THESE PROCEEDINGS, BCIENTERED INTO THE ORDER WITHOUT ADMITTING OR DENYING THEFINDINGS REFERRED TO IN THE ORDER. THE ALLEGATIONS,DISPOSITIONS, FINDINGS AND SANCTIONS ARE DESCRIBED ABOVE INITEMS 7 AND 12.

Disclosure 13 of 90

i


Allegations: SEC ADMIN RELEASE 34-80560, MAY 1, 2017: THE SECURITIES ANDEXCHANGE COMMISSION (COMMISSION) DEEMS IT APPROPRIATE AND INTHE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE PROCEEDINGS BE,AND HEREBY ARE, INSTITUTED PURSUANT TO SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934 (EXCHANGE ACT) AGAINSTBARCLAYS CAPITAL INC. (THE FIRM). THESE PROCEEDINGS ARISE OUT OFTHE FIRM'S FAILURE REASONABLY TO SUPERVISE TRADERS SO AS TOPREVENT AND DETECT VIOLATIONS OF ANTIFRAUD PROVISIONS OF THEFEDERAL SECURITIES LAWS IN CONNECTION WITH THE FIRM'SSECONDARY MARKET PURCHASES AND SALES OF CERTAIN BONDSKNOWN AS NON-AGENCY RESIDENTIAL MORTGAGE-BACKED SECURITIES(NON-AGENCY RMBS). THE TRADING THAT IS THE SUBJECT INVOLVEDINTRA-DAY PURCHASES AND SALES OF NON-AGENCY RMBS TO FIRMCUSTOMERS. TRADERS ON THE FIRM'S NON-AGENCY RMBS DESK,KNOWINGLY OR RECKLESSLY MADE FALSE OR MISLEADING STATEMENTSTO THE FIRM'S CUSTOMERS AND/OR CHARGED THE FIRM'S CUSTOMERSUNDISCLOSED EXCESSIVE MARK-UPS. THE FIRM HAD THE MEANS TOMONITOR COMMUNICATIONS FOR FALSE OR MISLEADING STATEMENTSBUT FAILED TO IDENTIFY THIS MISCONDUCT. IN ADDITION, THE FIRMFAILED REASONABLY TO DETECT AND REVIEW WHETHER ITS MARK-UPSFOR CERTAIN NON-AGENCY RMBS TRANSACTIONS WERE REASONABLE.THE FIRM MAINTAINED A COMPLIANCE SYSTEM THAT WAS DESIGNED TODETECT TRANSACTIONS WITH MARKUPS ABOVE A CERTAIN THRESHOLDFOR FURTHER REVIEW, BUT THAT SYSTEM WAS DEFECTIVE. AS A RESULT,THE FIRM DID NOT DETECT AND REVIEW EXCESSIVE MARK-UPS ON THEINTRA-DAY TRADES IN NON-AGENCY RMBS THAT ARE THE SUBJECT OFTHE ORDER. UNDER THE CIRCUMSTANCES DESCRIBED ABOVE, THE FIRMFAILED REASONABLY TO SUPERVISE FOR VIOLATIONS OF ANTIFRAUDPROVISIONS OF THE FEDERAL SECURITIES LAWS WITHIN THE MEANINGOF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT. IN CONSIDERING THECHARGES BROUGHT AND THE RELIEF IMPOSED IN THIS MATTER, THECOMMISSION HAS TAKEN INTO CONSIDERATION THE SIGNIFICANTCOOPERATION THAT THE FIRM HAS PROVIDED THROUGHOUT THEINVESTIGATION.









Other


N/A




Other Product Type(s): NON-AGENCY RESIDENTIAL MORTGAGE-BACKED SECURITIES

SEC ADMIN RELEASE 34-80560, MAY 1, 2017: THE SECURITIES ANDEXCHANGE COMMISSION (COMMISSION) DEEMS IT APPROPRIATE AND INTHE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE PROCEEDINGS BE,AND HEREBY ARE, INSTITUTED PURSUANT TO SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934 (EXCHANGE ACT) AGAINSTBARCLAYS CAPITAL INC. (THE FIRM). THESE PROCEEDINGS ARISE OUT OFTHE FIRM'S FAILURE REASONABLY TO SUPERVISE TRADERS SO AS TOPREVENT AND DETECT VIOLATIONS OF ANTIFRAUD PROVISIONS OF THEFEDERAL SECURITIES LAWS IN CONNECTION WITH THE FIRM'SSECONDARY MARKET PURCHASES AND SALES OF CERTAIN BONDSKNOWN AS NON-AGENCY RESIDENTIAL MORTGAGE-BACKED SECURITIES(NON-AGENCY RMBS). THE TRADING THAT IS THE SUBJECT INVOLVEDINTRA-DAY PURCHASES AND SALES OF NON-AGENCY RMBS TO FIRMCUSTOMERS. TRADERS ON THE FIRM'S NON-AGENCY RMBS DESK,KNOWINGLY OR RECKLESSLY MADE FALSE OR MISLEADING STATEMENTSTO THE FIRM'S CUSTOMERS AND/OR CHARGED THE FIRM'S CUSTOMERSUNDISCLOSED EXCESSIVE MARK-UPS. THE FIRM HAD THE MEANS TOMONITOR COMMUNICATIONS FOR FALSE OR MISLEADING STATEMENTSBUT FAILED TO IDENTIFY THIS MISCONDUCT. IN ADDITION, THE FIRMFAILED REASONABLY TO DETECT AND REVIEW WHETHER ITS MARK-UPSFOR CERTAIN NON-AGENCY RMBS TRANSACTIONS WERE REASONABLE.THE FIRM MAINTAINED A COMPLIANCE SYSTEM THAT WAS DESIGNED TODETECT TRANSACTIONS WITH MARKUPS ABOVE A CERTAIN THRESHOLDFOR FURTHER REVIEW, BUT THAT SYSTEM WAS DEFECTIVE. AS A RESULT,THE FIRM DID NOT DETECT AND REVIEW EXCESSIVE MARK-UPS ON THEINTRA-DAY TRADES IN NON-AGENCY RMBS THAT ARE THE SUBJECT OFTHE ORDER. UNDER THE CIRCUMSTANCES DESCRIBED ABOVE, THE FIRMFAILED REASONABLY TO SUPERVISE FOR VIOLATIONS OF ANTIFRAUDPROVISIONS OF THE FEDERAL SECURITIES LAWS WITHIN THE MEANINGOF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT. IN CONSIDERING THECHARGES BROUGHT AND THE RELIEF IMPOSED IN THIS MATTER, THECOMMISSION HAS TAKEN INTO CONSIDERATION THE SIGNIFICANTCOOPERATION THAT THE FIRM HAS PROVIDED THROUGHOUT THEINVESTIGATION.


Resolution:

Other Sanctions Ordered: UNDERTAKINGS, PREJUDGMENT INTEREST

Sanction Details: THE FIRM WAS ORDERED TO COMPLY WITH CERTAIN UNDERTAKINGS,CENSURED FOR FAILING REASONABLY TO SUPERVISE WITHIN THEMEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT, ORDERED TOPAY TO THE COMMISSION DISGORGEMENT OF $2,930,829 ANDPREJUDGMENT INTEREST OF $514,625 FOR THE TRANSACTIONS THATINVOLVED FALSE OR MISLEADING STATEMENTS MADE TO THE FIRM'SCUSTOMERS AND DISGORGEMENT OF $6,672,673 AND PREJUDGMENTINTEREST OF $1,591,916 FOR THE TRANSACTIONS THAT INVOLVED ONLYEXCESSIVE MARK-UPS CHARGED TO THE FIRM'S CUSTOMERS, AND THEFIRM SHALL PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $1,000,000TO THE COMMISSION.


No

Sanctions Ordered: CensureMonetary/Fine $1,000,000.00Disgorgement/Restitution

Order






THE FIRM WAS ORDERED TO COMPLY WITH CERTAIN UNDERTAKINGS,CENSURED FOR FAILING REASONABLY TO SUPERVISE WITHIN THEMEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT, ORDERED TOPAY TO THE COMMISSION DISGORGEMENT OF $2,930,829 ANDPREJUDGMENT INTEREST OF $514,625 FOR THE TRANSACTIONS THATINVOLVED FALSE OR MISLEADING STATEMENTS MADE TO THE FIRM'SCUSTOMERS AND DISGORGEMENT OF $6,672,673 AND PREJUDGMENTINTEREST OF $1,591,916 FOR THE TRANSACTIONS THAT INVOLVED ONLYEXCESSIVE MARK-UPS CHARGED TO THE FIRM'S CUSTOMERS, AND THEFIRM SHALL PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $1,000,000TO THE COMMISSION.

Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS, THEFIRM HAS SUBMITTED AN OFFER OF SETTLEMENT OF (OFFER), WHICHTHE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS HEREIN, EXCEPT AS TO THE COMMISSION'S JURISDICTIONOVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, WHICHARE ADMITTED, THE FIRM CONSENTS TO THE ENTRY OF THE ORDERINSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION15(B) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS,AND IMPOSING REMEDIAL SANCTIONS (ORDER). THE FIRM FAILEDREASONABLY TO SUPERVISE FOR VIOLATIONS OF ANTIFRAUDPROVISIONS OF THE FEDERAL SECURITIES LAWS WITHIN THE MEANINGOF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT. IN VIEW OF THEFOREGOING, THE COMMISSION DEEMS IT APPROPRIATE, IN THE PUBLICINTEREST, TO IMPOSE THE SANCTIONS AGREED TO IN THE FIRM'S OFFER.ACCORDINGLY, PURSUANT TO SECTION 15(B) OF THE EXCHANGE ACT, ITIS HEREBY ORDERED THAT THE FIRM SHALL COMPLY WITH CERTAINUNDERTAKINGS AND IS CENSURED FOR FAILING REASONABLY TOSUPERVISE WITHIN THE MEANING OF SECTION 15(B)(4)(E) OF THEEXCHANGE ACT. THE FIRM SHALL, WITHIN 180 DAYS OF THE ENTRY OFTHE ORDER, PAY TO THE COMMISSION DISGORGEMENT OF $2,930,829AND PREJUDGMENT INTEREST OF $514,625 FOR THE TRANSACTIONSTHAT INVOLVED FALSE OR MISLEADING STATEMENTS MADE TO THEFIRM'S CUSTOMERS AND DISGORGEMENT OF $6,672,673 ANDPREJUDGMENT INTEREST OF $1,591,916 FOR THE TRANSACTIONS THATINVOLVED ONLY EXCESSIVE MARK-UPS CHARGED TO THE FIRM'SCUSTOMERS. THE FIRM SHALL, WITHIN TEN DAYS OF THE ENTRY OF THEORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $1,000,000 TOTHE COMMISSION.


Allegations: ON MAY 1, 2017, BARCLAYS CAPITAL INC. ("BCI") ENTERED INTO ASETTLEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION("SEC") UNDER WHICH BCI CONSENTED TO THE ENTRY OF AN ORDER(THE "ORDER") FINDING BCI FAILED REASONABLY TO SUPERVISETRADERS SO AS TO PREVENT AND DETECT VIOLATIONS OF ANTIFRAUDPROVISIONS OF THE FEDERAL SECURITIES LAWS WITHIN THE MEANINGOF SECTION 15(B)(4)(E) OF THE SECURITIES EXCHANGE ACT OF 1934("EXCHANGE ACT") IN CONNECTION WITH BCI'S SECONDARY MARKETPURCHASES AND SALES OF CERTAIN BONDS KNOWN AS NON-AGENCYRESIDENTIAL MORTGAGE-BACKED SECURITIES ("NON-AGENCY RMBS").THE ORDER FINDS THAT THE TRADING THAT IS THE SUBJECT OF THEORDER TOOK PLACE FROM JUNE 2009 THROUGH DECEMBER 2012("RELEVANT PERIOD") AND INVOLVED INTRA-DAY PURCHASES AND SALESOF NON-AGENCY RMBS TO FIRM CUSTOMERS. THE ORDER FURTHERFINDS THAT, DURING THE RELEVANT PERIOD, TRADERS ON BCI'S NON-AGENCY RMBS DESK, KNOWINGLY OR RECKLESSLY MADE FALSE ORMISLEADING STATEMENTS TO BCI CUSTOMERS AND/OR CHARGED BCICUSTOMERS UNDISCLOSED EXCESSIVE MARK-UPS. THE ORDER ALSOFINDS THAT BCI HAD THE MEANS TO MONITOR COMMUNICATIONS FORFALSE OR MISLEADING STATEMENTS BUT FAILED TO IDENTIFY THISMISCONDUCT AND BCI FAILED REASONABLY TO DETECT AND REVIEWWHETHER ITS MARK-UPS FOR CERTAIN NON-AGENCY RMBSTRANSACTIONS WERE REASONABLE. THE ORDER FINDS THAT BCIMAINTAINED A COMPLIANCE SYSTEM DURING THE RELEVANT PERIODTHAT WAS DESIGNED TO DETECT TRANSACTIONS WITH MARK-UPS ABOVEA CERTAIN THRESHOLD FOR FURTHER REVIEW, BUT THAT SYSTEM WASDEFECTIVE. THE ORDER FINDS THAT, AS A RESULT, BCI DID NOT DETECTAND REVIEW EXCESSIVE MARK-UPS ON THE INTRA-DAY TRADES IN NON-AGENCY RMBS THAT ARE THE SUBJECT OF THE ORDER.











CENSURE, VOLUNTARY UNDERTAKINGS AND REMEDIATION


Docket/Case Number: SEC ADMINISTRATIVE PROCEEDING FILE NO. 17953


Other Product Type(s): NON-AGENCY RESIDENTIAL MORTGAGE-BACKED SECURITIES

ON MAY 1, 2017, BARCLAYS CAPITAL INC. ("BCI") ENTERED INTO ASETTLEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION("SEC") UNDER WHICH BCI CONSENTED TO THE ENTRY OF AN ORDER(THE "ORDER") FINDING BCI FAILED REASONABLY TO SUPERVISETRADERS SO AS TO PREVENT AND DETECT VIOLATIONS OF ANTIFRAUDPROVISIONS OF THE FEDERAL SECURITIES LAWS WITHIN THE MEANINGOF SECTION 15(B)(4)(E) OF THE SECURITIES EXCHANGE ACT OF 1934("EXCHANGE ACT") IN CONNECTION WITH BCI'S SECONDARY MARKETPURCHASES AND SALES OF CERTAIN BONDS KNOWN AS NON-AGENCYRESIDENTIAL MORTGAGE-BACKED SECURITIES ("NON-AGENCY RMBS").THE ORDER FINDS THAT THE TRADING THAT IS THE SUBJECT OF THEORDER TOOK PLACE FROM JUNE 2009 THROUGH DECEMBER 2012("RELEVANT PERIOD") AND INVOLVED INTRA-DAY PURCHASES AND SALESOF NON-AGENCY RMBS TO FIRM CUSTOMERS. THE ORDER FURTHERFINDS THAT, DURING THE RELEVANT PERIOD, TRADERS ON BCI'S NON-AGENCY RMBS DESK, KNOWINGLY OR RECKLESSLY MADE FALSE ORMISLEADING STATEMENTS TO BCI CUSTOMERS AND/OR CHARGED BCICUSTOMERS UNDISCLOSED EXCESSIVE MARK-UPS. THE ORDER ALSOFINDS THAT BCI HAD THE MEANS TO MONITOR COMMUNICATIONS FORFALSE OR MISLEADING STATEMENTS BUT FAILED TO IDENTIFY THISMISCONDUCT AND BCI FAILED REASONABLY TO DETECT AND REVIEWWHETHER ITS MARK-UPS FOR CERTAIN NON-AGENCY RMBSTRANSACTIONS WERE REASONABLE. THE ORDER FINDS THAT BCIMAINTAINED A COMPLIANCE SYSTEM DURING THE RELEVANT PERIODTHAT WAS DESIGNED TO DETECT TRANSACTIONS WITH MARK-UPS ABOVEA CERTAIN THRESHOLD FOR FURTHER REVIEW, BUT THAT SYSTEM WASDEFECTIVE. THE ORDER FINDS THAT, AS A RESULT, BCI DID NOT DETECTAND REVIEW EXCESSIVE MARK-UPS ON THE INTRA-DAY TRADES IN NON-AGENCY RMBS THAT ARE THE SUBJECT OF THE ORDER.


Resolution:


Sanction Details: THE ORDER CENSURED BCI FOR FAILING TO REASONABLY TO SUPERVISEWITHIN THE MEANING OF EXCHANGE ACT SECTION 15(B)(4)(E) ANDINCLUDES A CIVIL MONEY PENALTY OF $1,000,000, WHICH WAS PAID ONMAY 4, 2017. IN ADDITION, THE ORDER INCLUDES DISGORGEMENT OF$9,603,502, PREJUDGMENT INTEREST OF $2,106,541 AND VOLUNTARYUNDERTAKINGS AND REMEDIATION OF APPROXIMATELY $15,561,711,WHICH WILL BE DEPOSITED INTO A SEGREGATED ACCOUNT. THEPAYMENT OF THE REMEDIATION WILL SATISFY THE DISGORGEMENT ANDPREJUDGMENT INTEREST PAYMENTS.


Order






Sanction Details: THE ORDER CENSURED BCI FOR FAILING TO REASONABLY TO SUPERVISEWITHIN THE MEANING OF EXCHANGE ACT SECTION 15(B)(4)(E) ANDINCLUDES A CIVIL MONEY PENALTY OF $1,000,000, WHICH WAS PAID ONMAY 4, 2017. IN ADDITION, THE ORDER INCLUDES DISGORGEMENT OF$9,603,502, PREJUDGMENT INTEREST OF $2,106,541 AND VOLUNTARYUNDERTAKINGS AND REMEDIATION OF APPROXIMATELY $15,561,711,WHICH WILL BE DEPOSITED INTO A SEGREGATED ACCOUNT. THEPAYMENT OF THE REMEDIATION WILL SATISFY THE DISGORGEMENT ANDPREJUDGMENT INTEREST PAYMENTS.

Firm Statement SOLELY FOR THE PURPOSE OF SETTLING THESE PROCEEDINGS, BCIENTERED INTO THE ORDER WITHOUT ADMITTING OR DENYING THEFINDINGS REFERRED TO IN THE ORDER. THE ALLEGATIONS,DISPOSITIONS, FINDINGS AND SANCTIONS ARE DESCRIBED ABOVE INITEMS 7 AND 12.

Disclosure 14 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRM'SRISK MANAGEMENT CONTROLS AND SUPERVISORY PROCEDURESDURING THE REVIEW PERIOD WERE NOT REASONABLY DESIGNED TOCOMPLY WITH RULE 15C3-5 OF THE SECURITIES EXCHANGE ACT OF 1934.THE FIRM'S CONTROLS WERE INADEQUATE IN THAT: (A) A SOFT BLOCKPRICE CONTROL IN THE ORDER MANAGEMENT SYSTEM COULD BEINADVERTENTLY OVERRIDDEN WITHOUT ADDITIONAL SAFEGUARDS; AND(B) THE FIRM LACKED PRICE CONTROLS WITHIN A SMART ORDER ROUTERTO PREVENT THE ENTRY OF AN ERRONEOUS ORDER. ON MAY 22, 2014, AFIRM TRADER ENTERED AN ORDER INTO THE FIRM'S ORDERMANAGEMENT SYSTEM AFTER THE CLOSE AT 16:01:27 TO SELL SHORT 111SHARES OF A SECURITY WITH A LIMIT OF $15.27, EVEN THOUGH THESECURITY HAD CLOSED AT $31.23. THE TRADER RECEIVED A POP-UPALERT INFORMING THE TRADER THAT THE PRICE WAS 5% BELOW THELAST SALE, BUT HE INADVERTENTLY OVERRODE IT. THE ORDERRESULTED IN AN EXECUTION OF 100 SHARES AT $29.76 AND 11 SHARES AT$15.27 (51% BELOW THE LAST SALE). ON DECEMBER 8, 2015, A FIRMREGISTERED REPRESENTATIVE ENTERED A CLIENT ORDER IN ANOTHERSECURITY INTO THE FIRM'S ALGORITHMIC TRADING PLATFORM BEFORETHE MARKET OPEN. THE TRADING PLATFORM'S SMART ORDER ROUTERTHEN ROUTED THE ORDER TO NASDAQ USING A PEGGING LOGIC TOENTER AN ORDER TO SELL 300 SHARES OF THE SECURITY AT 9:30:00.495AT THE MIDPOINT, BASED ON NASDAQ'S PUBLISHED NATIONAL BEST BIDOR OFFER (NBBO) OF $8.67 X $90.00, WITH A LIMIT PRICE OF $0.0001 ASCOMPARED TO THE PREVIOUS DAY'S CLOSE OF $86.69. AS A RESULT, THEFIRM SOLD 100 SHARES OF THE SECURITY AT $84.69, 100 SHARES AT$84.34, AND 100 SHARES AT $49.335 (43% BELOW THE PREVIOUS CLOSE).THE $49.335 TRADE WAS CANCELLED BY NASDAQ. ALTHOUGH THETRADING PLATFORM HAD PRICE AND SIZE CONTROLS IN PLACE AT THETIME THE ORDER WAS ENTERED, THE ORDER WAS ROUTED WITH THESMART ORDER ROUTER USING THE PEGGED LOGIC AND THE ORDERMANAGEMENT CONTROLS WERE BYPASSED. THE SMART ORDER ROUTERDID NOT APPLY PRICE CONTROLS FOR ORDERS WITH PEGGEDINSTRUCTIONS. ACCORDINGLY, THE FIRM VIOLATED SEC RULE 15C3-5(B)AND 15C3-5(C)(1)(II), AND NASDAQ RULES 3010 AND 2010A.







Initiated By: NASDAQ STOCK MARKET







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRM'SRISK MANAGEMENT CONTROLS AND SUPERVISORY PROCEDURESDURING THE REVIEW PERIOD WERE NOT REASONABLY DESIGNED TOCOMPLY WITH RULE 15C3-5 OF THE SECURITIES EXCHANGE ACT OF 1934.THE FIRM'S CONTROLS WERE INADEQUATE IN THAT: (A) A SOFT BLOCKPRICE CONTROL IN THE ORDER MANAGEMENT SYSTEM COULD BEINADVERTENTLY OVERRIDDEN WITHOUT ADDITIONAL SAFEGUARDS; AND(B) THE FIRM LACKED PRICE CONTROLS WITHIN A SMART ORDER ROUTERTO PREVENT THE ENTRY OF AN ERRONEOUS ORDER. ON MAY 22, 2014, AFIRM TRADER ENTERED AN ORDER INTO THE FIRM'S ORDERMANAGEMENT SYSTEM AFTER THE CLOSE AT 16:01:27 TO SELL SHORT 111SHARES OF A SECURITY WITH A LIMIT OF $15.27, EVEN THOUGH THESECURITY HAD CLOSED AT $31.23. THE TRADER RECEIVED A POP-UPALERT INFORMING THE TRADER THAT THE PRICE WAS 5% BELOW THELAST SALE, BUT HE INADVERTENTLY OVERRODE IT. THE ORDERRESULTED IN AN EXECUTION OF 100 SHARES AT $29.76 AND 11 SHARES AT$15.27 (51% BELOW THE LAST SALE). ON DECEMBER 8, 2015, A FIRMREGISTERED REPRESENTATIVE ENTERED A CLIENT ORDER IN ANOTHERSECURITY INTO THE FIRM'S ALGORITHMIC TRADING PLATFORM BEFORETHE MARKET OPEN. THE TRADING PLATFORM'S SMART ORDER ROUTERTHEN ROUTED THE ORDER TO NASDAQ USING A PEGGING LOGIC TOENTER AN ORDER TO SELL 300 SHARES OF THE SECURITY AT 9:30:00.495AT THE MIDPOINT, BASED ON NASDAQ'S PUBLISHED NATIONAL BEST BIDOR OFFER (NBBO) OF $8.67 X $90.00, WITH A LIMIT PRICE OF $0.0001 ASCOMPARED TO THE PREVIOUS DAY'S CLOSE OF $86.69. AS A RESULT, THEFIRM SOLD 100 SHARES OF THE SECURITY AT $84.69, 100 SHARES AT$84.34, AND 100 SHARES AT $49.335 (43% BELOW THE PREVIOUS CLOSE).THE $49.335 TRADE WAS CANCELLED BY NASDAQ. ALTHOUGH THETRADING PLATFORM HAD PRICE AND SIZE CONTROLS IN PLACE AT THETIME THE ORDER WAS ENTERED, THE ORDER WAS ROUTED WITH THESMART ORDER ROUTER USING THE PEGGED LOGIC AND THE ORDERMANAGEMENT CONTROLS WERE BYPASSED. THE SMART ORDER ROUTERDID NOT APPLY PRICE CONTROLS FOR ORDERS WITH PEGGEDINSTRUCTIONS. ACCORDINGLY, THE FIRM VIOLATED SEC RULE 15C3-5(B)AND 15C3-5(C)(1)(II), AND NASDAQ RULES 3010 AND 2010A.


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $20,000 SHALLBE PAID TO NASDAQ FOR THE VIOLATIONS OF RULE 15C3-5 AND NASDAQRULES 3010 AND 2010A). ACCEPTANCE OF THIS AWC IS CONDITIONEDUPON ACCEPTANCE OF A SIMILAR AGREEMENT IN A RELATED MATTERBETWEEN THE FIRM AND BATS EDGA EXCHANGE, INC. AND BATS BZXEXCHANGE, INC. THE AGGREGATE SETTLEMENT AMOUNT ACROSS ALLMARKETS IS $105,000. THE BALANCE OF THE SANCTION WILL BE PAID TOBATS EDGA EXCHANGE, INC. AND BATS BZX EXCHANGE, INC.


No








THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $20,000 SHALLBE PAID TO NASDAQ FOR THE VIOLATIONS OF RULE 15C3-5 AND NASDAQRULES 3010 AND 2010A). ACCEPTANCE OF THIS AWC IS CONDITIONEDUPON ACCEPTANCE OF A SIMILAR AGREEMENT IN A RELATED MATTERBETWEEN THE FIRM AND BATS EDGA EXCHANGE, INC. AND BATS BZXEXCHANGE, INC. THE AGGREGATE SETTLEMENT AMOUNT ACROSS ALLMARKETS IS $105,000. THE BALANCE OF THE SANCTION WILL BE PAID TOBATS EDGA EXCHANGE, INC. AND BATS BZX EXCHANGE, INC.




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRM'SRISK MANAGEMENT CONTROLS AND SUPERVISORY PROCEDURESDURING THE REVIEW PERIOD WERE NOT REASONABLY DESIGNED TOCOMPLY WITH RULE 15C3-5 OF THE SECURITIES EXCHANGE ACT OF 1934.THE FIRM'S CONTROLS WERE INADEQUATE IN THAT: (A) A SOFT BLOCKPRICE CONTROL IN THE ORDER MANAGEMENT SYSTEM COULD BEINADVERTENTLY OVERRIDDEN WITHOUT ADDITIONAL SAFEGUARDS; AND(B) THE FIRM LACKED PRICE CONTROLS WITHIN A SMART ORDER ROUTERTO PREVENT THE ENTRY OF AN ERRONEOUS ORDER. ON MARCH 22, 2014,A FIRM TRADER ENTERED AN ORDER INTO THE FIRM'S ORDERMANAGEMENT SYSTEM AFTER THE CLOSE AT 16:01:27 TO SELL SHORT 111SHARES OF A SECURITY WITH A LIMIT OF $15.27, EVEN THOUGH THESECURITY HAD CLOSED AT $31.23. THE TRADER RECEIVED A POP-UPALERT INFORMING THE TRADER THAT THE PRICE WAS 5% BELOW THELAST SALE, BUT HE INADVERTENTLY OVERRODE IT. THE ORDERRESULTED IN AN EXECUTION OF 100 SHARES AT $29.76 AND 11 SHARES AT$15.27 (51% BELOW THE LAST SALE). ON DECEMBER 8, 2015, A FIRMREGISTERED REPRESENTATIVE ENTERED A CLIENT ORDER IN ANOTHERSECURITY INTO THE FIRM'S ALGORITHMIC TRADING PLATFORM BEFORETHE MARKET OPEN. THE TRADING PLATFORM'S SMART ORDER ROUTERTHEN ROUTED THE ORDER TO NASDAQ USING A PEGGING LOGIC TOENTER AN ORDER TO SELL 300 SHARES OF THE SECURITY AT 9:30:00.495AT THE MIDPOINT, BASED ON NASDAQ'S PUBLISHED NATIONAL BEST BIDOR OFFER (NBBO) OF $8.67 X $90.00, WITH A LIMIT PRICE OF $0.0001 ASCOMPARED TO THE PREVIOUS DAY'S CLOSE OF $86.69. AS A RESULT, THEFIRM SOLD 100 SHARES OF THE SECURITY AT $84.69, 100 SHARES AT$84.34, AND 100 SHARES AT $49.335 (43% BELOW THE PREVIOUS CLOSE).THE $49.335 TRADE WAS CANCELLED BY NASDAQ. ALTHOUGH THETRADING PLATFORM HAD PRICE AND SIZE CONTROLS IN PLACE AT THETIME THE ORDER WAS ENTERED, THE ORDER WAS ROUTED WITH THESMART ORDER ROUTER USING THE PEGGED LOGIC AND THE ORDERMANAGEMENT CONTROLS WERE BYPASSED. THE SMART ORDER ROUTERDID NOT APPLY PRICE CONTROLS FOR ORDERS WITH PEGGEDINSTRUCTIONS. ACCORDINGLY, THE FIRM VIOLATED SEC RULE 15C3-5(B)AND 15C3-5(C)(1)(II), AND NASDAQ RULES 3010 AND 2010A.














Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $20,000 SHALLBE PAID TO NASDAQ FOR THE VIOLATIONS OF RULE 15C3-5 AND NASDAQRULES 3010 AND 2010A). ACCEPTANCE OF THIS AWC IS CONDITIONEDUPON ACCEPTANCE OF A SIMILAR AGREEMENT IN A RELATED MATTERBETWEEN THE FIRM AND BATS EDGA EXCHANGE, INC. AND BATS BZXEXCHANGE, INC. THE AGGREGATE SETTLEMENT AMOUNT ACROSS ALLMARKETS IS $105,000. THE BALANCE OF THE SANCTION WILL BE PAID TOBATS EDGA EXCHANGE, INC. AND BATS BZX EXCHANGE, INC.



Disclosure 15 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRMFAILED TO HAVE A SYSTEM OF FOLLOW UP AND REVIEW, REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH ALL REGULATORYREQUIREMENTS. SPECIFICALLY, THE FIRM FAILED TO HAVE SUFFICIENTEXCEPTION REPORTS IN PLACE TO DETECT AND MONITOR FORPOTENTIALLY IMPROPER WASH SALE ACTIVITY. TO DETECT SUCHACTIVITY, THE FIRM RELIED UPON EXCEPTION REPORT PARAMETERSTHAT DID NOT ACCOUNT FOR FACTORS SUCH AS THE LIQUIDITY OF ANEQUITY, THE PRICE OF AN EQUITY OR THE PERCENTAGE OF A CLIENT'STRADING VOLUME ALLOCATED TO WASH SALES. ADDITIONALLY, THE FIRMDID NOT SUFFICIENTLY INVESTIGATE SUSPICIOUS WASH SALE ALERTS TODETERMINE WHETHER A CHANGE IN BENEFICIAL OWNERSHIP HADOCCURRED WITHIN A CLIENT'S ACCOUNT AND DID NOT ESCALATE ALERTSFOR SUPERVISORY REVIEW FOR MOST OF THE REVIEW PERIOD.ACCORDINGLY, THE FIRM VIOLATED RULE 15C3-5(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934, AND BATS EDGA EXCHANGE, INC.(EDGA) RULES 3.1 AND 5.1 DURING THE REVIEW PERIOD.







Initiated By: BATS EDGA EXCHANGE, INC.







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRMFAILED TO HAVE A SYSTEM OF FOLLOW UP AND REVIEW, REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH ALL REGULATORYREQUIREMENTS. SPECIFICALLY, THE FIRM FAILED TO HAVE SUFFICIENTEXCEPTION REPORTS IN PLACE TO DETECT AND MONITOR FORPOTENTIALLY IMPROPER WASH SALE ACTIVITY. TO DETECT SUCHACTIVITY, THE FIRM RELIED UPON EXCEPTION REPORT PARAMETERSTHAT DID NOT ACCOUNT FOR FACTORS SUCH AS THE LIQUIDITY OF ANEQUITY, THE PRICE OF AN EQUITY OR THE PERCENTAGE OF A CLIENT'STRADING VOLUME ALLOCATED TO WASH SALES. ADDITIONALLY, THE FIRMDID NOT SUFFICIENTLY INVESTIGATE SUSPICIOUS WASH SALE ALERTS TODETERMINE WHETHER A CHANGE IN BENEFICIAL OWNERSHIP HADOCCURRED WITHIN A CLIENT'S ACCOUNT AND DID NOT ESCALATE ALERTSFOR SUPERVISORY REVIEW FOR MOST OF THE REVIEW PERIOD.ACCORDINGLY, THE FIRM VIOLATED RULE 15C3-5(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934, AND BATS EDGA EXCHANGE, INC.(EDGA) RULES 3.1 AND 5.1 DURING THE REVIEW PERIOD.


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $75,000 SHALLBE PAID TO EDGA FOR THE VIOLATIONS OF RULE 15C3-5 AND EDGA RULES3.1 AND 5.1). ACCEPTANCE OF THIS AWC IS CONDITIONED UPONACCEPTANCE OF A SIMILARAGREEMENT IN RELATED MATTERS BETWEEN THE FIRM AND THE NASDAQSTOCK MARKET LLC AND BATS BZX EXCHANGE, INC. THE AGGREGATESETTLEMENT AMOUNT ACROSS ALL MARKETS IS $105,000.THE BALANCE OF THE SANCTION WILL BE PAID TO THE NASDAQ STOCKMARKET LLC AND BATS BZX EXCHANGE, INC.


No









Initiated By: BATS EDGA EXCHANGE, INC.







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRMFAILED TO HAVE A SYSTEM OF FOLLOW UP AND REVIEW, REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH RULE 15C3-5. SPECIFICALLY,THE FIRM FAILED TO HAVE SUFFICIENT EXCEPTION REPORTS IN PLACETO DETECT AND MONITOR FOR POTENTIALLY IMPROPER WASH SALEACTIVITY. TO DETECT SUCH ACTIVITY, THE FIRM RELIED UPON EXCEPTIONREPORT PARAMETERS THAT DID NOT ACCOUNT FOR FACTORS SUCH ASTHE LIQUIDITY OF AN EQUITY, THE PRICE OF AN EQUITY OR THEPERCENTAGE OF A CLIENT'S TRADING VOLUME ALLOCATED TO WASHSALES. ADDITIONALLY, THE FIRM DID NOT SUFFICIENTLY INVESTIGATESUSPICIOUS WASH SALE ALERTS TO DETERMINE WHETHER A CHANGE INBENEFICIAL OWNERSHIP HAD OCCURRED WITHIN A CLIENT'S ACCOUNTAND DID NOT ESCALATE ALERTS FOR SUPERVISORY REVIEW FOR MOSTOF THE REVIEW PERIOD. ACCORDINGLY, THE FIRM VIOLATED RULE 15C3-5(C)(2) OF THE SECURITIES EXCHANGE ACT OF 1934, AND BATS EDGAEXCHANGE, INC. (EDGA) RULES 3.1 AND 5.1 DURING THE REVIEW PERIOD.



Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $75,000 SHALLBE PAID TO EDGA FOR THE VIOLATIONS OF RULE 15C3-5 AND EDGA RULES3.1 AND 5.1). ACCEPTANCE OF THIS AWC IS CONDITIONED UPONACCEPTANCE OF A SIMILAR AGREEMENT IN RELATED MATTERS BETWEENTHE FIRM AND THE NASDAQ STOCK MARKET LLC AND BATS BZXEXCHANGE, INC. THE AGGREGATE SETTLEMENT AMOUNT ACROSS ALLMARKETS IS $105,000. THE BALANCE OF THE SANCTION WILL BE PAID TOTHE NASDAQ STOCK MARKET LLC AND BATS BZX EXCHANGE, INC.








THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $75,000 SHALLBE PAID TO EDGA FOR THE VIOLATIONS OF RULE 15C3-5 AND EDGA RULES3.1 AND 5.1). ACCEPTANCE OF THIS AWC IS CONDITIONED UPONACCEPTANCE OF A SIMILAR AGREEMENT IN RELATED MATTERS BETWEENTHE FIRM AND THE NASDAQ STOCK MARKET LLC AND BATS BZXEXCHANGE, INC. THE AGGREGATE SETTLEMENT AMOUNT ACROSS ALLMARKETS IS $105,000. THE BALANCE OF THE SANCTION WILL BE PAID TOTHE NASDAQ STOCK MARKET LLC AND BATS BZX EXCHANGE, INC.

Disclosure 16 of 90

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Initiated By: BATS BZX EXCHANGE, INC.






Other Product Type(s): UNSPECIFIED SECURITY

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRMLACKED ADEQUATE PRICE CONTROLS WITHIN A SMART ORDER ROUTER(SOR) TO PREVENT THE ENTRY OF AN ERRONEOUS ORDER. ON MAY 3,2012, AT APPROXIMATELY 9:32:21, THE FIRM ENTERED AN ORDER ON BATSBZX EXCHANGE, INC. (BZX) TO SELL A SECURITY AT PRICESSIGNIFICANTLY LOWER THAN THE NATIONAL BEST BID/OFFER. THE FIRM'SCLIENT ORIGINALLY SENT THE ORDER THROUGH THE FIRM'S ORDERMANAGEMENT SYSTEM (OMS) AS A MARKET ORDER. THE FIRM'S SORSUBSEQUENTLY CONVERTED THE PARENT MARKET ORDER INTO CHILDORDERS AT SPECIFIC LIMITS TO MULTIPLE EXCHANGES. ALTHOUGH THEFIRM'S OMS HAD A PRE-TRADE PRICE CONTROL IN PLACE, IT WASBYPASSED DUE TO THE FACT THAT THE CLIENT ENTERED THE PARENTORDER AS A MARKET ORDER. THE FIRM'S SOR ALSO HAD A PRE-TRADEPRICE CONTROL IN PLACE THAT WOULD HAVE PREVENTED THE CLEARLYERRONEOUS EVENT, BUT IT HAD BEEN DISABLED THE PREVIOUS DAY INORDER TO FIX A SOFTWARE ISSUE. THE PRICE CONTROL WAS BROUGHTBACK ONLINE ON A LIMITED BASIS ON MAY 4, 2012, AND IN FULL ON MAY 8,2012. UPON THE FILING OF A CLEARLY ERRONEOUS PETITION BY THEFIRM IN THE SECURITY, BZX CANCELED THE EXECUTION IN QUESTION.THE FIRM'S RISK MANAGEMENT CONTROLS DURING THE REVIEW PERIODWERE NOT REASONABLY DESIGNED TO COMPLY WITH RULE 15C3-5 OFTHE SECURITIES EXCHANGE ACT OF 1934. ACCORDINGLY, THE FIRMVIOLATED SEC RULES 15C3-5(B) AND 15C3-5(C)(1)(II), AND BZX RULES 3.1AND 5.1.









Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $10,000 SHALLBE PAID TO BZX). ACCEPTANCE OF THIS AWC IS CONDITIONED UPONACCEPTANCE OF A SIMILAR AGREEMENT IN A RELATED MATTER BETWEENTHE FIRM AND NASDAQ AND BATS EDGA EXCHANGE, INC. THEAGGREGATE SETTLEMENT AMOUNT ACROSS ALL MARKETS IS $105,000.THE DECISION BECAME FINAL ON MAY 4, 2017.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRMLACKED ADEQUATE PRICE CONTROLS WITHIN A SMART ORDER ROUTER(SOR) TO PREVENT THE ENTRY OF AN ERRONEOUS ORDER. ON MAY 3,2012, AT APPROXIMATELY 9:32:21, THE FIRM ENTERED AN ORDER ON BATSBZX EXCHANGE, INC. (BZX) TO SELL A SECURITY AT PRICESSIGNIFICANTLY LOWER THAN THE NATIONAL BEST BID/OFFER. THE FIRM'SCLIENT ORIGINALLY SENT THE ORDER THROUGH THE FIRM'S ORDERMANAGEMENT SYSTEM (OMS) AS A MARKET ORDER. THE FIRM'S SORSUBSEQUENTLY CONVERTED THE PARENT MARKET ORDER INTO CHILDORDERS AT SPECIFIC LIMITS TO MULTIPLE EXCHANGES. ALTHOUGH THEFIRM'S OMS HAD A PRE-TRADE PRICE CONTROL IN PLACE, IT WASBYPASSED DUE TO THE FACT THAT THE CLIENT ENTERED THE PARENTORDER AS A MARKET ORDER. THE FIRM'S SOR ALSO HAD A PRE-TRADEPRICE CONTROL IN PLACE THAT WOULD HAVE PREVENTED THE CLEARLYERRONEOUS EVENT, BUT IT HAD BEEN DISABLED THE PREVIOUS DAY INORDER TO FIX A SOFTWARE ISSUE. THE PRICE CONTROL WAS BROUGHTBACK ONLINE ON A LIMITED BASIS ON MAY 4, 2012, AND IN FULL ON MAY 8,2012. UPON THE FILING OF A CLEARLY ERRONEOUS PETITION BY THEFIRM IN THE SECURITY, BZX CANCELLED THE EXECUTION IN QUESTION.THE FIRM'S RISK MANAGEMENT CONTROLS DURING THE REVIEW PERIODWERE NOT REASONABLY DESIGNED TO COMPLY WITH RULE 15C3-5 OFTHE SECURITIES EXCHANGE ACT OF 1934. ACCORDINGLY, THE FIRMVIOLATED SEC RULES 15C3-5(B) AND 15C3-5(C)(1)(II), AND BZX RULES 3.1AND 5.1.







Initiated By: BATS BZX EXCHANGE, INC.







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRMLACKED ADEQUATE PRICE CONTROLS WITHIN A SMART ORDER ROUTER(SOR) TO PREVENT THE ENTRY OF AN ERRONEOUS ORDER. ON MAY 3,2012, AT APPROXIMATELY 9:32:21, THE FIRM ENTERED AN ORDER ON BATSBZX EXCHANGE, INC. (BZX) TO SELL A SECURITY AT PRICESSIGNIFICANTLY LOWER THAN THE NATIONAL BEST BID/OFFER. THE FIRM'SCLIENT ORIGINALLY SENT THE ORDER THROUGH THE FIRM'S ORDERMANAGEMENT SYSTEM (OMS) AS A MARKET ORDER. THE FIRM'S SORSUBSEQUENTLY CONVERTED THE PARENT MARKET ORDER INTO CHILDORDERS AT SPECIFIC LIMITS TO MULTIPLE EXCHANGES. ALTHOUGH THEFIRM'S OMS HAD A PRE-TRADE PRICE CONTROL IN PLACE, IT WASBYPASSED DUE TO THE FACT THAT THE CLIENT ENTERED THE PARENTORDER AS A MARKET ORDER. THE FIRM'S SOR ALSO HAD A PRE-TRADEPRICE CONTROL IN PLACE THAT WOULD HAVE PREVENTED THE CLEARLYERRONEOUS EVENT, BUT IT HAD BEEN DISABLED THE PREVIOUS DAY INORDER TO FIX A SOFTWARE ISSUE. THE PRICE CONTROL WAS BROUGHTBACK ONLINE ON A LIMITED BASIS ON MAY 4, 2012, AND IN FULL ON MAY 8,2012. UPON THE FILING OF A CLEARLY ERRONEOUS PETITION BY THEFIRM IN THE SECURITY, BZX CANCELLED THE EXECUTION IN QUESTION.THE FIRM'S RISK MANAGEMENT CONTROLS DURING THE REVIEW PERIODWERE NOT REASONABLY DESIGNED TO COMPLY WITH RULE 15C3-5 OFTHE SECURITIES EXCHANGE ACT OF 1934. ACCORDINGLY, THE FIRMVIOLATED SEC RULES 15C3-5(B) AND 15C3-5(C)(1)(II), AND BZX RULES 3.1AND 5.1.


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $105,000 (OF WHICH $10,000 SHALLBE PAID TO BZX). ACCEPTANCE OF THIS AWC IS CONDITIONED UPONACCEPTANCE OF A SIMILAR AGREEMENT IN A RELATED MATTER BETWEENTHE FIRM AND NASDAQ AND BATS EDGA EXCHANGE, INC. THEAGGREGATE SETTLEMENT AMOUNT ACROSS ALL MARKETS IS $105,000.THE DECISION BECAME FINAL ON MAY 4, 2017.



Disclosure 17 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THETIME REQUIRED BY FINRA RULE 6730(A). THE FINDINGS STATED THAT THEFIRM FAILED TO REPORT TO TRACE THE CORRECT CONTRA-PARTY'SIDENTIFIER IN TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES, AND FAILED TO REPORT TO TRACE THE CORRECT MARKETIDENTIFIER IN TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES.







Initiated By: FINRA






Other Product Type(s): SECURITIZED PRODUCTS; AGENCY DEBT SECURITIES

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THETIME REQUIRED BY FINRA RULE 6730(A). THE FINDINGS STATED THAT THEFIRM FAILED TO REPORT TO TRACE THE CORRECT CONTRA-PARTY'SIDENTIFIER IN TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES, AND FAILED TO REPORT TO TRACE THE CORRECT MARKETIDENTIFIER IN TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES.


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $40,000. FINES PAID IN FULL ON12/12/16.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING APRIL1, 2015 THROUGH SEPTEMBER 30, 2015, IT FAILED TO REPORT TO THETRADE REPORTING AND COMPLIANCE ENGINE (TRACE) 194TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THETIME REQUIRED BY FINRA RULE 6730(A). THE FINDINGS ALSO STATEDTHAT DURING THE PERIOD APRIL 1, 2015 THROUGH SEPTEMBER 30, 2015,THE FIRM FAILED TO REPORT TO TRACE THE CORRECT CONTRA-PARTY'SIDENTIFIER IN 50 TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES, AND FAILED TO REPORT TO TRACE THE CORRECT MARKETIDENTIFIER IN 5 TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES.








Initiated By: FINRA






Other Product Type(s): SECURITIZED PRODUCTS; AGENCY DEBT SECURITIES

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING APRIL1, 2015 THROUGH SEPTEMBER 30, 2015, IT FAILED TO REPORT TO THETRADE REPORTING AND COMPLIANCE ENGINE (TRACE) 194TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THETIME REQUIRED BY FINRA RULE 6730(A). THE FINDINGS ALSO STATEDTHAT DURING THE PERIOD APRIL 1, 2015 THROUGH SEPTEMBER 30, 2015,THE FIRM FAILED TO REPORT TO TRACE THE CORRECT CONTRA-PARTY'SIDENTIFIER IN 50 TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES, AND FAILED TO REPORT TO TRACE THE CORRECT MARKETIDENTIFIER IN 5 TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBTSECURITIES.


Resolution:





Disclosure 18 of 90

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Allegations: CFTC RELEASE PR7419-16/ AUGUST 4, 2016: THE COMMODITY FUTURESTRADING COMMISSION (COMMISSION) HAS REASON TO BELIEVE THATBARCLAYS CAPITAL, INC. (THE FIRM) HAS VIOLATED COMMISSIONREGULATION 166.3, 17 C.F.R. § 166.3 (2015). THEREFORE, THECOMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THATPUBLIC ADMINISTRATIVE PROCEEDINGS BE, AND HEREBY ARE,INSTITUTED TO DETERMINE WHETHER BARCLAYS HAS ENGAGED IN THEVIOLATIONS AS SET FORTH HEREIN AND TO DETERMINE WHETHER ANYORDER SHOULD BE ISSUED IMPOSING REMEDIAL SANCTIONS. THECOMMISSION FINDS THAT THE FIRM FAILED TO DILIGENTLY SUPERVISEITS OFFICERS', EMPLOYEES', AND AGENTS' PROCESSING OF EXCHANGEAND CLEARING FEES IT CHARGED CERTAIN CUSTOMERS, IN VIOLATIONOF REGULATION 166.3, 17 C.F.R. § 166.3 (2015). IN ACCEPTING THE FIRM'SOFFER, THE COMMISSION RECOGNIZES THE FIRM'S SIGNIFICANTCOOPERATION DURING THE CFTC'S DIVISION OF ENFORCEMENT'SINVESTIGATION OF THIS MATTER, WHICH INCLUDED PROVIDINGIMPORTANT INFORMATION AND ANALYSIS TO THE DIVISION THAT HELPEDTHE DIVISION EFFICIENTLY AND EFFECTIVELY UNDERTAKE ITSINVESTIGATION.








Initiated By: COMMODITY FUTURES TRADING COMMISSION


Other


N/A



Principal Product Type: No Product


CFTC RELEASE PR7419-16/ AUGUST 4, 2016: THE COMMODITY FUTURESTRADING COMMISSION (COMMISSION) HAS REASON TO BELIEVE THATBARCLAYS CAPITAL, INC. (THE FIRM) HAS VIOLATED COMMISSIONREGULATION 166.3, 17 C.F.R. § 166.3 (2015). THEREFORE, THECOMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THATPUBLIC ADMINISTRATIVE PROCEEDINGS BE, AND HEREBY ARE,INSTITUTED TO DETERMINE WHETHER BARCLAYS HAS ENGAGED IN THEVIOLATIONS AS SET FORTH HEREIN AND TO DETERMINE WHETHER ANYORDER SHOULD BE ISSUED IMPOSING REMEDIAL SANCTIONS. THECOMMISSION FINDS THAT THE FIRM FAILED TO DILIGENTLY SUPERVISEITS OFFICERS', EMPLOYEES', AND AGENTS' PROCESSING OF EXCHANGEAND CLEARING FEES IT CHARGED CERTAIN CUSTOMERS, IN VIOLATIONOF REGULATION 166.3, 17 C.F.R. § 166.3 (2015). IN ACCEPTING THE FIRM'SOFFER, THE COMMISSION RECOGNIZES THE FIRM'S SIGNIFICANTCOOPERATION DURING THE CFTC'S DIVISION OF ENFORCEMENT'SINVESTIGATION OF THIS MATTER, WHICH INCLUDED PROVIDINGIMPORTANT INFORMATION AND ANALYSIS TO THE DIVISION THAT HELPEDTHE DIVISION EFFICIENTLY AND EFFECTIVELY UNDERTAKE ITSINVESTIGATION.


Resolution:

Other Sanctions Ordered: POST JUDGMENT INTEREST AND UNDERTAKINGS.

Sanction Details: THE FIRM SHALL CEASE AND DESIST FROM VIOLATING COMMISSIONREGULATION 166.3, 17 C.F.R. § 166.3 (2015), SHALL PAY A CIVIL MONETARYPENALTY IN THE AMOUNT OF $800,000, PLUS POST-JUDGMENT INTEREST,AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THEORDER.

Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF THIS ADMINISTRATIVEPROCEEDING, THE FIRM HAS SUBMITTED AN OFFER OF SETTLEMENT(OFFER), WHICH THE COMMISSION HAS DETERMINED TO ACCEPT.WITHOUT ADMITTING OR DENYING ANY OF THE FINDINGS ORCONCLUSIONS HEREIN, THE FIRM CONSENTS TO THE ENTRY OF THISORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTIONS 6(C) AND6(D) OF THE COMMODITY EXCHANGE ACT, MAKING FINDINGS ANDIMPOSING REMEDIAL SANCTIONS (ORDER) AND ACKNOWLEDGESSERVICE OF THIS ORDER. BASED ON THE FOREGOING, THE COMMISSIONFINDS DURING THE RELEVANT PERIOD THE FIRM VIOLATED COMMISSIONREGULATION 166.3, 17 C.F.R. § 166.3 (2015). ACCORDINGLY, IT IS HEREBYORDERED THAT THE FIRM SHALL CEASE AND DESIST FROM VIOLATINGCOMMISSION REGULATION 166.3, 17 C.F.R. § 166.3 (2015); SHALL PAY ACIVIL MONETARY PENALTY IN THE AMOUNT OF $800,000, PLUS POST-JUDGMENT INTEREST; AND SHALL COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE ORDER.


No

Sanctions Ordered: Monetary/Fine $800,000.00Cease and Desist/Injunction

Order





www.finra.org/brokercheck User GuidanceIN ANTICIPATION OF THE INSTITUTION OF THIS ADMINISTRATIVEPROCEEDING, THE FIRM HAS SUBMITTED AN OFFER OF SETTLEMENT(OFFER), WHICH THE COMMISSION HAS DETERMINED TO ACCEPT.WITHOUT ADMITTING OR DENYING ANY OF THE FINDINGS ORCONCLUSIONS HEREIN, THE FIRM CONSENTS TO THE ENTRY OF THISORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTIONS 6(C) AND6(D) OF THE COMMODITY EXCHANGE ACT, MAKING FINDINGS ANDIMPOSING REMEDIAL SANCTIONS (ORDER) AND ACKNOWLEDGESSERVICE OF THIS ORDER. BASED ON THE FOREGOING, THE COMMISSIONFINDS DURING THE RELEVANT PERIOD THE FIRM VIOLATED COMMISSIONREGULATION 166.3, 17 C.F.R. § 166.3 (2015). ACCORDINGLY, IT IS HEREBYORDERED THAT THE FIRM SHALL CEASE AND DESIST FROM VIOLATINGCOMMISSION REGULATION 166.3, 17 C.F.R. § 166.3 (2015); SHALL PAY ACIVIL MONETARY PENALTY IN THE AMOUNT OF $800,000, PLUS POST-JUDGMENT INTEREST; AND SHALL COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE ORDER.




Other


NA





Allegations: BARCLAYS CAPITAL INC. CONSENTS TO A FINDING THAT BARCLAYSVIOLATED COMMISSION REGULATION 166.3, 17 CFR 166.3 (2015) ANDAGREED TO PAY A PENALTY OF CIVIL MONETARY PENALTY OF $800,000.SPECIFICALLY, THE CFTC FOUND THAT FROM JANUARY 2011 THROUGHAPRIL 2015, BARCLAYS FAILED TO DILIGENTLY SUPERVISE ITS OFFICERS',EMPLOYEES' AND AGENTS' PROCESSING OF EXCHANGE AND CLEARINGFEES IT CHARGED CERTAIN CUSTOMERS.



Resolution:

Other Sanctions Ordered: POST JUDGMENT INTEREST AND UNDERTAKINGS.



Order







Disclosure 19 of 90

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Initiated By: FINRA






Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT SEVERALSYSTEMS ISSUES AT THE FIRM GAVE RISE TO APPROXIMATELY 3.6 BILLIONORDER AUDIT TRAIL SYSTEM (OATS) REPORTING VIOLATIONS. THEFINDINGS STATED THAT THE SYSTEMS ISSUES IMPACTED UP TO THREEPERCENT OF ALL REPORTABLE ORDER EVENTS (ROES) THE FIRM WASREQUIRED TO TRANSMIT TO OATS. SPECIFICALLY, THE SYSTEMS ISSUESCAUSED THE FIRM TO REPORT TO OATS APPROXIMATELY 3.3 BILLIONINACCURATE OR INCOMPLETE ROES WHICH INCLUDED OMITTINGSPECIAL HANDLING CODES, INACCURATE TIMESTAMPS, INACCURATEEXECUTION QUANTITIES, DUPLICATE OR ERRONEOUS REPORTS, ANDINACCURATE MEMBER TYPE CODES. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO REPORT TO OATS APPROXIMATELY 332 MILLIONROES WHICH INCLUDED CANCEL REPORTS, ROUTE REPORTS, DESKREPORTS, AND EXECUTION REPORTS. AS A RESULT, THE FIRM'STRANSMISSION OF INACCURATE OR INCOMPLETE ROES AND ITS FAILURETO TRANSMIT ROES TO OATS CAUSED THE AUDIT TRAIL TO BEINACCURATE. THE FINDINGS ALSO INCLUDED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOTHE APPLICABLE SECURITIES LAWS AND REGULATIONS, AND THE RULESOF FINRA, CONCERNING OATS REPORTING. THE FIRM FAILED TOESTABLISH SUPERVISORY PROCEDURES THAT WERE REASONABLYDESIGNED TO ENSURE THAT THE FIRM'S SUBMISSIONS TO OATS WEREACCURATE AND COMPLETE IN COMPARISON TO ITS TRADE RECORDS.










Resolution:

Other Sanctions Ordered: UNDERTAKINGS

Sanction Details: THE FIRM WAS CENSURED, FINED $1,300,000, UNDERTAKES TO REVISE ITSSUPERVISORY SYSTEM, INCLUDING, BUT NOT LIMITED TO, ITS WRITTENSUPERVISORY PROCEDURES (WSPS) WITH RESPECT TO THE AREAS INTHE AWC, AND UNDERTAKES TO PROVIDE A WRITTEN REPORT TO FINRA,WITHIN 180 DAYS AFTER THE DATE OF THE AWC, REGARDING THEIMPLEMENTATION AND PERFORMANCE (TO DATE) OF ITS REVISIONS TOITS SUPERVISORY SYSTEM; THE STEPS TAKEN BY SUPERVISORYPERSONNEL TO REVIEW FOR COMPLIANCE WITH OATS REPORTINGREQUIREMENTS AND THE RESULTS OF SUCH SUPERVISORY REVIEWS;TRAINING; AND MODIFICATIONS OR RECOMMENDATIONS FOR FURTHERIMPROVEMENTS TO THE FIRM'S SYSTEM. IN DETERMINING TO RESOLVETHIS MATTER IN THE MANNER SET FORTH HEREIN, AND IN DETERMININGTHE APPROPRIATE MONETARY SANCTION, THE STAFF TOOK INTOCONSIDERATION THE FIRM'S SELF-REPORTING OF THE OATS VIOLATIONSAND REMEDIAL STEPS TAKEN BY THE FIRM, INCLUDING ENHANCEMENTSTO SOME OF ITS SUPERVISORY SYSTEMS. FINE PAID IN FULL ON AUGUST12, 2016.


No

Sanctions Ordered: CensureMonetary/Fine $1,300,000.00



Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT SEVERALSYSTEMS ISSUES AT THE FIRM, DURING VARYING TIMES FRAMESBETWEEN 2008 AND 2016, GAVE RISE TO APPROXIMATELY 3.6 BILLIONORDER AUDIT TRAIL SYSTEM (OATS) REPORTING VIOLATIONS. THEFINDINGS STATED THAT THE SYSTEMS ISSUES IMPACTED UP TO THREEPERCENT OF ALL REPORTABLE ORDER EVENTS (ROES) THE FIRM WASREQUIRED TO TRANSMIT TO OATS. SPECIFICALLY, THE SYSTEMS ISSUESCAUSED THE FIRM TO REPORT TO OATS APPROXIMATELY 3.3 BILLIONINACCURATE OR INCOMPLETE ROES WHICH INCLUDED OMITTINGSPECIAL HANDLING CODES, INACCURATE TIME STAMPS, INACCURATEEXECUTION QUANTITIES, DUPLICATE OR ERRONEOUS REPORTS, ANDINACCURATE MEMBER TYPE CODES. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO REPORT TO OATS APPROXIMATELY 332 MILLIONROES WHICH INCLUDED CANCEL REPORTS, ROUTE REPORTS, DESKREPORTS, AND EXECUTION REPORTS.THE FINDINGS ALSO INCLUDED THAT THE FIRM'S SUPERVISORY SYSTEMDID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIESLAWS AND REGULATIONS, AND THE RULES OF FINRA, CONCERNING OATSREPORTING.







Initiated By: FINRA







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT SEVERALSYSTEMS ISSUES AT THE FIRM, DURING VARYING TIMES FRAMESBETWEEN 2008 AND 2016, GAVE RISE TO APPROXIMATELY 3.6 BILLIONORDER AUDIT TRAIL SYSTEM (OATS) REPORTING VIOLATIONS. THEFINDINGS STATED THAT THE SYSTEMS ISSUES IMPACTED UP TO THREEPERCENT OF ALL REPORTABLE ORDER EVENTS (ROES) THE FIRM WASREQUIRED TO TRANSMIT TO OATS. SPECIFICALLY, THE SYSTEMS ISSUESCAUSED THE FIRM TO REPORT TO OATS APPROXIMATELY 3.3 BILLIONINACCURATE OR INCOMPLETE ROES WHICH INCLUDED OMITTINGSPECIAL HANDLING CODES, INACCURATE TIME STAMPS, INACCURATEEXECUTION QUANTITIES, DUPLICATE OR ERRONEOUS REPORTS, ANDINACCURATE MEMBER TYPE CODES. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO REPORT TO OATS APPROXIMATELY 332 MILLIONROES WHICH INCLUDED CANCEL REPORTS, ROUTE REPORTS, DESKREPORTS, AND EXECUTION REPORTS.THE FINDINGS ALSO INCLUDED THAT THE FIRM'S SUPERVISORY SYSTEMDID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIESLAWS AND REGULATIONS, AND THE RULES OF FINRA, CONCERNING OATSREPORTING.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $1,300,000, UNDERTAKES TO REVISE ITSSUPERVISORY SYSTEM, INCLUDING, BUT NOT LIMITED TO, ITS WRITTENSUPERVISORY PROCEDURES (WSPS) WITH RESPECT TO THE AREAS INTHE AWC, AND UNDERTAKES TO PROVIDE A WRITTEN REPORT TO FINRA,WITHIN 180 DAYS AFTER THE DATE OF THE AWC, REGARDING THEIMPLEMENTATION AND PERFORMANCE (TO DATE) OF ITS REVISIONS TOITS SUPERVISORY SYSTEM. IN DETERMINING TO RESOLVE THIS MATTERIN THE MANNER SET FORTH HEREIN, AND IN DETERMINING THEAPPROPRIATE MONETARY SANCTION, THE STAFF TOOK INTOCONSIDERATION THE FIRM'S SELF-REPORTING OF THE OATS VIOLATIONSAND REMEDIAL STEPS TAKEN BY THE FIRM, INCLUDING ENHANCEMENTSTO SOME OF ITS SUPERVISORY SYSTEMS.









THE FIRM WAS CENSURED, FINED $1,300,000, UNDERTAKES TO REVISE ITSSUPERVISORY SYSTEM, INCLUDING, BUT NOT LIMITED TO, ITS WRITTENSUPERVISORY PROCEDURES (WSPS) WITH RESPECT TO THE AREAS INTHE AWC, AND UNDERTAKES TO PROVIDE A WRITTEN REPORT TO FINRA,WITHIN 180 DAYS AFTER THE DATE OF THE AWC, REGARDING THEIMPLEMENTATION AND PERFORMANCE (TO DATE) OF ITS REVISIONS TOITS SUPERVISORY SYSTEM. IN DETERMINING TO RESOLVE THIS MATTERIN THE MANNER SET FORTH HEREIN, AND IN DETERMINING THEAPPROPRIATE MONETARY SANCTION, THE STAFF TOOK INTOCONSIDERATION THE FIRM'S SELF-REPORTING OF THE OATS VIOLATIONSAND REMEDIAL STEPS TAKEN BY THE FIRM, INCLUDING ENHANCEMENTSTO SOME OF ITS SUPERVISORY SYSTEMS.

Disclosure 20 of 90

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Initiated By: CHICAGO BOARD OPTIONS EXCHANGE





Docket/Case Number: 16-0015/ 20150459554



Allegations: BARCLAYS CAPITAL INC., AN EXCHANGE TPH ORGANIZATION, WASCENSURED AND FINED $7,500 FOR ENTERING NUMEROUS RESERVEORDERS IN AN OPTIONS CLASS FOR WHICH RESERVE ORDERS WERENOT PERMITTED. (EXCHANGE RULE 6.53 - CERTAIN TYPES OF ORDERSDEFINED)



Resolution:


Sanction Details: A $7,500 FINE AND A CENSURE.


Consent


Allegations: THE BUSINESS CONDUCT COMMITTEE OF THE CHICAGO BOARD OPTIONSEXCHANGE ("CBOE") ACCEPTED THE LETTER OF CONSENT IN WHICH THEFIRM CONSENTED TO FINDINGS, WITHOUT ADMITTING OR DENYING THATA VIOLATION OF THE EXCHANGE RULES HAS BEEN COMMITTED, THATFROM MAY 5, 2011 THROUGH MAY 22, 2015, THE FIRM ENTEREDNUMEROUS RESERVE ORDERS IN AN OPTIONS CLASS FOR WHICHRESERVE ORDERS WERE NOT PERMITTED.







Initiated By: CBOE







THE BUSINESS CONDUCT COMMITTEE OF THE CHICAGO BOARD OPTIONSEXCHANGE ("CBOE") ACCEPTED THE LETTER OF CONSENT IN WHICH THEFIRM CONSENTED TO FINDINGS, WITHOUT ADMITTING OR DENYING THATA VIOLATION OF THE EXCHANGE RULES HAS BEEN COMMITTED, THATFROM MAY 5, 2011 THROUGH MAY 22, 2015, THE FIRM ENTEREDNUMEROUS RESERVE ORDERS IN AN OPTIONS CLASS FOR WHICHRESERVE ORDERS WERE NOT PERMITTED.


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $7500.00



Disclosure 21 of 90

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Initiated By: FINRA






Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOPROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER ITSCORRECT CAPACITY IN THE TRANSACTION. THE FINDINGS STATED THATTHE FIRM FAILED TO MAKE, KEEP, AND PRESERVE TRANSACTIONCONFIRMATIONS FOR INSTITUTIONAL CUSTOMERS.











Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $22,500. FINE PAID IN FULL ON JULY7, 2016.


No




Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED, ONEIGHT OCCASIONS,TO PROVIDE WRITTEN NOTIFICATION DISCLOSING TOITS CUSTOMER ITS CORRECT CAPACITY IN THE TRANSACTION AND THATIT FAILED TO MAKE, KEEP, AND PRESERVE TRANSACTIONCONFIRMATIONS FOR UP TO 33 INSTITUTIONAL CUSTOMERS.









Resolution:





Disclosure 22 of 90

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Initiated By: FINRA





Principal Product Type: Equity Listed (Common & Preferred Stock)


Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT APROGRAMMING ERROR IN A FIRM ALGORITHM CAUSED IT TO SPLICE16,665 PARENT SHORT SALE ORDERS INTO 2,940,022 CHILD ORDERSMARKED AS LONG SALES. AS A RESULT, THE FIRM ROUTED 2,940,022SHORT SALE ORDERS AND FAILED TO PROPERLY MARK THE ORDERS ASSHORT, AND ITS WRITTEN SUPERVISORY PROCEDURES DID NOT PROVIDEFOR SUPERVISION DESIGNED TO ENSURE THAT THE RELEVANTALGORITHM MARKED ORDERS IN COMPLIANCE WITH SEC RULE 200(G).THE FINDINGS STATED THAT THE FIRM EXECUTED 777,217 SHORT EXEMPTTRANSACTIONS AND REPORTED EACH OF THOSE TRANSACTIONS ASNON-EXEMPT SHORT SALES IN NON-TAPE REPORTS TO THE TRADEREPORTING FACILITY, AND ITS WRITTEN SUPERVISORY PROCEDURES DIDNOT PROVIDE FOR SUPERVISION DESIGNED TO ENSURE THAT SHORTEXEMPT TRANSACTIONS RECEIVED FROM ITS BROKER-DEALER CLIENTSWERE ACCURATELY REPORTED.


Resolution: Acceptance, Waiver & Consent(AWC)









Sanction Details: THE FIRM WAS CENSURED, FINED $600,000, AND UNDERTAKES TO REVISEITS SUPERVISORY SYSTEM, INCLUDING, BUT NOT LIMITED TO, ITSWRITTEN SUPERVISORY PROCEDURES.

FINE PAID IN FULL ON JUNE 6, 2016.


No



Initiated By: FINRA





Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT APROGRAMMING ERROR IN A FIRM ALGORITHM CAUSED IT TO SPLICE16,665 PARENT SHORT SALE ORDERS INTO 2,940,022 CHILD ORDERSMARKED AS LONG SALES. AS A RESULT, THE FIRM ROUTED 2,940,022SHORT SALE ORDERS AND FAILED TO PROPERLY MARK THE ORDERS ASSHORT, AND ITS WRITTEN SUPERVISORY PROCEDURES DID NOT PROVIDEFOR SUPERVISION DESIGNED TO ENSURE THAT THE RELEVANTALGORITHM MARKED ORDERS IN COMPLIANCE WITH SEC RULE 200(G).THE FINDINGS STATED THAT THE FIRM EXECUTED 777,217 SHORT EXEMPTTRANSACTIONS AND REPORTED EACH OF THOSE TRANSACTIONS ASNON-EXEMPT SHORT SALES IN NON-TAPE REPORTS TO THE TRADEREPORTING FACILITY, AND ITS WRITTEN SUPERVISORY PROCEDURES DIDNOT PROVIDE FOR SUPERVISION DESIGNED TO ENSURE THAT SHORTEXEMPT TRANSACTIONS RECEIVED FROM ITS BROKER-DEALER CLIENTSWERE ACCURATELY REPORTED.












Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $600,000, AND UNDERTAKES TO REVISEITS SUPERVISORY SYSTEM, INCLUDING, BUT NOT LIMITED TO, ITSWRITTEN SUPERVISORY PROCEDURES.



Disclosure 23 of 90

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Allegations: SEC ADMIN RELEASES 33-10016; 34-77018; FEBRUARY 2, 2016: THESECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE ANDIN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED AGAINSTBARCLAYS CAPITAL INC., ("RESPONDENT"). RESPONDENT WILLFULLYVIOLATED SECTION 17(A)(2) OF THE SECURITIES ACT. THIS MATTERINVOLVES VIOLATIONS OF AN ANTIFRAUD PROVISION OF THE FEDERALSECURITIES LAWS IN CONNECTION WITH RESPONDENT'S UNDERWRITINGOF CERTAIN MUNICIPAL SECURITIES OFFERINGS. RESPONDENT, AREGISTERED BROKER-DEALER, CONDUCTED INADEQUATE DUEDILIGENCE IN CERTAIN OFFERINGS AND AS A RESULT, FAILED TO FORM AREASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS OF CERTAINMATERIAL REPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED INCONNECTION WITH THOSE OFFERINGS. THIS RESULTED IN RESPONDENTOFFERING AND SELLING MUNICIPAL SECURITIES ON THE BASIS OFMATERIALLY MISLEADING DISCLOSURE DOCUMENTS.THE VIOLATIONS WERE SELF-REPORTED BY RESPONDENT TO THECOMMISSION PURSUANT TO THE DIVISION OF ENFORCEMENT'S (THE "DIVISION") MUNICIPALITIES CONTINUING DISCLOSURE COOPERATION(MCDC) INITIATIVE.








Cease and Desist




Principal Product Type: Debt - Municipal



Resolution:


Sanction Details: THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION17(A)(2)OF THE SECURITIES ACT, PAY A CIVIL MONEY PENALTY IN THEAMOUNT OF $500,000.00 AND COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE OFFER OF SETTLEMENT.

Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED,RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSINGREMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THEFOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO INRESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2)OFTHE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000.00 TOTHE SECURITIES AND EXCHANGE COMMISSION; AND RETAIN ANINDEPENDENT CONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'SPOLICIES AND PROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIESUNDERWRITING DUE DILIGENCE.


Yes


Order






IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED,RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSINGREMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THEFOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO INRESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2)OFTHE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000.00 TOTHE SECURITIES AND EXCHANGE COMMISSION; AND RETAIN ANINDEPENDENT CONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'SPOLICIES AND PROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIESUNDERWRITING DUE DILIGENCE.




Cease and Desist


CIVIL AND ADMINISTRATIVE PENALTY(IES)/FINE(S) AND UNDERTAKING


Docket/Case Number: SEC ADMINISTRATIVE PROCEEDING FILE NO 3-17084



Allegations: THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") HASALLEGED THAT BARCLAYS CAPITAL INC. ( "BCI") CONDUCTED INADEQUATEDUE DILIGENCE IN CERTAIN OFFERINGS AND, AS A RESULT, FAILED TOFORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS OFCERTAIN MATERIALS REPRESENTATIONS IN OFFICIAL STATEMENTSISSUED IN CONNECTION WITH THOSE OFFERINGS. THIS RESULTED IN BCIOFFERING AND SELLING MUNICIPAL SECURITIES ON THE BASIS OFMATERIALLY MISLEADING DISCLOSURE DOCUMENTS. THE SEC ALLEGEDTHAT BCI WILLFULLY VIOLATED SECTION 17(A)(2) OF THE SECURITIES ACTOF 1933. THE VIOLATIONS DISCUSSED IN THE ORDER WERE SELF-REPORTED BY BCI TO THE SEC PURSUANT TO THE DIVISION OFENFORCEMENT'S MUNICIPALITIES CONTINUING DISCLOSURECOOPERATION ("MCDC") INITIATIVE.



Resolution:


Order






Other Sanctions Ordered: THE ORDER ALSO REQUIRES BCI TO RETAIN AN INDEPENDENTCONSULTANT TO CONDUCT A REVIEW OF BCI'S POLICIES ANDPROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIESUNDERWRITING DUE DILIGENCE AND REQUIRES BCI TO ADOPT THEINDEPENDENT CONSULTANT'S RECOMMENDATIONS (UNLESS THE SECFINDS A RECOMMENDATION UNDULY BURDENSOME, IMPRACTICAL, ORINAPPROPRIATE, IN WHICH CASE BCI SHALL NOT BE REQUIRED TO ABIDEBY, ADOPT, OR IMPLEMENT THAT RECOMMENDATION).

Sanction Details: THE ORDER REQUIRED BCI TO PAY A CIVIL MONEY PENALTY IN THEAMOUNT OF $500,000, WHICH BCI PAID ON FEBRUARY 2, 2016.

Firm Statement WITHOUT ADMITTING OR DENYING THE VIOLATIONS, BCI CONSENTED TOTHE ENTRY OF AN ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS, PURSUANT TO SECTION 8A OF THE SECURITIESACT OF 1933 AND SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND ACEASE-AND-DESIST ORDER ON FEBRUARY 2, 2016 BY THE SEC PURSUANTTO WHICH BCI: (I) SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION17(A)(2) OF THE SECURITIES ACT OF 1933; (II) PAID A CIVIL MONEYPENALTY IN THE AMOUNT OF $500,000 ON FEBRUARY 2, 2016; AND (III)SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE ORDER.


Disclosure 24 of 90

i


Allegations: SEC ADMIN RELEASES 33-10010, 34-77001 / JANUARY 31, 2016: THE SECDEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, ANDHEREBY ARE, INSTITUTED AGAINST BARCLAYS CAPITAL INC. ("BARCLAYS"OR "RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'SOFFER, THE COMMISSION FINDS THAT BARCLAYS IS THE OWNER ANDOPERATOR OF BARCLAYS LX ("LX"), AN ALTERNATIVE TRADING SYSTEM("ATS") THAT OPERATES AS A "DARK POOL." LX ACCEPTS, MATCHES, ANDEXECUTES ORDERS FROM CLIENTS (SUBSCRIBERS THAT ACCESS LXTHROUGH BARCLAYS' TRADING ALGORITHMS OR ORDER ROUTER ONLY)AND DIRECT SUBSCRIBERS (SUBSCRIBERS THAT ACCESS LX DIRECTLY,OR IN COMBINATION WITH BARCLAYS' ALGORITHMS AND/OR ORDERROUTER) (COLLECTIVELY, "LX SUBSCRIBERS" OR "SUBSCRIBERS") TO BUYAND SELL NMS STOCKS. BARCLAYS MADE MATERIALLY MISLEADINGSTATEMENTS AND OMITTED TO STATE CERTAIN MATERIAL FACTSNECESSARY TO MAKE STATEMENTS MADE NOT MISLEADINGCONCERNING THE OPERATION OF AN LX PRODUCT FEATURE CALLEDLIQUIDITY PROFILING, WHICH BARCLAYS DESCRIBED AS A "POWERFULTOOL TO PROACTIVELY MONITOR LX" AND AS A "SOPHISTICATEDSURVEILLANCE FRAMEWORK THAT PROTECTS CLIENTS FROMPREDATORY TRADING" AND THE MARKET DATA FEEDS THAT IT USED IN LX.IN ADDITION, BARCLAYS VIOLATED THE FEDERAL SECURITIES LAWS ANDREGULATIONS RELATED TO ITS MARKET ACCESS AND ITS OPERATION OFLX, INCLUDING BY FAILING TO ESTABLISH ADEQUATE SAFEGUARDS ANDPROCEDURES TO PROTECT SUBSCRIBERS' CONFIDENTIAL TRADINGINFORMATION, AND TO ADOPT AND IMPLEMENT ADEQUATE PROCEDURESTO ENSURE THAT SUCH SAFEGUARDS AND PROCEDURES AREFOLLOWED. IN FACT, FROM DECEMBER 2011 THROUGH JUNE 2014,BARCLAYS DID NOT "CONTINUOUSLY POLICE" LX FOR PREDATORYTRADING THROUGH THE USE OF "VISUALIZATION TOOLS" AS MARKETEDBY BARCLAYS. NOR DID BARCLAYS, AS CLAIMED, GENERALLY RUNSURVEILLANCE REPORTS ON A WEEKLY BASIS DURING THE RELEVANTPERIOD TO ENSURE THAT THERE WAS NO "TOXIC FLOW IN [LX'S] BOOK."BARCLAYS ALSO FAILED TO DISCLOSE ADEQUATELY ITS PRACTICE OFOVERRIDING THE LIQUIDITY PROFILING TOOL'S CATEGORIZATION OFSUBSCRIBERS (HEREINAFTER, "OVERRIDES"). BARCLAYS ALSO AT TIMESMISREPRESENTED THE TYPE AND NUMBER OF MARKET DATA FEEDS THATIT USED TO CALCULATE THE NATIONAL BEST BID AND OFFER ("NBBO") INLX. BARCLAYS USED THE NBBO TO DETERMINE THE PRICE OF PEGGEDORDERS IN THE ATS AND AS A BASIS FOR CERTAIN COMPLIANCEDECISIONS. BARCLAYS MISREPRESENTED THAT IT USED MORE DIRECTDATA FEEDS FROM EXCHANGES THAN IT ACTUALLY DID. AT NO TIMEDURING THE RELEVANT PERIOD DID LX SUBSCRIBE TO A DIRECT MARKETDATA FEED FROM THE NEW YORK STOCK EXCHANGE ("NYSE"). THE FIRMPROVIDED EMAIL INFORMATION THAT OMITTED ANY REFERENCE TOBARCLAYS' USE OF THE SLOWER FEEDS FROM THE SECURITIESINFORMATION PROCESSORS ("SIPS"). BARCLAYS DID NOT HAVECONTROLS REASONABLY DESIGNED TO PREVENT THE ENTRY OFORDERS THAT EXCEEDED THE PRE-SET CREDIT AND CAPITALTHRESHOLDS BARCLAYS HAD IN PLACE. BARCLAYS FAILED TO FILE, ATLEAST 20 DAYS BEFORE IT IMPLEMENTED A MATERIAL CHANGE, ANAMENDMENT ON FORM ATS THAT DISCLOSED BARCLAYS' OVERRIDEPROCESS. BARCLAYS DID NOT HAVE ADEQUATE SAFEGUARDS ANDPROCEDURES TO PROTECT SUBSCRIBERS' CONFIDENTIAL TRADINGINFORMATION, INCLUDING BY LIMITING ACCESS TO CONFIDENTIALTRADING INFORMATION OF SUBSCRIBERS TO THOSE EMPLOYEES OF THEATS WHO WERE OPERATING THE SYSTEM OR RESPONSIBLE FORCOMPLIANCE. DURING THE RELEVANT PERIOD, CERTAIN BARCLAYS'PERSONNEL WHO DID NOT OPERATE LX AND WERE NOT RESPONSIBLEFOR COMPLIANCE HAD THE ABILITY TO ACCESS CONFIDENTIALSUBSCRIBER TRADING INFORMATION IF THEY KNEW THE RELEVANTCOMPUTER LANGUAGE AND HAD THE ABILITY TO NAVIGATE THROUGHBARCLAYS COMPUTER SYSTEMS. AS A RESULT OF THE CONDUCT,BARCLAYS WILLFULLY VIOLATED: SECTION 17(A)(2) OF THE SECURITIESACT, SECTION 15(C)(3) OF THE EXCHANGE ACT AND RULES 15C3-5(B) AND15C3-5(C)(I) THEREUNDER, RULE 301(B)(2) OF REGULATION ATS, AND RULE301(B)(10) OF REGULATION ATS.







SEC ADMIN RELEASES 33-10010, 34-77001 / JANUARY 31, 2016: THE SECDEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, ANDHEREBY ARE, INSTITUTED AGAINST BARCLAYS CAPITAL INC. ("BARCLAYS"OR "RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'SOFFER, THE COMMISSION FINDS THAT BARCLAYS IS THE OWNER ANDOPERATOR OF BARCLAYS LX ("LX"), AN ALTERNATIVE TRADING SYSTEM("ATS") THAT OPERATES AS A "DARK POOL." LX ACCEPTS, MATCHES, ANDEXECUTES ORDERS FROM CLIENTS (SUBSCRIBERS THAT ACCESS LXTHROUGH BARCLAYS' TRADING ALGORITHMS OR ORDER ROUTER ONLY)AND DIRECT SUBSCRIBERS (SUBSCRIBERS THAT ACCESS LX DIRECTLY,OR IN COMBINATION WITH BARCLAYS' ALGORITHMS AND/OR ORDERROUTER) (COLLECTIVELY, "LX SUBSCRIBERS" OR "SUBSCRIBERS") TO BUYAND SELL NMS STOCKS. BARCLAYS MADE MATERIALLY MISLEADINGSTATEMENTS AND OMITTED TO STATE CERTAIN MATERIAL FACTSNECESSARY TO MAKE STATEMENTS MADE NOT MISLEADINGCONCERNING THE OPERATION OF AN LX PRODUCT FEATURE CALLEDLIQUIDITY PROFILING, WHICH BARCLAYS DESCRIBED AS A "POWERFULTOOL TO PROACTIVELY MONITOR LX" AND AS A "SOPHISTICATEDSURVEILLANCE FRAMEWORK THAT PROTECTS CLIENTS FROMPREDATORY TRADING" AND THE MARKET DATA FEEDS THAT IT USED IN LX.IN ADDITION, BARCLAYS VIOLATED THE FEDERAL SECURITIES LAWS ANDREGULATIONS RELATED TO ITS MARKET ACCESS AND ITS OPERATION OFLX, INCLUDING BY FAILING TO ESTABLISH ADEQUATE SAFEGUARDS ANDPROCEDURES TO PROTECT SUBSCRIBERS' CONFIDENTIAL TRADINGINFORMATION, AND TO ADOPT AND IMPLEMENT ADEQUATE PROCEDURESTO ENSURE THAT SUCH SAFEGUARDS AND PROCEDURES AREFOLLOWED. IN FACT, FROM DECEMBER 2011 THROUGH JUNE 2014,BARCLAYS DID NOT "CONTINUOUSLY POLICE" LX FOR PREDATORYTRADING THROUGH THE USE OF "VISUALIZATION TOOLS" AS MARKETEDBY BARCLAYS. NOR DID BARCLAYS, AS CLAIMED, GENERALLY RUNSURVEILLANCE REPORTS ON A WEEKLY BASIS DURING THE RELEVANTPERIOD TO ENSURE THAT THERE WAS NO "TOXIC FLOW IN [LX'S] BOOK."BARCLAYS ALSO FAILED TO DISCLOSE ADEQUATELY ITS PRACTICE OFOVERRIDING THE LIQUIDITY PROFILING TOOL'S CATEGORIZATION OFSUBSCRIBERS (HEREINAFTER, "OVERRIDES"). BARCLAYS ALSO AT TIMESMISREPRESENTED THE TYPE AND NUMBER OF MARKET DATA FEEDS THATIT USED TO CALCULATE THE NATIONAL BEST BID AND OFFER ("NBBO") INLX. BARCLAYS USED THE NBBO TO DETERMINE THE PRICE OF PEGGEDORDERS IN THE ATS AND AS A BASIS FOR CERTAIN COMPLIANCEDECISIONS. BARCLAYS MISREPRESENTED THAT IT USED MORE DIRECTDATA FEEDS FROM EXCHANGES THAN IT ACTUALLY DID. AT NO TIMEDURING THE RELEVANT PERIOD DID LX SUBSCRIBE TO A DIRECT MARKETDATA FEED FROM THE NEW YORK STOCK EXCHANGE ("NYSE"). THE FIRMPROVIDED EMAIL INFORMATION THAT OMITTED ANY REFERENCE TOBARCLAYS' USE OF THE SLOWER FEEDS FROM THE SECURITIESINFORMATION PROCESSORS ("SIPS"). BARCLAYS DID NOT HAVECONTROLS REASONABLY DESIGNED TO PREVENT THE ENTRY OFORDERS THAT EXCEEDED THE PRE-SET CREDIT AND CAPITALTHRESHOLDS BARCLAYS HAD IN PLACE. BARCLAYS FAILED TO FILE, ATLEAST 20 DAYS BEFORE IT IMPLEMENTED A MATERIAL CHANGE, ANAMENDMENT ON FORM ATS THAT DISCLOSED BARCLAYS' OVERRIDEPROCESS. BARCLAYS DID NOT HAVE ADEQUATE SAFEGUARDS ANDPROCEDURES TO PROTECT SUBSCRIBERS' CONFIDENTIAL TRADINGINFORMATION, INCLUDING BY LIMITING ACCESS TO CONFIDENTIALTRADING INFORMATION OF SUBSCRIBERS TO THOSE EMPLOYEES OF THEATS WHO WERE OPERATING THE SYSTEM OR RESPONSIBLE FORCOMPLIANCE. DURING THE RELEVANT PERIOD, CERTAIN BARCLAYS'PERSONNEL WHO DID NOT OPERATE LX AND WERE NOT RESPONSIBLEFOR COMPLIANCE HAD THE ABILITY TO ACCESS CONFIDENTIALSUBSCRIBER TRADING INFORMATION IF THEY KNEW THE RELEVANTCOMPUTER LANGUAGE AND HAD THE ABILITY TO NAVIGATE THROUGHBARCLAYS COMPUTER SYSTEMS. AS A RESULT OF THE CONDUCT,BARCLAYS WILLFULLY VIOLATED: SECTION 17(A)(2) OF THE SECURITIESACT, SECTION 15(C)(3) OF THE EXCHANGE ACT AND RULES 15C3-5(B) AND15C3-5(C)(I) THEREUNDER, RULE 301(B)(2) OF REGULATION ATS, AND RULE301(B)(10) OF REGULATION ATS.








Cease and Desist






SEC ADMIN RELEASES 33-10010, 34-77001 / JANUARY 31, 2016: THE SECDEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, ANDHEREBY ARE, INSTITUTED AGAINST BARCLAYS CAPITAL INC. ("BARCLAYS"OR "RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'SOFFER, THE COMMISSION FINDS THAT BARCLAYS IS THE OWNER ANDOPERATOR OF BARCLAYS LX ("LX"), AN ALTERNATIVE TRADING SYSTEM("ATS") THAT OPERATES AS A "DARK POOL." LX ACCEPTS, MATCHES, ANDEXECUTES ORDERS FROM CLIENTS (SUBSCRIBERS THAT ACCESS LXTHROUGH BARCLAYS' TRADING ALGORITHMS OR ORDER ROUTER ONLY)AND DIRECT SUBSCRIBERS (SUBSCRIBERS THAT ACCESS LX DIRECTLY,OR IN COMBINATION WITH BARCLAYS' ALGORITHMS AND/OR ORDERROUTER) (COLLECTIVELY, "LX SUBSCRIBERS" OR "SUBSCRIBERS") TO BUYAND SELL NMS STOCKS. BARCLAYS MADE MATERIALLY MISLEADINGSTATEMENTS AND OMITTED TO STATE CERTAIN MATERIAL FACTSNECESSARY TO MAKE STATEMENTS MADE NOT MISLEADINGCONCERNING THE OPERATION OF AN LX PRODUCT FEATURE CALLEDLIQUIDITY PROFILING, WHICH BARCLAYS DESCRIBED AS A "POWERFULTOOL TO PROACTIVELY MONITOR LX" AND AS A "SOPHISTICATEDSURVEILLANCE FRAMEWORK THAT PROTECTS CLIENTS FROMPREDATORY TRADING" AND THE MARKET DATA FEEDS THAT IT USED IN LX.IN ADDITION, BARCLAYS VIOLATED THE FEDERAL SECURITIES LAWS ANDREGULATIONS RELATED TO ITS MARKET ACCESS AND ITS OPERATION OFLX, INCLUDING BY FAILING TO ESTABLISH ADEQUATE SAFEGUARDS ANDPROCEDURES TO PROTECT SUBSCRIBERS' CONFIDENTIAL TRADINGINFORMATION, AND TO ADOPT AND IMPLEMENT ADEQUATE PROCEDURESTO ENSURE THAT SUCH SAFEGUARDS AND PROCEDURES AREFOLLOWED. IN FACT, FROM DECEMBER 2011 THROUGH JUNE 2014,BARCLAYS DID NOT "CONTINUOUSLY POLICE" LX FOR PREDATORYTRADING THROUGH THE USE OF "VISUALIZATION TOOLS" AS MARKETEDBY BARCLAYS. NOR DID BARCLAYS, AS CLAIMED, GENERALLY RUNSURVEILLANCE REPORTS ON A WEEKLY BASIS DURING THE RELEVANTPERIOD TO ENSURE THAT THERE WAS NO "TOXIC FLOW IN [LX'S] BOOK."BARCLAYS ALSO FAILED TO DISCLOSE ADEQUATELY ITS PRACTICE OFOVERRIDING THE LIQUIDITY PROFILING TOOL'S CATEGORIZATION OFSUBSCRIBERS (HEREINAFTER, "OVERRIDES"). BARCLAYS ALSO AT TIMESMISREPRESENTED THE TYPE AND NUMBER OF MARKET DATA FEEDS THATIT USED TO CALCULATE THE NATIONAL BEST BID AND OFFER ("NBBO") INLX. BARCLAYS USED THE NBBO TO DETERMINE THE PRICE OF PEGGEDORDERS IN THE ATS AND AS A BASIS FOR CERTAIN COMPLIANCEDECISIONS. BARCLAYS MISREPRESENTED THAT IT USED MORE DIRECTDATA FEEDS FROM EXCHANGES THAN IT ACTUALLY DID. AT NO TIMEDURING THE RELEVANT PERIOD DID LX SUBSCRIBE TO A DIRECT MARKETDATA FEED FROM THE NEW YORK STOCK EXCHANGE ("NYSE"). THE FIRMPROVIDED EMAIL INFORMATION THAT OMITTED ANY REFERENCE TOBARCLAYS' USE OF THE SLOWER FEEDS FROM THE SECURITIESINFORMATION PROCESSORS ("SIPS"). BARCLAYS DID NOT HAVECONTROLS REASONABLY DESIGNED TO PREVENT THE ENTRY OFORDERS THAT EXCEEDED THE PRE-SET CREDIT AND CAPITALTHRESHOLDS BARCLAYS HAD IN PLACE. BARCLAYS FAILED TO FILE, ATLEAST 20 DAYS BEFORE IT IMPLEMENTED A MATERIAL CHANGE, ANAMENDMENT ON FORM ATS THAT DISCLOSED BARCLAYS' OVERRIDEPROCESS. BARCLAYS DID NOT HAVE ADEQUATE SAFEGUARDS ANDPROCEDURES TO PROTECT SUBSCRIBERS' CONFIDENTIAL TRADINGINFORMATION, INCLUDING BY LIMITING ACCESS TO CONFIDENTIALTRADING INFORMATION OF SUBSCRIBERS TO THOSE EMPLOYEES OF THEATS WHO WERE OPERATING THE SYSTEM OR RESPONSIBLE FORCOMPLIANCE. DURING THE RELEVANT PERIOD, CERTAIN BARCLAYS'PERSONNEL WHO DID NOT OPERATE LX AND WERE NOT RESPONSIBLEFOR COMPLIANCE HAD THE ABILITY TO ACCESS CONFIDENTIALSUBSCRIBER TRADING INFORMATION IF THEY KNEW THE RELEVANTCOMPUTER LANGUAGE AND HAD THE ABILITY TO NAVIGATE THROUGHBARCLAYS COMPUTER SYSTEMS. AS A RESULT OF THE CONDUCT,BARCLAYS WILLFULLY VIOLATED: SECTION 17(A)(2) OF THE SECURITIESACT, SECTION 15(C)(3) OF THE EXCHANGE ACT AND RULES 15C3-5(B) AND15C3-5(C)(I) THEREUNDER, RULE 301(B)(2) OF REGULATION ATS, AND RULE301(B)(10) OF REGULATION ATS.


Resolution:

Other Sanctions Ordered: RESPONDENT BARCLAYS SHALL COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE OFFER.

Sanction Details: BARCLAYS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSINGANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OFTHE SECURITIES ACT, SECTION 15(C)(3) OF THE EXCHANGE ACT ANDRULES 15C3-5(B) AND 15C3-5(C)(I), AND RULES 301(B)(2) AND 301(B)(10) OFREGULATION ATS; IS CENSURED; SHALL PAY A CIVIL MONEY PENALTY INTHE AMOUNT OF $35,000,000.RESPONDENT BARCLAYS SHALL COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE OFFER.

Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")THAT THE COMMISSION HAS DETERMINED TO ACCEPT. RESPONDENTADMITS THE FACTS, ACKNOWLEDGES THAT ITS CONDUCT VIOLATED THEFEDERAL SECURITIES LAWS, ADMITS THE COMMISSION'S JURISDICTIONOVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, ANDCONSENTS TO THE ENTRY OF THIS ORDER INSTITUTING ADMINISTRATIVEAND CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 8A OFTHE SECURITIES ACT AND SECTIONS 15(B) AND 21C OF THE EXCHANGEACT, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND ACEASE-AND-DESIST ORDER. ACCORDINGLY, IT IS HEREBY ORDERED THAT:BARCLAYS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSINGANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OFTHE SECURITIES ACT, SECTION 15(C)(3) OF THE EXCHANGE ACT ANDRULES 15C3-5(B) AND 15C3-5(C)(I), AND RULES 301(B)(2) AND 301(B)(10) OFREGULATION ATS; IS CENSURED; SHALL, WITHIN 10 DAYS OF THE ENTRYOF THIS ORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF$35,000,000 TO THE SECURITIES AND EXCHANGE COMMISSION FORTRANSFER TO THE GENERAL FUND OF THE UNITED STATES TREASURY.RESPONDENT BARCLAYS SHALL COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE OFFER.

IN DETERMINING TO ACCEPT THE OFFER, THE COMMISSION CONSIDEREDREMEDIAL ACTS PROMPTLY UNDERTAKEN BY RESPONDENT ANDCOOPERATION AFFORDED THE COMMISSION STAFF.


Yes

Sanctions Ordered: CensureMonetary/Fine $35,000,000.00Cease and Desist/Injunction

Order






Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")THAT THE COMMISSION HAS DETERMINED TO ACCEPT. RESPONDENTADMITS THE FACTS, ACKNOWLEDGES THAT ITS CONDUCT VIOLATED THEFEDERAL SECURITIES LAWS, ADMITS THE COMMISSION'S JURISDICTIONOVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, ANDCONSENTS TO THE ENTRY OF THIS ORDER INSTITUTING ADMINISTRATIVEAND CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 8A OFTHE SECURITIES ACT AND SECTIONS 15(B) AND 21C OF THE EXCHANGEACT, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND ACEASE-AND-DESIST ORDER. ACCORDINGLY, IT IS HEREBY ORDERED THAT:BARCLAYS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSINGANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OFTHE SECURITIES ACT, SECTION 15(C)(3) OF THE EXCHANGE ACT ANDRULES 15C3-5(B) AND 15C3-5(C)(I), AND RULES 301(B)(2) AND 301(B)(10) OFREGULATION ATS; IS CENSURED; SHALL, WITHIN 10 DAYS OF THE ENTRYOF THIS ORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF$35,000,000 TO THE SECURITIES AND EXCHANGE COMMISSION FORTRANSFER TO THE GENERAL FUND OF THE UNITED STATES TREASURY.RESPONDENT BARCLAYS SHALL COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE OFFER.

IN DETERMINING TO ACCEPT THE OFFER, THE COMMISSION CONSIDEREDREMEDIAL ACTS PROMPTLY UNDERTAKEN BY RESPONDENT ANDCOOPERATION AFFORDED THE COMMISSION STAFF.


Allegations: ACCORDING TO THE ORDER, FROM DECEMBER 2011 THROUGH JUNE2014, IN CERTAIN MARKETING MATERIALS AND PRESENTATIONS,BARCLAYS CAPITAL INC. ("BCI") MADE MATERIALLY MISLEADINGSTATEMENTS AND OMITTED TO STATE CERTAIN MATERIAL FACTSNECESSARY TO MAKE STATEMENTS MADE NOT MISLEADINGCONCERNING (I) THE OPERATION OF A BARCLAYS LX ("LX") PRODUCTFEATURE CALLED LIQUIDITY PROFILING AND (II) THE MARKET DATA FEEDSIT USED IN LX. IN ADDITION, THE ORDER FOUND THAT BCI VIOLATED THEFEDERAL SECURITIES LAWS AND REGULATIONS RELATED TO ITS MARKETACCESS AND ITS OPERATION OF LX, INCLUDING BY FAILING TO ESTABLISHADEQUATE SAFEGUARDS AND PROCEDURES TO PROTECT SUBSCRIBERS'CONFIDENTIAL TRADING INFORMATION AND TO ADOPT AND IMPLEMENTADEQUATE PROCEDURES TO ENSURE THAT SUCH SAFEGUARDS ANDPROCEDURES ARE FOLLOWED. IN A RELATED MATTER, BARCLAYS PLCAND BCI ENTERED INTO A SETTLEMENT AGREEMENT WITH THE ATTORNEYGENERAL OF THE STATE OF NEW YORK ("NYAG"). PURSUANT TO THETERMS OF THE SETTLEMENT AGREEMENT, BARCLAYS PLC AND BCIADMITTED TO A STATEMENT OF FACTS IDENTICAL TO THE SEC ORDERAND THAT THEY VIOLATED THE FEDERAL SECURITIES LAWS AND AGREEDTO PAY A MONETARY PENALTY OF $35 MILLION AND CERTAIN REMEDIALUNDERTAKINGS.









Cease and Desist


CENSURE, CIVIL AND ADMINISTRATIVE PENALTY(IES)/FINE(S) ANDUNDERTAKING


Docket/Case Number: SEC ADMINISTRATIVE PROCEEDING FILE NO. 3-17077



ACCORDING TO THE ORDER, FROM DECEMBER 2011 THROUGH JUNE2014, IN CERTAIN MARKETING MATERIALS AND PRESENTATIONS,BARCLAYS CAPITAL INC. ("BCI") MADE MATERIALLY MISLEADINGSTATEMENTS AND OMITTED TO STATE CERTAIN MATERIAL FACTSNECESSARY TO MAKE STATEMENTS MADE NOT MISLEADINGCONCERNING (I) THE OPERATION OF A BARCLAYS LX ("LX") PRODUCTFEATURE CALLED LIQUIDITY PROFILING AND (II) THE MARKET DATA FEEDSIT USED IN LX. IN ADDITION, THE ORDER FOUND THAT BCI VIOLATED THEFEDERAL SECURITIES LAWS AND REGULATIONS RELATED TO ITS MARKETACCESS AND ITS OPERATION OF LX, INCLUDING BY FAILING TO ESTABLISHADEQUATE SAFEGUARDS AND PROCEDURES TO PROTECT SUBSCRIBERS'CONFIDENTIAL TRADING INFORMATION AND TO ADOPT AND IMPLEMENTADEQUATE PROCEDURES TO ENSURE THAT SUCH SAFEGUARDS ANDPROCEDURES ARE FOLLOWED. IN A RELATED MATTER, BARCLAYS PLCAND BCI ENTERED INTO A SETTLEMENT AGREEMENT WITH THE ATTORNEYGENERAL OF THE STATE OF NEW YORK ("NYAG"). PURSUANT TO THETERMS OF THE SETTLEMENT AGREEMENT, BARCLAYS PLC AND BCIADMITTED TO A STATEMENT OF FACTS IDENTICAL TO THE SEC ORDERAND THAT THEY VIOLATED THE FEDERAL SECURITIES LAWS AND AGREEDTO PAY A MONETARY PENALTY OF $35 MILLION AND CERTAIN REMEDIALUNDERTAKINGS.


Resolution:

Other Sanctions Ordered: N/A

Sanction Details: BCI WAS ORDERED TO CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION17(A)(2) OF THE SECURITIES ACT, SECTION 15(C)(3) OF THE EXCHANGEACT AND RULES 15C3-5(B) AND 15C3-5(C)(I), AND RULES 301(B)(2) AND301(B)10) OF REGULATION ATS. THE ORDER ALSO CENSURED BCI ANDREQUIRED BCI TO PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF$35 MILLION, WHICH BCI PAID ON FEBRUARY 10, 2016.

Firm Statement BARCLAYS WAS REQUIRED TO PAY A CIVIL MONETARY PENALTY AND, WITHTHE ASSISTANCE OF A THIRD-PARTY CONSULTANT, CONDUCT A REVIEWOF CERTAIN POLICIES, PROCEDURES, PRACTICES AND COMPLIANCERELATED TO THE OPERATION AND MARKETING OF BARCLAYS LX.


Order

Disclosure 25 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOACCURATELY DISCLOSE THE PERCENTAGE OF COVERED COMPANIESFOR WHICH IT HAD PROVIDED INVESTMENT BANKING SERVICES IN THEDISTRIBUTION OF RATINGS SECTIONS OF EQUITY RESEARCH REPORTS.THE FINDINGS STATED THAT THE FIRM ALSO FAILED TO DISCLOSE INRESEARCH REPORTS THAT IT WAS A MARKET MAKER IN THE SECURITIESOF THE COVERED COMPANY. THE FINDINGS ALSO STATED THAT THE FIRMFAILED TO ADOPT AND IMPLEMENT WSPS REASONABLY DESIGNED TOENSURE COMPLIANCE WITH THE REQUIREMENTS OF APPLICABLE RULES.







Initiated By: FINRA


Other


N/A





Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOACCURATELY DISCLOSE THE PERCENTAGE OF COVERED COMPANIESFOR WHICH IT HAD PROVIDED INVESTMENT BANKING SERVICES IN THEDISTRIBUTION OF RATINGS SECTIONS OF EQUITY RESEARCH REPORTS.THE FINDINGS STATED THAT THE FIRM ALSO FAILED TO DISCLOSE INRESEARCH REPORTS THAT IT WAS A MARKET MAKER IN THE SECURITIESOF THE COVERED COMPANY. THE FINDINGS ALSO STATED THAT THE FIRMFAILED TO ADOPT AND IMPLEMENT WSPS REASONABLY DESIGNED TOENSURE COMPLIANCE WITH THE REQUIREMENTS OF APPLICABLE RULES.


Resolution:



FINE PAID IN FULL ON FEBRUARY 5, 2016.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOACCURATELY DISCLOSE THE PERCENTAGE OF COVERED COMPANIESFOR WHICH IT HAD PROVIDED INVESTMENT BANKING SERVICES IN THEDISTRIBUTION OF RATINGS SECTIONS OF EQUITY RESEARCH REPORTS.THE FINDINGS STATED THAT THE FIRM ALSO FAILED TO DISCLOSE INRESEARCH REPORTS THAT IT WAS A MARKET MAKER IN THE SECURITIESOF THE COVERED COMPANY. THE FINDINGS ALSO STATED THAT THE FIRMFAILED TO ADOPT AND IMPLEMENT WSPS REASONABLY DESIGNED TOENSURE COMPLIANCE WITHSOME OF THE REQUIREMENTS OF APPLICABLE RULES.








Initiated By: FINRA


Other


N/A





Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOACCURATELY DISCLOSE THE PERCENTAGE OF COVERED COMPANIESFOR WHICH IT HAD PROVIDED INVESTMENT BANKING SERVICES IN THEDISTRIBUTION OF RATINGS SECTIONS OF EQUITY RESEARCH REPORTS.THE FINDINGS STATED THAT THE FIRM ALSO FAILED TO DISCLOSE INRESEARCH REPORTS THAT IT WAS A MARKET MAKER IN THE SECURITIESOF THE COVERED COMPANY. THE FINDINGS ALSO STATED THAT THE FIRMFAILED TO ADOPT AND IMPLEMENT WSPS REASONABLY DESIGNED TOENSURE COMPLIANCE WITHSOME OF THE REQUIREMENTS OF APPLICABLE RULES.


Resolution:





Disclosure 26 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ON SEVERALOCCASIONS IN OCTOBER AND NOVEMBER 2014, BARCLAYS EXECUTEDBLOCK TRADES IN ORDER TO SHIFT RISK BETWEEN TWO AFFILIATEDACCOUNTS, UNAWARE THAT CFE HAD ISSUED A DIRECTIVE TO BARCLAYSON JANUARY 26, 2011 PROHIBITING SUCH TRANSACTIONS AND THAT THEDIRECTIVEWAS NEVER INCORPORATED INTO BARCLAYS WRITTEN SUPERVISORYPROCEDURES.








Initiated By: CBOE FUTURES EXCHANGE





Docket/Case Number: CFE 15-00019



WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ON SEVERALOCCASIONS IN OCTOBER AND NOVEMBER 2014, BARCLAYS EXECUTEDBLOCK TRADES IN ORDER TO SHIFT RISK BETWEEN TWO AFFILIATEDACCOUNTS, UNAWARE THAT CFE HAD ISSUED A DIRECTIVE TO BARCLAYSON JANUARY 26, 2011 PROHIBITING SUCH TRANSACTIONS AND THAT THEDIRECTIVEWAS NEVER INCORPORATED INTO BARCLAYS WRITTEN SUPERVISORYPROCEDURES.


Resolution:


Sanction Details: THE FIRM WAS FINED $60,000.00

Sanctions Ordered: Monetary/Fine $60,000.00

Consent

Disclosure 27 of 90

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Initiated By: FINRA






Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT SUBMITTEDTO FINRA 86 SHORT INTEREST POSITIONS TOTALING 41,100,154 SHARESWHEN THE FIRM'S ACTUAL SHORT INTEREST WAS 44,535,151 SHARES ANDFAILED TO REPORT EIGHT SHORT INTEREST POSITIONS TOTALING1,110,420 SHARES.











Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $10,000. FINE PAID IN FULLJANUARY 28, 2016.


No




Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT SUBMITTEDTO FINRA 86 SHORT INTEREST POSITIONS TOTALING 41,100,154 SHARESWHEN THE FIRM'S ACTUAL SHORT INTEREST WAS 44,535,151 SHARES ANDFAILED TO REPORT EIGHT SHORT INTEREST POSITIONS TOTALING1,110,420 SHARES.









Resolution:





Disclosure 28 of 90

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Initiated By: FINRA


Other





Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOHAVE A SUPERVISORY SYSTEM REASONABLY DESIGNED TO ENSURE THATMUTUAL FUND TRANSACTIONS FOR ITS RETAIL BROKERAGE CUSTOMERSWERE SUITABLE BASED UPON CUSTOMER INVESTMENT OBJECTIVES,RISK TOLERANCE AND ACCOUNT HOLDINGS. THE FINDINGS STATED THATTHE FIRM'S PROCEDURES DID NOT PROVIDE ADEQUATE GUIDANCE TOSUPERVISORS REGARDING THE STEPS TO BE TAKEN TO ENSURE THATRECOMMENDED MUTUAL FUND TRANSACTIONS WERE CONSISTENT WITHTHE FINANCIAL SITUATION AND NEEDS OF THE CUSTOMER. THE FINDINGSALSO STATED THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN AREASONABLE SUPERVISORY SYSTEM REGARDING MUTUAL FUNDSWITCHING AND FAILED TO PREVENT UNSUITABLE SWITCHES. THE FIRMIDENTIFIED OVER 6,100 UNSUITABLE MUTUAL FUND SWITCHES THATWERE UNSUITABLE BECAUSE THE PURCHASED FUNDS WEREEQUIVALENT TO THE REDEEMED FUNDS OR AN ALTERNATIVE FUND WITHNO FEES WAS AVAILABLE, AND RESULTED IN CUSTOMER HARM IN THEAMOUNT OF APPROXIMATELY $8.63 MILLION. THE FINDINGS ALSOINCLUDED THAT THE FIRM FAILED TO HAVE A SUPERVISORY SYSTEMREASONABLY DESIGNED TO ENSURE THAT MUTUAL FUND PURCHASESWERE PROPERLY AGGREGATED OR HOUSEHOLDED SO THATCUSTOMERS WERE PROVIDED WITH AVAILABLE BREAKPOINT DISCOUNTS.









Other


N/A


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $3,750,000, ORDERED TO PAY OVER $10MILLION IN RESTITUTION AND INTEREST TO CUSTOMERS, AND ISREQUIRED TO COMPLY WITH UNDERTAKINGS IN THE AWC. FINE PAID INFULL JANUARY 13, 2016.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOHAVE A SUPERVISORY SYSTEM REASONABLY DESIGNED TO ENSURE THATMUTUAL FUND TRANSACTIONS FOR ITS RETAIL BROKERAGE CUSTOMERSWERE SUITABLE BASED UPON CUSTOMERINVESTMENT OBJECTIVES, RISK TOLERANCE AND ACCOUNT HOLDINGS.THE FINDINGS STATED THAT THE FIRM'S PROCEDURES DID NOT PROVIDEADEQUATE GUIDANCE TO SUPERVISORS REGARDING THE STEPS TO BETAKEN TO ENSURE THAT RECOMMENDED MUTUAL FUND TRANSACTIONSWERE CONSISTENT WITH THE FINANCIAL SITUATIONAND NEEDS OF THE CUSTOMER. THE FINDINGS ALSO STATED THAT THEFIRM FAILED TO ESTABLISH AND MAINTAIN A REASONABLE SUPERVISORYSYSTEM REGARDING MUTUAL FUND SWITCHING AND FAILED TO PREVENTUNSUITABLE SWITCHES. THE FIRM IDENTIFIED OVER 6,100 UNSUITABLEMUTUAL FUND SWITCHES THAT WEREUNSUITABLE BECAUSE THE PURCHASED FUNDS WERE EQUIVALENT TOTHE REDEEMED FUNDS OR AN ALTERNATIVE FUND WITH NO FEES WASAVAILABLE, AND RESULTED IN CUSTOMER HARM IN THE AMOUNT OFAPPROXIMATELY $8.63 MILLION. THE FINDINGS ALSO INCLUDED THAT THEFIRM FAILED TO HAVE A SUPERVISORY SYSTEM REASONABLY DESIGNEDTO ENSURE THAT MUTUAL FUND PURCHASES WERE PROPERLYAGGREGATED OR HOUSEHOLDED SO THAT CUSTOMERS WERE PROVIDEDWITH AVAILABLE BREAKPOINT DISCOUNTS.







Initiated By: FINRA


Other


N/A





WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOHAVE A SUPERVISORY SYSTEM REASONABLY DESIGNED TO ENSURE THATMUTUAL FUND TRANSACTIONS FOR ITS RETAIL BROKERAGE CUSTOMERSWERE SUITABLE BASED UPON CUSTOMERINVESTMENT OBJECTIVES, RISK TOLERANCE AND ACCOUNT HOLDINGS.THE FINDINGS STATED THAT THE FIRM'S PROCEDURES DID NOT PROVIDEADEQUATE GUIDANCE TO SUPERVISORS REGARDING THE STEPS TO BETAKEN TO ENSURE THAT RECOMMENDED MUTUAL FUND TRANSACTIONSWERE CONSISTENT WITH THE FINANCIAL SITUATIONAND NEEDS OF THE CUSTOMER. THE FINDINGS ALSO STATED THAT THEFIRM FAILED TO ESTABLISH AND MAINTAIN A REASONABLE SUPERVISORYSYSTEM REGARDING MUTUAL FUND SWITCHING AND FAILED TO PREVENTUNSUITABLE SWITCHES. THE FIRM IDENTIFIED OVER 6,100 UNSUITABLEMUTUAL FUND SWITCHES THAT WEREUNSUITABLE BECAUSE THE PURCHASED FUNDS WERE EQUIVALENT TOTHE REDEEMED FUNDS OR AN ALTERNATIVE FUND WITH NO FEES WASAVAILABLE, AND RESULTED IN CUSTOMER HARM IN THE AMOUNT OFAPPROXIMATELY $8.63 MILLION. THE FINDINGS ALSO INCLUDED THAT THEFIRM FAILED TO HAVE A SUPERVISORY SYSTEM REASONABLY DESIGNEDTO ENSURE THAT MUTUAL FUND PURCHASES WERE PROPERLYAGGREGATED OR HOUSEHOLDED SO THAT CUSTOMERS WERE PROVIDEDWITH AVAILABLE BREAKPOINT DISCOUNTS.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $3,750,000, ORDERED TO PAY OVER $10MILLION IN RESTITUTION AND INTEREST TO CUSTOMERS, AND ISREQUIRED TO COMPLY WITH UNDERTAKINGS IN THE AWC.



Disclosure 29 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING APERIOD, IT PUBLISHED THE PAN EURO ASSET-BACKED SECURITYFLOATING RATE INDEX AND ITS COMPONENT INDICES (COLLECTIVELY,THE "INDEX") WITH MATERIALLY INACCURATE COUPON RETURNINFORMATION, LEARNED OF THESE INACCURACIES AND CONTINUED TOPUBLISH THE INDEX FOR EIGHT MONTHS WITHOUT DISCLOSING THEINACCURACIES TO SUBSCRIBERS. THE FINDINGS STATED THATEXPLICITLY, THE FIRM'S MANAGEMENT LEARNED OF THESEINACCURACIES DURING THE PERIOD, THE FIRM HAD DETERMINED THATTHEY WOULD NECESSITATE A RESTATEMENT OF THE INDEX.NONETHELESS, THE FIRM CONTINUED TO PUBLISH THE INDEX FOR EIGHTMONTHS-WITHOUT DISCLOSING THE INACCURACIES TO SUBSCRIBERS-WHILE THE FIRM IDENTIFIED AND FIXED THE UNDERLYING TECHNICALERROR THAT WAS CAUSING THE INACCURACIES. THEREAFTER, THE FIRMRESTATED THE INDEX AND DISCLOSED THAT IT HAD CUMULATIVELYUNDERSTATED COUPON RETURNS BY APPROXIMATELY 4.3 PERCENT. THEFIRM ALSO REPORTED THE INDEX INACCURACIES AND THE ASSOCIATEDRESTATEMENT TO A EUROPEAN REGULATOR AND DISCLOSED THEM IN AFORM 4530(B) WITH FINRA. NEVERTHELESS, SUBSCRIBERS TO THE INDEXHAD A REASONABLE EXPECTATION THAT THE FIRM WOULD PROMPTLYINFORM THEM OF SIGNIFICANT INACCURACIES. THEREFORE, ONCE THEFIRM BECAME AWARE OF SIGNIFICANT INACCURACIES IN THE INDEX ITHAD AN OBLIGATION TO INFORM SUBSCRIBERS PENDING CORRECTIONOF THE ERRORS. THE FIRM MARKETED THE INDEX AS OFFERING BROADPERFORMANCE BENCHMARKS FOR SECURITIZATION MARKET INVESTORSAND AS PROVIDING AN ACCURATE MEASUREMENT OF THE CREDIT ANDPREPAYMENT PERFORMANCE OF THE INVESTMENT-GRADE EUROPEANASSET-BACKED SECURITIES MARKET. THE INDEX, WHICH WAS AVAILABLETO SUBSCRIBERS OF THE FIRM'S PUBLISHED INDICES, WAS FOLLOWEDBY APPROXIMATELY 40 INSTITUTIONAL INVESTORS IN EUROPE. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO IMPLEMENT ASUPERVISORY SYSTEM REASONABLY DESIGNED TO OVERSEE THEPUBLICATION OF THE INDEX AND TO ENSURE DETECTION AND TIMELYCORRECTION OF THE ERROR. AFTER THE FIRM MADE SIGNIFICANTCHANGES TO THE METHODOLOGY BY WHICH THE INDEX RETURN WASCALCULATED AND CHANGED THE SOURCE OF THE COUPON RETURNDATA FOR THE UNDERLYING SECURITIES, THE FIRM FAILED TO CONDUCTANY ADDITIONAL TESTING OR VERIFICATION OF THE OPERATION OF THEMETHODOLOGY AFTER IT WAS IMPLEMENTED. THE FINDINGS ALSOINCLUDED THAT THE FIRM PUBLISHED MATERIALLY INACCURATE INDEX INCOMMUNICATIONS WITH THE PUBLIC. THE FIRM PUBLISHED THE INDEXWHILE KNOWING OR HAVING REASON TO KNOW THAT IT CONTAINEDMATERIALLY INACCURATE INFORMATION.








Initiated By: FINRA





Other Product Type(s): ASSET-BACKED SECURITY FLOATING RATE INDEX

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING APERIOD, IT PUBLISHED THE PAN EURO ASSET-BACKED SECURITYFLOATING RATE INDEX AND ITS COMPONENT INDICES (COLLECTIVELY,THE "INDEX") WITH MATERIALLY INACCURATE COUPON RETURNINFORMATION, LEARNED OF THESE INACCURACIES AND CONTINUED TOPUBLISH THE INDEX FOR EIGHT MONTHS WITHOUT DISCLOSING THEINACCURACIES TO SUBSCRIBERS. THE FINDINGS STATED THATEXPLICITLY, THE FIRM'S MANAGEMENT LEARNED OF THESEINACCURACIES DURING THE PERIOD, THE FIRM HAD DETERMINED THATTHEY WOULD NECESSITATE A RESTATEMENT OF THE INDEX.NONETHELESS, THE FIRM CONTINUED TO PUBLISH THE INDEX FOR EIGHTMONTHS-WITHOUT DISCLOSING THE INACCURACIES TO SUBSCRIBERS-WHILE THE FIRM IDENTIFIED AND FIXED THE UNDERLYING TECHNICALERROR THAT WAS CAUSING THE INACCURACIES. THEREAFTER, THE FIRMRESTATED THE INDEX AND DISCLOSED THAT IT HAD CUMULATIVELYUNDERSTATED COUPON RETURNS BY APPROXIMATELY 4.3 PERCENT. THEFIRM ALSO REPORTED THE INDEX INACCURACIES AND THE ASSOCIATEDRESTATEMENT TO A EUROPEAN REGULATOR AND DISCLOSED THEM IN AFORM 4530(B) WITH FINRA. NEVERTHELESS, SUBSCRIBERS TO THE INDEXHAD A REASONABLE EXPECTATION THAT THE FIRM WOULD PROMPTLYINFORM THEM OF SIGNIFICANT INACCURACIES. THEREFORE, ONCE THEFIRM BECAME AWARE OF SIGNIFICANT INACCURACIES IN THE INDEX ITHAD AN OBLIGATION TO INFORM SUBSCRIBERS PENDING CORRECTIONOF THE ERRORS. THE FIRM MARKETED THE INDEX AS OFFERING BROADPERFORMANCE BENCHMARKS FOR SECURITIZATION MARKET INVESTORSAND AS PROVIDING AN ACCURATE MEASUREMENT OF THE CREDIT ANDPREPAYMENT PERFORMANCE OF THE INVESTMENT-GRADE EUROPEANASSET-BACKED SECURITIES MARKET. THE INDEX, WHICH WAS AVAILABLETO SUBSCRIBERS OF THE FIRM'S PUBLISHED INDICES, WAS FOLLOWEDBY APPROXIMATELY 40 INSTITUTIONAL INVESTORS IN EUROPE. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO IMPLEMENT ASUPERVISORY SYSTEM REASONABLY DESIGNED TO OVERSEE THEPUBLICATION OF THE INDEX AND TO ENSURE DETECTION AND TIMELYCORRECTION OF THE ERROR. AFTER THE FIRM MADE SIGNIFICANTCHANGES TO THE METHODOLOGY BY WHICH THE INDEX RETURN WASCALCULATED AND CHANGED THE SOURCE OF THE COUPON RETURNDATA FOR THE UNDERLYING SECURITIES, THE FIRM FAILED TO CONDUCTANY ADDITIONAL TESTING OR VERIFICATION OF THE OPERATION OF THEMETHODOLOGY AFTER IT WAS IMPLEMENTED. THE FINDINGS ALSOINCLUDED THAT THE FIRM PUBLISHED MATERIALLY INACCURATE INDEX INCOMMUNICATIONS WITH THE PUBLIC. THE FIRM PUBLISHED THE INDEXWHILE KNOWING OR HAVING REASON TO KNOW THAT IT CONTAINEDMATERIALLY INACCURATE INFORMATION.










Resolution:


Sanction Details: FIRM WAS CENSURED AND FINED $1,000,000.

Regulator Statement FINRA ACKNOWLEDGES THAT THE FIRM SELF-REPORTED THE ISSUESDESCRIBED HEREIN TO A EUROPEAN REGULATOR, AND UNDERTOOK ACOMPREHENSIVE INTERNAL REVIEW OF ITS PRODUCTION PROCESSES,SUPERVISORY POLICIES, AND SYSTEMS RELATING TO THESE ISSUES, ASWELL AS TO QUANTIFY THE SCOPE AND IMPACT OF THE ERROR.FURTHERMORE, THE FIRM HAS PROVIDED SUBSTANTIAL ASSISTANCE TOFINRA DURING ITS INVESTIGATION BY, AMONG OTHER THINGS, PROVIDINGINFORMATION OBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATIONAND MAKING PERSONS IN EUROPE WHO ARE NOT REGISTERED WITHFINRA OR SUBJECT TO ITS JURISDICTION AVAILABLE FOR INTERVIEWS BYFINRA. THE SANCTIONS REFLECT THESE FACTORS.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT PUBLISHEDTHE PAN EURO ASSET-BACKED SECURITY FLOATING RATE INDEX AND ITSCOMPONENT INDICES (COLLECTIVELY, THE "INDEX") WITH MATERIALLYINACCURATE COUPON RETURN INFORMATION. THE FINDINGS STATEDTHAT THE FIRM'S MANAGEMENT LEARNED OF THESE INACCURACIES,DETERMINED THAT A RESTATEMENT OF THE INDEX WAS NECESSARY, ANDWHILE THE FIRM IDENTIFIED AND FIXED THE UNDERLYING TECHNICALERROR THAT CAUSED THE INACCURACIES, IT CONTINUED TO PUBLISHTHE INDEX FOR EIGHT MONTHS BUT DID NOT DISCLOSE THEINACCURACIES TO SUBSCRIBERS. THE FIRM RESTATED THE INDEX ANDDISCLOSED TO SUBSCRIBERS THAT IT HAD CUMULATIVELY UNDERSTATEDCOUPON RETURNS BY APPROXIMATELY 4.3 PERCENT. THE FIRMREPORTED THE ISSUE TO A EUROPEAN REGULATOR AND TO FINRA IN AFORM 4530(B). THE INDEX WAS FOLLOWED BY APPROXIMATELY 40INSTITUTIONAL INVESTORS IN EUROPE. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO IMPLEMENT A SUPERVISORY SYSTEM REASONABLYDESIGNED TO OVERSEE THE PUBLICATION OF THE INDEX AND THAT THEFIRM PUBLISHED INDEX INFOMRATION THAT IT KNEW OR HAD REASON TOKNOW WAS MATERIALLY INACCURATE IN VIOLATION OF RULE 2210. FINRAACKNOWLEDGES THAT THE FIRM SELF-REPORTED THE ISSUESDESCRIBED HEREIN TO A EUROPEAN REGULATOR, AND UNDERTOOK ACOMPREHENSIVE INTERNAL REVIEW OF ITS PRODUCTION PROCESSES,SUPERVISORY POLICIES, AND SYSTEMS RELATING TO THESE ISSUES, ASWELL AS TO QUANTIFY THE SCOPE AND IMPACT OF THE ERROR.FURTHERMORE, THE FIRM HAS PROVIDED SUBSTANTIAL ASSISTANCE TOFINRA DURING ITS INVESTIGATION BY, AMONG OTHER THINGS, PROVIDINGINFORMATION OBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATIONAND MAKING PERSONS IN EUROPE WHO ARE NOT REGISTERED WITHFINRA OR SUBJECT TO ITS JURISDICTION AVAILABLE FOR INTERVIEWS BYFINRA. THE SANCTIONS REFLECT THESE FACTORS.







Initiated By: FINRA


Other





Other Product Type(s): ASSET-BACKED SECURITY FLOATING RATE INDEX

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT PUBLISHEDTHE PAN EURO ASSET-BACKED SECURITY FLOATING RATE INDEX AND ITSCOMPONENT INDICES (COLLECTIVELY, THE "INDEX") WITH MATERIALLYINACCURATE COUPON RETURN INFORMATION. THE FINDINGS STATEDTHAT THE FIRM'S MANAGEMENT LEARNED OF THESE INACCURACIES,DETERMINED THAT A RESTATEMENT OF THE INDEX WAS NECESSARY, ANDWHILE THE FIRM IDENTIFIED AND FIXED THE UNDERLYING TECHNICALERROR THAT CAUSED THE INACCURACIES, IT CONTINUED TO PUBLISHTHE INDEX FOR EIGHT MONTHS BUT DID NOT DISCLOSE THEINACCURACIES TO SUBSCRIBERS. THE FIRM RESTATED THE INDEX ANDDISCLOSED TO SUBSCRIBERS THAT IT HAD CUMULATIVELY UNDERSTATEDCOUPON RETURNS BY APPROXIMATELY 4.3 PERCENT. THE FIRMREPORTED THE ISSUE TO A EUROPEAN REGULATOR AND TO FINRA IN AFORM 4530(B). THE INDEX WAS FOLLOWED BY APPROXIMATELY 40INSTITUTIONAL INVESTORS IN EUROPE. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO IMPLEMENT A SUPERVISORY SYSTEM REASONABLYDESIGNED TO OVERSEE THE PUBLICATION OF THE INDEX AND THAT THEFIRM PUBLISHED INDEX INFOMRATION THAT IT KNEW OR HAD REASON TOKNOW WAS MATERIALLY INACCURATE IN VIOLATION OF RULE 2210. FINRAACKNOWLEDGES THAT THE FIRM SELF-REPORTED THE ISSUESDESCRIBED HEREIN TO A EUROPEAN REGULATOR, AND UNDERTOOK ACOMPREHENSIVE INTERNAL REVIEW OF ITS PRODUCTION PROCESSES,SUPERVISORY POLICIES, AND SYSTEMS RELATING TO THESE ISSUES, ASWELL AS TO QUANTIFY THE SCOPE AND IMPACT OF THE ERROR.FURTHERMORE, THE FIRM HAS PROVIDED SUBSTANTIAL ASSISTANCE TOFINRA DURING ITS INVESTIGATION BY, AMONG OTHER THINGS, PROVIDINGINFORMATION OBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATIONAND MAKING PERSONS IN EUROPE WHO ARE NOT REGISTERED WITHFINRA OR SUBJECT TO ITS JURISDICTION AVAILABLE FOR INTERVIEWS BYFINRA. THE SANCTIONS REFLECT THESE FACTORS.


Resolution:


Sanction Details: FIRM WAS CENSURED AND FINED $1,000,000.

Firm Statement FINRA ACKNOWLEDGES THAT THE FIRM SELF-REPORTED THE ISSUESDESCRIBED HEREIN TO A EUROPEAN REGULATOR, AND UNDERTOOK ACOMPREHENSIVE INTERNAL REVIEW OF ITS PRODUCTION PROCESSES,SUPERVISORY POLICIES, AND SYSTEMS RELATING TO THESE ISSUES, ASWELL AS TO QUANTIFY THE SCOPE AND IMPACT OF THE ERROR.FURTHERMORE, THE FIRM HAS PROVIDED SUBSTANTIAL ASSISTANCE TOFINRA DURING ITS INVESTIGATION BY, AMONG OTHER THINGS, PROVIDINGINFORMATION OBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATIONAND MAKING PERSONS IN EUROPE WHO ARE NOT REGISTERED WITHFINRA OR SUBJECT TO ITS JURISDICTION AVAILABLE FOR INTERVIEWS BYFINRA. THE SANCTIONS REFLECT THESE FACTORS.









Firm Statement FINRA ACKNOWLEDGES THAT THE FIRM SELF-REPORTED THE ISSUESDESCRIBED HEREIN TO A EUROPEAN REGULATOR, AND UNDERTOOK ACOMPREHENSIVE INTERNAL REVIEW OF ITS PRODUCTION PROCESSES,SUPERVISORY POLICIES, AND SYSTEMS RELATING TO THESE ISSUES, ASWELL AS TO QUANTIFY THE SCOPE AND IMPACT OF THE ERROR.FURTHERMORE, THE FIRM HAS PROVIDED SUBSTANTIAL ASSISTANCE TOFINRA DURING ITS INVESTIGATION BY, AMONG OTHER THINGS, PROVIDINGINFORMATION OBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATIONAND MAKING PERSONS IN EUROPE WHO ARE NOT REGISTERED WITHFINRA OR SUBJECT TO ITS JURISDICTION AVAILABLE FOR INTERVIEWS BYFINRA. THE SANCTIONS REFLECT THESE FACTORS.

Disclosure 30 of 90

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Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE NASD/NASDAQ TRADE REPORTING FACILITY (NNTRF),THE FINRA/NASDAQ TRADE REPORTING FACILITY (FNTRF), AND THE OVERTHE COUNTER TRADE REPORTING FACILITY (OTCTRF) A TOTAL OF 78,162LAST SALE REPORTS OF TRANSACTIONS IN DESIGNATED SECURITIES.THE FINDINGS STATED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND FINRA RULES, CONCERNING THE FAILURE TO REPORTTRADES. THE FINDINGS ALSO STATED THAT THE FIRM FAILED, WITHIN 30SECONDS AFTER EXECUTION, TO TRANSMIT TO THE OTCTRF 119 LASTSALE REPORTS OF TRANSACTIONS IN OTC EQUITY SECURITIES AND THEFIRM REPORTED TO THE FNTRF 3,650 LAST SALE REPORTS OFTRANSACTIONS IN DESIGNATED SECURITIES IT WAS NOT REQUIRED TOREPORT.










Resolution:

Other Sanctions Ordered: UNDERTAKING: REVISE THE FIRM'S WRITTEN SUPERVISORYPROCEDURES

Sanction Details: THE FIRM WAS CENSURED, FINED $90,000 AND UNDERTAKES TO REVISEITS WRITTEN SUPERVISORY PROCEDURES. FINE PAID IN FULL OCTOBER27, 2015.

Regulator Statement IN DETERMINING TO RESOLVE THIS MATTER IN THE MANNER SET FORTHHEREIN, AND IN DETERMINING THE APPROPRIATE MONETARY SANCTION,FINRA TOOK INTO CONSIDERATION THAT THE FIRM SELF-REPORTED TOFINRA THE REPORTING VIOLATIONS AT ISSUE.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT, FROMSEPTEMBER 1, 2008 THROUGH OCTOBER 31, 2012, IT FAILED TO REPORTTO THE NASD/NASDAQ TRADE REPORTING FACILITY (NNTRF), THEFINRA/NASDAQ TRADE REPORTING FACILITY (FNTRF), AND THE OVER THECOUNTER TRADE REPORTING FACILITY (OTCTRF) A TOTAL OF 78,162 LASTSALE REPORTS OF TRANSACTIONS IN DESIGNATED SECURITIES. THEFINDINGS STATED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND FINRA RULES, CONCERNING THE FAILURE TO REPORTTRADES. THE FINDINGS ALSO STATED THAT, FROM JANUARY 1, 20J3THROUGH APRIL 30, 2013, THE FIRM FAILED, WITHIN 30 SECONDS AFTEREXECUTION, TO TRANSMIT TO THE OTCTRF 119 LAST SALE REPORTS OFTRANSACTIONS IN OTC EQUITY SECURITIES AND, FROM DECEMBER 1,2012 THROUGH JANUARY 10, 2014, THE FIRM REPORTED TO THE FNTRF3,650 LAST SALE REPORTS OF TRANSACTIONS IN DESIGNATEDSECURITIES IT WAS NOT REQUIRED TO REPORT.







Initiated By: FINRA


Other


UNSPECIFIED SECURITIES





WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT, FROMSEPTEMBER 1, 2008 THROUGH OCTOBER 31, 2012, IT FAILED TO REPORTTO THE NASD/NASDAQ TRADE REPORTING FACILITY (NNTRF), THEFINRA/NASDAQ TRADE REPORTING FACILITY (FNTRF), AND THE OVER THECOUNTER TRADE REPORTING FACILITY (OTCTRF) A TOTAL OF 78,162 LASTSALE REPORTS OF TRANSACTIONS IN DESIGNATED SECURITIES. THEFINDINGS STATED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND FINRA RULES, CONCERNING THE FAILURE TO REPORTTRADES. THE FINDINGS ALSO STATED THAT, FROM JANUARY 1, 20J3THROUGH APRIL 30, 2013, THE FIRM FAILED, WITHIN 30 SECONDS AFTEREXECUTION, TO TRANSMIT TO THE OTCTRF 119 LAST SALE REPORTS OFTRANSACTIONS IN OTC EQUITY SECURITIES AND, FROM DECEMBER 1,2012 THROUGH JANUARY 10, 2014, THE FIRM REPORTED TO THE FNTRF3,650 LAST SALE REPORTS OF TRANSACTIONS IN DESIGNATEDSECURITIES IT WAS NOT REQUIRED TO REPORT.


Resolution:


Sanction Details: HE FIRM WAS CENSURED, FINED $90,000 AND UNDERTAKES TO REVISEITS WRITTEN SUPERVISORY PROCEDURES.

Firm Statement IN DETERMINING TO RESOLVE THIS MATTER IN THE MANNER SET FORTHHEREIN, AND IN DETERMINING THE APPROPRIATE MONETARY SANCTION,FINRA TOOK INTO CONSIDERATION THAT THE FIRM SELF-REPORTED TOFINRA THE REPORTING VIOLATIONS AT ISSUE.



Disclosure 31 of 90

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Initiated By: FINRA


Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ACTING AS AMANAGING UNDERWRITER, IT FAILED TO REPORT 53 NEW ISSUEOFFERINGS IN TRADE REPORTING AND COMPLIANCE ENGINE(TRACE)-ELIGIBLE SECURITIZED PRODUCTS TO FINRA ACCORDING TO THE TIMEFRAME SET FORTH IN FINRA RULE 6760(C).













Other Product Type(s): SECURITIZED PRODUCTS


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FIND $16,500. FINE PAID IN FULL OCTOBER21, 2015.


No




Initiated By: FINRA





Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ACTING AS AMANAGING UNDERWRITER, IT FAILED TO REPORT 53 NEW ISSUEOFFERINGS IN TRADE REPORTING AND COMPLIANCE ENGINE(TRACE)-ELIGIBLE SECURITIZED PRODUCTS TO FINRA ACCORDING TO THE TIMEFRAME SET FORTH IN FINRA RULE 6760(C).













Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FIND $16,500.



Disclosure 32 of 90

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Initiated By: FINRA


Other


N/A





Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOTAKE REASONABLE STEPS TO ESTABLISH THAT THE INTERMARKETSWEEP ORDERS (ISOS) IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS ANDTHAT THIS CONDUCT CONSTITUTED A VIOLATION OF SEC RULE 611(C) OFREGULATION NMS.



Resolution:


No









Sanction Details: THE FIRM WAS CENSURED AND FINED $12,500. FINE PAID IN FULLOCTOBER 14, 2015.


No



Initiated By: FINRA


Other






Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOTAKE REASONABLE STEPS TO ESTABLISH THAT THE INTERMARKETSWEEP ORDERS (ISOS) IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS ANDTHAT THIS CONDUCT CONSTITUTED A VIOLATION OF SEC RULE 611(C) OFREGULATION NMS.



Resolution:












Disclosure 33 of 90

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Initiated By: BATS Z-EXCHANGE, INC.







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREASONABLY AVOID DISPLAYING AND ENGAGING IN A PATTERN ORPRACTICE OF DISPLAYING QUOTATIONS THAT LOCKED OR CROSSED APROTECTED QUOTATION. THE FINDINGS STATED THAT THE FIRM FAILEDTO TAKE REASONABLE STEPS TO ESTABLISH THAT THE INTERMARKETSWEEP ORDERS ("ISOS") IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH, MAINTAIN,AND ENFORCE WRITTEN POLICIES AND PROCEDURES THAT WEREREASONABLY DESIGNED TO PREVENT TRADE-THROUGHS OF PROTECTEDQUOTATIONS IN NMS STOCKS THAT DO NOT FALL WITHIN ANY APPLICABLEEXCEPTION, AND IF RELYING ON AN EXCEPTION, ARE REASONABLYDESIGNED TO ASSURE COMPLIANCE WITH THE TERMS OF THEEXCEPTION. SPECIFICALLY, THE FIRM'S EXCEPTION REPORTS DID NOTCAPTURE ODD-LOT ISOS THAT DID NOT MEET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS. THEFIRM VIOLATED SEC RULE 611(C) OF REGULATION NMS AND BATS RULES11.20, 11.9(D), 3.1 AND 5.1.



Resolution:


No








Sanction Details: THE FIRM WAS CENSURED, FINED $32,500, AND REQUIRED TO SUBMIT TOTHE FINRA, NO LATER THAN 30 DAYS AFTER THE AWC BECOMES FINAL,INFORMATION ACKNOWLEDGING THAT THE FIRM REVISED ITS WRITTENSUPERVISORY PROCEDURES TO ADDRESS THE DEFICIENCIES WITH ITSEXCEPTION REPORTS NOT CAPTURING ODD-LOT INTERMARKET SWEEPORDERS (ISOS) THAT DID NOT MEET THE DEFINITIONAL REQUIREMENTSSET FORTH IN RULE 600(B)(30) OF REGULATION NMS, AND THE DATE THEREVISED PROCEDURES WERE IMPLEMENTED.PURSUANT TO BZX RULE 8.8, THE DECISION IN THIS MATTER IS FINAL 20BUSINESS DAYS AFTER THE ISSUANCE OF THE DECISION. THEREFORE,THE AWC BECAME FINAL OCTOBER 14, 2012.


No



Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREASONABLY AVOID DISPLAYING AND ENGAGING IN A PATTERN ORPRACTICE OF DISPLAYING QUOTATIONS THAT LOCKED OR CROSSED APROTECTED QUOTATION. THE FINDINGS STATED THAT THE FIRM FAILEDTO TAKE REASONABLE STEPS TO ESTABLISH THAT THE INTERMARKETSWEEP ORDERS ("ISOS") IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH, MAINTAIN,AND ENFORCE WRITTEN POLICIES AND PROCEDURES THAT WEREREASONABLY DESIGNED TO PREVENT TRADE-THROUGHS OF PROTECTEDQUOTATIONS IN NMS STOCKS THAT DO NOT FALL WITHIN ANY APPLICABLEEXCEPTION, AND IF RELYING ON AN EXCEPTION, ARE REASONABLYDESIGNED TO ASSURE COMPLIANCE WITH THE TERMS OF THEEXCEPTION. SPECIFICALLY, THE FIRM'S EXCEPTION REPORTS DID NOTCAPTURE ODD-LOT ISOS THAT DID NOT MEET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS. THEFIRM VIOLATED SEC RULE 611(C) OF REGULATION NMS AND BATS RULES11.20, 11.9(D), 3.1 AND 5.1.







Initiated By: BATS Z-EXCHANGE, INC.







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREASONABLY AVOID DISPLAYING AND ENGAGING IN A PATTERN ORPRACTICE OF DISPLAYING QUOTATIONS THAT LOCKED OR CROSSED APROTECTED QUOTATION. THE FINDINGS STATED THAT THE FIRM FAILEDTO TAKE REASONABLE STEPS TO ESTABLISH THAT THE INTERMARKETSWEEP ORDERS ("ISOS") IT ROUTED MET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH, MAINTAIN,AND ENFORCE WRITTEN POLICIES AND PROCEDURES THAT WEREREASONABLY DESIGNED TO PREVENT TRADE-THROUGHS OF PROTECTEDQUOTATIONS IN NMS STOCKS THAT DO NOT FALL WITHIN ANY APPLICABLEEXCEPTION, AND IF RELYING ON AN EXCEPTION, ARE REASONABLYDESIGNED TO ASSURE COMPLIANCE WITH THE TERMS OF THEEXCEPTION. SPECIFICALLY, THE FIRM'S EXCEPTION REPORTS DID NOTCAPTURE ODD-LOT ISOS THAT DID NOT MEET THE DEFINITIONALREQUIREMENTS SET FORTH IN RULE 600(B)(30) OF REGULATION NMS. THEFIRM VIOLATED SEC RULE 611(C) OF REGULATION NMS AND BATS RULES11.20, 11.9(D), 3.1 AND 5.1.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $32,500, AND REQUIRED TO SUBMIT TOTHE FINRA, NO LATER THAN 30 DAYS AFTER THE AWC BECOMES FINAL,INFORMATION ACKNOWLEDGING THAT THE FIRM REVISED ITS WRITTENSUPERVISORY PROCEDURES TO ADDRESS THE DEFICIENCIES WITH ITSEXCEPTION REPORTS NOT CAPTURING ODD-LOT INTERMARKET SWEEPORDERS (ISOS) THAT DID NOT MEET THE DEFINITIONAL REQUIREMENTSSET FORTH IN RULE 600(B)(30) OF REGULATION NMS, AND THE DATE THEREVISED PROCEDURES WERE IMPLEMENTED. PURSUANT TO BZX RULE8.8, THE DECISION IN THIS MATTER IS FINAL 20 BUSINESS DAYS AFTERTHE ISSUANCE OF THE DECISION. THEREFORE, THE AWC BECAME FINALOCTOBER 14, 2015.



Disclosure 34 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITTRANSMITTED 58 REPORTS TO THE ORDER AUDIT TRAIL SYSTEM (OATS)THAT CONTAINED INACCURATE, INCOMPLETE, OR IMPROPERLYFORMATTED DATA. THE FINDINGS STATED THAT SPECIFICALLY, THE FIRMSUBMITTED 37 INACCURATE OR INCOMPLETE SPECIAL HANDLING CODES,DOUBLE-REPORTED 19 REPORTABLE ORDER EVENTS, FAILED TO SUBMIT15 EXECUTION REPORTS AND ONE ROUTE REPORT, SUBMITTED 15INACCURATE DESK REPORTS AND ONE INACCURATE COMBINEDORDER/ROUTE REPORT, SUBMITTED 15 INACCURATE ACCOUNT TYPECODES, SUBMITTED NINE INACCURATE TIMES OF DESK RECEIPT ORORDER RECEIPT, OMITTED TWO LIMIT PRICES, AND FAILED TO REPORT ANORDER TO OATS. THE FINDINGS ALSO STATED THAT THE FIRM'SCUSTOMER CONFIRMATIONS WERE INACCURATE OR INCOMPLETE INTHAT THE FIRM FAILED ON 10 OCCASIONS TO DISCLOSE THE CORRECTCAPACITY IN WHICH IT ACTED AND THE CORRECT TYPE OFREMUNERATION, FAILED ON 10 OCCASIONS TO DISCLOSE THE CORRECTCAPACITY IN WHICH IT ACTED, AND FAILED ON FOUR OCCASIONS TODISCLOSE TO ITS CUSTOMER THAT THE TRANSACTION WAS EXECUTED ATAN AVERAGE PRICE. THE FINDINGS ALSO INCLUDED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOFINRA RULE 5310, SUPPLEMENTARY MATERIAL .06.







Initiated By: FINRA







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITTRANSMITTED 58 REPORTS TO THE ORDER AUDIT TRAIL SYSTEM (OATS)THAT CONTAINED INACCURATE, INCOMPLETE, OR IMPROPERLYFORMATTED DATA. THE FINDINGS STATED THAT SPECIFICALLY, THE FIRMSUBMITTED 37 INACCURATE OR INCOMPLETE SPECIAL HANDLING CODES,DOUBLE-REPORTED 19 REPORTABLE ORDER EVENTS, FAILED TO SUBMIT15 EXECUTION REPORTS AND ONE ROUTE REPORT, SUBMITTED 15INACCURATE DESK REPORTS AND ONE INACCURATE COMBINEDORDER/ROUTE REPORT, SUBMITTED 15 INACCURATE ACCOUNT TYPECODES, SUBMITTED NINE INACCURATE TIMES OF DESK RECEIPT ORORDER RECEIPT, OMITTED TWO LIMIT PRICES, AND FAILED TO REPORT ANORDER TO OATS. THE FINDINGS ALSO STATED THAT THE FIRM'SCUSTOMER CONFIRMATIONS WERE INACCURATE OR INCOMPLETE INTHAT THE FIRM FAILED ON 10 OCCASIONS TO DISCLOSE THE CORRECTCAPACITY IN WHICH IT ACTED AND THE CORRECT TYPE OFREMUNERATION, FAILED ON 10 OCCASIONS TO DISCLOSE THE CORRECTCAPACITY IN WHICH IT ACTED, AND FAILED ON FOUR OCCASIONS TODISCLOSE TO ITS CUSTOMER THAT THE TRANSACTION WAS EXECUTED ATAN AVERAGE PRICE. THE FINDINGS ALSO INCLUDED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOFINRA RULE 5310, SUPPLEMENTARY MATERIAL .06.


Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $40,000 AND UNDERTAKES TO REVISEITS WRITTEN SUPERVISORY PROCEDURES. FINE PAID IN FULL ONSEPTEMBER 15, 2015.


No









Sanction Details: THE FIRM WAS CENSURED, FINED $40,000 AND UNDERTAKES TO REVISEITS WRITTEN SUPERVISORY PROCEDURES. FINE PAID IN FULL ONSEPTEMBER 15, 2015.


Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITTRANSMITTED 58 REPORTS TO THE ORDER AUDIT TRAIL SYSTEM (OATS)THAT CONTAINED INACCURATE, INCOMPLETE, OR IMPROPERLYFORMATTED DATA. SPECIFICALLY, THE FINDINGS STATED THAT, THE FIRMSUBMITTED 37 INACCURATE OR INCOMPLETE SPECIAL HANDLING CODES,DOUBLE-REPORTED 19 REPORTABLE ORDER EVENTS, FAILED TO SUBMIT15 EXECUTION REPORTS AND ONE ROUTE REPORT, SUBMITTED 15INACCURATE DESK REPORTS AND ONE INACCURATE COMBINEDORDER/ROUTE REPORT, SUBMITTED 15 INACCURATE ACCOUNT TYPECODES, SUBMITTED NINE INACCURATE TIMES OF DESK RECEIPT ORORDER RECEIPT, OMITTED TWO LIMIT PRICES, AND FAILED TO REPORT ANORDER TO OATS. THE FINDINGS ALSO STATED THAT THE FIRM'SCUSTOMER CONFIRMATIONS WERE INACCURATE OR INCOMPLETE INTHAT THE FIRM FAILED ON 10 OCCASIONS TO DISCLOSE THE CORRECTCAPACITY IN WHICH IT ACTED AND THE CORRECT TYPE OFREMUNERATION, FAILED ON 10 OCCASIONS TO DISCLOSE THE CORRECTCAPACITY IN WHICH IT ACTED, AND FAILED ON FOUR OCCASIONS TODISCLOSE TO ITS CUSTOMER THAT THE TRANSACTION WAS EXECUTED ATAN AVERAGE PRICE. THE FINDINGS ALSO INCLUDED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOFINRA RULE 5310, SUPPLEMENTARY MATERIAL .06.












Sanction Details: THE FIRM WAS CENSURED, FINED $40,000 AND UNDERTAKES TO REVISEITS WRITTEN SUPERVISORY PROCEDURES.


Disclosure 35 of 90

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Allegations: DURING THE REVIEW PERIOD (2/23/2010 - 11/29/2011), BARCLAYSACCEPTED AND CONSENTED, WITHOUT ADMITTING OR DENYING THEALLEGATIONS THE FINDINGS BY THE ISE OF THE FOLLOWING ACTS ANDVIOLATIONS.

DURING THE REVIEW PERIOD, FIRM TRADERS, TRADING ON BEHALF OFTHE FIRM, ON MULTIPLE OCCASIONS AND ON MULTIPLE TRADE DATES,ENGAGED IN TRADING WHEREBY THEY EFFECTED PURCHASES OR SALESOF EQUITY SECURITIES IN A FIRM PROPRIETARY ACCOUNT, IMMEDIATELYFOLLOWED BY PURCHASES OR SALES OF OPTIONS OVERLYING THOSESECURITIES. THESE TRANSACTIONS WERE POTENTIALLY INCONSISTENTWITH JUST AND EQUITABLE PRINCIPLES OF TRADE, BECAUSE THEYCOULD HAVE DISRUPTED THE MARKET FOR THE EQUITY SECURITIES ANDTHE OVERLYING EQUITY OPTIONS. DEPENDING ON THE ECONOMICRATIONALE FOR EFFECTING THE TRANSACTIONS, THESE TRANSACTIONSALSO COULD HAVE CONSTITUTED A CROSS PRODUCT OR MINI-MANIPULATION.

THE FIRMS OPTIONS TRADES INCLUDED EXECUTIONS ON THEEXCHANGE.

ISE RULE 401 ADDRESSES MEMBERS SUPERVISION OF PERSONSASSOCIATED WITH MEMBER.

ISE RULE 400 PROHIBITS MEMBERS FROM ENGAGING IN ACTS ORPRACTICES INCONSISTENT WITH JUST AND EQUITABLE PRINCIPLES OFTRADE.

DURING THE REVIEW PERIOD, THE FIRM DID NOT HAVE ANY WRITTENSUPERVISORY PROCEDURES THAT ADDRESSED THE TYPE OF CONDUCTADDRESSED IN THE SECOND PARAGRAPH.

DURING THE RELEVANT PERIOD, THE FIRM FAILED TO ADEQUATELYSUPERVISE THE FIRMS TRADERS TO ENSURE COMPLIANCE WITH ISERULE 400.







Initiated By: INTERNATIONAL SECURITIES EXCHANGE








DURING THE REVIEW PERIOD (2/23/2010 - 11/29/2011), BARCLAYSACCEPTED AND CONSENTED, WITHOUT ADMITTING OR DENYING THEALLEGATIONS THE FINDINGS BY THE ISE OF THE FOLLOWING ACTS ANDVIOLATIONS.

DURING THE REVIEW PERIOD, FIRM TRADERS, TRADING ON BEHALF OFTHE FIRM, ON MULTIPLE OCCASIONS AND ON MULTIPLE TRADE DATES,ENGAGED IN TRADING WHEREBY THEY EFFECTED PURCHASES OR SALESOF EQUITY SECURITIES IN A FIRM PROPRIETARY ACCOUNT, IMMEDIATELYFOLLOWED BY PURCHASES OR SALES OF OPTIONS OVERLYING THOSESECURITIES. THESE TRANSACTIONS WERE POTENTIALLY INCONSISTENTWITH JUST AND EQUITABLE PRINCIPLES OF TRADE, BECAUSE THEYCOULD HAVE DISRUPTED THE MARKET FOR THE EQUITY SECURITIES ANDTHE OVERLYING EQUITY OPTIONS. DEPENDING ON THE ECONOMICRATIONALE FOR EFFECTING THE TRANSACTIONS, THESE TRANSACTIONSALSO COULD HAVE CONSTITUTED A CROSS PRODUCT OR MINI-MANIPULATION.

THE FIRMS OPTIONS TRADES INCLUDED EXECUTIONS ON THEEXCHANGE.

ISE RULE 401 ADDRESSES MEMBERS SUPERVISION OF PERSONSASSOCIATED WITH MEMBER.

ISE RULE 400 PROHIBITS MEMBERS FROM ENGAGING IN ACTS ORPRACTICES INCONSISTENT WITH JUST AND EQUITABLE PRINCIPLES OFTRADE.

DURING THE REVIEW PERIOD, THE FIRM DID NOT HAVE ANY WRITTENSUPERVISORY PROCEDURES THAT ADDRESSED THE TYPE OF CONDUCTADDRESSED IN THE SECOND PARAGRAPH.

DURING THE RELEVANT PERIOD, THE FIRM FAILED TO ADEQUATELYSUPERVISE THE FIRMS TRADERS TO ENSURE COMPLIANCE WITH ISERULE 400.


Resolution:


Sanction Details: FIRM FINED $250,000, WITH $125,000 PAYABLE TO ISE.


No




Allegations: IN CONNECTION WITH THE INTERNATIONAL SECURITIES EXCHANGE, LLC'S(THE "EXCHANGE'S") INVESTIGATION OF EQUITY SECURITIES ANDOPTIONS TRADING IN 2010 AND 2011 AND WHETHER CERTAIN TRADESWERE IN VIOLATION OF APPLICABLE SELF-REGULATORY ORGANIZATIONRULES AND/OR SECURITIES LAWS, THE FIRM AGREED TO SETTLE THEMATTER, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, ANDCONSENTING TO THE IMPOSITION OF A SANCTION THAT INCLUDES ACENSURE AND A TOTAL PAYMENT OF $250,000 TO THREE LOCALEXCHANGES, INCLUDING A PAYMENT OF $125,000 TO THE EXCHANGE. INSO DOING, THE FIRM CONSENTED TO THE ENTRY OF FINDINGS THAT (1)DURING THE PERIOD OF FEBRUARY 23, 2010 TO NOVEMBER 29, 2011, FIRMTRADERS, TRADING ON BEHALF OF THE FIRM, ON MULTIPLE OCCASIONSAND ON MULTIPLE TRADE DATES, ENGAGED IN TRADING WHEREBY THEYEFFECTED PURCHASES OR SALES OF EQUITY SECURITIES IN A FIRMPROPRIETARY ACCOUNT, IMMEDIATELY FOLLOWED BY PURCHASES ORSALES OF OPTIONS OVERLYING THOSE SECURITIES; (2) THESETRANSACTIONS WERE POTENTIALLY INCONSISTENT WITH JUST ANDEQUITABLE PRINCIPLES OF TRADE, BECAUSE THEY COULD HAVEDISRUPTED THE MARKET; AND, (3) DEPENDING ON THE ECONOMICRATIONALE FOR THE TRANSACTIONS, THESE TRANSACTIONS COULDHAVE CONSTITUTED A CROSS-PRODUCT OR MINI-MANIPULATION. THEFINDINGS STATE THAT THE FIRM DID NOT HAVE ADEQUATE SUPERVISORYPROCEDURES OR SURVEILLANCE IN PLACE, AND THAT THE FIRM'SACTIVITY VIOLATED RULES 400 AND 401 OF THE EXCHANGE.















IN CONNECTION WITH THE INTERNATIONAL SECURITIES EXCHANGE, LLC'S(THE "EXCHANGE'S") INVESTIGATION OF EQUITY SECURITIES ANDOPTIONS TRADING IN 2010 AND 2011 AND WHETHER CERTAIN TRADESWERE IN VIOLATION OF APPLICABLE SELF-REGULATORY ORGANIZATIONRULES AND/OR SECURITIES LAWS, THE FIRM AGREED TO SETTLE THEMATTER, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, ANDCONSENTING TO THE IMPOSITION OF A SANCTION THAT INCLUDES ACENSURE AND A TOTAL PAYMENT OF $250,000 TO THREE LOCALEXCHANGES, INCLUDING A PAYMENT OF $125,000 TO THE EXCHANGE. INSO DOING, THE FIRM CONSENTED TO THE ENTRY OF FINDINGS THAT (1)DURING THE PERIOD OF FEBRUARY 23, 2010 TO NOVEMBER 29, 2011, FIRMTRADERS, TRADING ON BEHALF OF THE FIRM, ON MULTIPLE OCCASIONSAND ON MULTIPLE TRADE DATES, ENGAGED IN TRADING WHEREBY THEYEFFECTED PURCHASES OR SALES OF EQUITY SECURITIES IN A FIRMPROPRIETARY ACCOUNT, IMMEDIATELY FOLLOWED BY PURCHASES ORSALES OF OPTIONS OVERLYING THOSE SECURITIES; (2) THESETRANSACTIONS WERE POTENTIALLY INCONSISTENT WITH JUST ANDEQUITABLE PRINCIPLES OF TRADE, BECAUSE THEY COULD HAVEDISRUPTED THE MARKET; AND, (3) DEPENDING ON THE ECONOMICRATIONALE FOR THE TRANSACTIONS, THESE TRANSACTIONS COULDHAVE CONSTITUTED A CROSS-PRODUCT OR MINI-MANIPULATION. THEFINDINGS STATE THAT THE FIRM DID NOT HAVE ADEQUATE SUPERVISORYPROCEDURES OR SURVEILLANCE IN PLACE, AND THAT THE FIRM'SACTIVITY VIOLATED RULES 400 AND 401 OF THE EXCHANGE.


Resolution:


Sanction Details: FIRM FINED $250,000, WITH $125,000 PAYABLE TO ISE.



Disclosure 36 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT AS THERESULT OF ITS FAILURE TO CHANGE THE REPORTING LOGIC IN ITSORDER MANAGEMENT SYSTEM TO COMPLY WITH FINRA'S REGULATORYNOTICE 09-08, THE FIRM FAILED TO IDENTIFY THE CORRECT EXECUTINGPARTY ON APPROXIMATELY 90,000,000 NON-MEDIA CLEARING REPORTSWITH OTHER BROKER-DEALERS THAT WERE REPORTED TO THEFINRA/NASDAQ TRADE REPORTING FACILITY (FNTRF). THE FINDINGSSTATED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FORSUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHRESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS, ANDTHE RULES OF FINRA, CONCERNING ACCURATELY REPORTING THEEXECUTING PARTY.







Initiated By: FINRA









Resolution:

Other Sanctions Ordered: UNDERTAKING: REVISE THE FIRM'S WRITTEN SUPERVISORYPROCEDURES.


FINE PAID IN FULL ON AUGUST 17, 2015.


No










Initiated By: FINRA










Resolution:





Disclosure 37 of 90

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Initiated By: NASDAQ OMX PHLX, INC.


Other


N/A




Other Product Type(s): EQUITY SECURITIES

Allegations: THE BUSINESS CONDUCT COMMITTEE ("COMMITTEE), PURSUANT TORULE 960.2(F) OF THE RULES OF THE NASDAQ OMX PHLX, LLC("EXCHANGE RULES") AND UPON INFORMATION AND BELIEF, HEREBYAUTHORIZES THE ISSUANCE OF THIS STATEMENT OF CHARGES ANDALLEGES: DURING THE RELEVANT PERIOD, TRADERS EMPLOYED BY THERESPONDENT, TRADING ON BEHALF OF THE RESPONDENT, ON MULTIPLEOCCASIONS AND ON MULTIPLE TRADE DATES, ENGAGED IN TRADINGWHEREBY THEY EFFECTED PURCHASES OR SALES OF EQUITYSECURITIES IN A FIRM PROPRIETARY ACCOUNT, IMMEDIATELY FOLLOWEDBY PURCHASES OR SALES OF OPTIONS OVERLYING THOSE SECURITIES.THESE TRANSACTIONS WERE POTENTIALLY INCONSISTENT WITH JUSTAND EQUITABLE PRINCIPLES OF TRADE, BECAUSE THEY COULD HAVEDISRUPTED THE MARKET FOR THE EQUITY SECURITIES AND THEOVERLYING EQUITY OPTIONS. DEPENDING ON THE ECONOMICRATIONALE FOR EFFECTING THE TRANSACTIONS, THESE TRANSACTIONSALSO COULD HAVE CONSTITUTED A CROSS-PRODUCT OR MINI-MANIPULATION. THE FIRM'S OPTION TRADES INCLUDED EXECUTIONS ONTHE EXCHANGE. DURING THE RELEVANT PERIOD, RESPONDENT DID NOTHAVE ANY WRITTEN SUPERVISORY PROCEDURES THAT ADDRESSED THETYPE OF CONDUCT DESCRIBED ABOVE, OR ANY SURVEILLANCE SYSTEMTO DETECT THE ACTIVITY. RESPONDENT FAILED TO ADEQUATELYSUPERVISE THE FIRM'S TRADERS TO ENSURE COMPLIANCE WITHEXCHANGE RULE 707. BY FAILING TO ESTABLISH AND MAINTAINADEQUATE SUPERVISORY PROCEDURES, AND A REASONABLE SYSTEMOF FOLLOW-UP AND REVIEW TO ENSURE COMPLIANCE WITH EXCHANGERULE 707, RESPONDENT VIOLATED EXCHANGE RULES 707 AND 748.



Resolution: Decision & Order of Offer of Settlement







Sanction Details: THE FIRM WAS CENSURED AND FINED $112,500

Regulator Statement DECISION ISSUED UPON ACCEPTANCE OF OFFER OF SETTLEMENT: THEFIRM MADE AN OFFER OF SETTLEMENT, STIPULATION OF FACTS ANDCONSENT TO SANCTIONS ("OFFER"). THE COMMITTEE REVIEWED THEOFFER AND THE REPORT OF AN EXCHANGE INVESTIGATION CONCERNINGTHE FACTS UNDERLYING THIS MATTER, MADE A FINDING THAT SAID FACTSDISCLOSED PROBABLE CAUSE THAT RESPONDENT HAD COMMITTEDVIOLATIONS WITHIN THE EXCHANGE'S DISCIPLINARY JURISDICTION,AUTHORIZED A STATEMENT OF CHARGES TO BE ISSUED AGAINSTRESPONDENT BASED ON SAID FACTS AND VIOLATIONS, AND ACCEPTEDTHE OFFER. RESPONDENT AGREES THAT THE DECISION TO BE ISSUEDHEREIN SHALL BE FINAL. THE COMMITTEE CONCURS IN THE SANCTIONSCONSENTED TO BY RESPONDENT, AND ORDERS THE IMPOSITION OF THEFOLLOWING SANCTIONS: A CENSURE; AND A TOTAL FINE OF $250,000 DUETO THE EXCHANGE AND THE TWO OPTIONS EXCHANGES, OF WHICH$112,500 SHALL BE PAID TO THE EXCHANGE.

-ASSOCIATED CASE NUMBER IS ENFORCEMENT NO 2015-06 -


No



Allegations: IN CONNECTION WITH THE NASDAQ OMX PHLX, INC'S (THE "EXCHANGE'S")INVESTIGATION OF EQUITY SECURITIES AND OPTIONS TRADING IN 2010AND 2011 AND WHETHER CERTAIN TRADES WERE IN VIOLATION OFAPPLICABLE SELF-REGULATORY ORGANIZATION RULES AND/ORSECURITIES LAWS, THE FIRM AGREED TO SETTLE THE MATTER, WITHOUTADMITTING OR DENYING THE ALLEGATIONS, AND CONSENTING TO THEIMPOSITION OF A SANCTION THAT INCLUDES A CENSURE AND A TOTALPAYMENT OF $250,000 TO THREE LOCAL EXCHANGES, INCLUDING APAYMENT OF $112,500 TO THE EXCHANGE. IN SO DOING, THE FIRMCONSENTED TO THE ENTRY OF FINDINGS THAT (1) DURING THE PERIODOF FEBRUARY 23, 2010 TO NOVEMBER 29, 2011, FIRM TRADERS, TRADINGON BEHALF OF THE FIRM, ON MULTIPLE OCCASIONS AND ON MULTIPLETRADE DATES, ENGAGED IN TRADING WHEREBY THEY EFFECTEDPURCHASES OR SALES OF EQUITY SECURITIES IN A FIRM PROPRIETARYACCOUNT, IMMEDIATELY FOLLOWED BY PURCHASES OR SALES OFOPTIONS OVERLYING THOSE SECURITIES; (2) THESE TRANSACTIONSWERE POTENTIALLY INCONSISTENT WITH JUST AND EQUITABLEPRINCIPLES OF TRADE, BECAUSE THEY COULD HAVE DISRUPTED THEMARKET; AND, (3) DEPENDING ON THE ECONOMIC RATIONALE FOR THETRANSACTIONS, THESE TRANSACTIONS COULD HAVE CONSTITUTED ACROSS-PRODUCT OR MINI-MANIPULATION. THE FINDINGS STATE THATTHE FIRM DID NOT HAVE ADEQUATE SUPERVISORY PROCEDURES ORSURVEILLANCE IN PLACE, AND THAT THE FIRM'S ACTIVITY VIOLATEDRULES 707 AND 748 OF THE EXCHANGE.







Initiated By: NASDAQ OMX PHLX, INC.


Other


N/A





IN CONNECTION WITH THE NASDAQ OMX PHLX, INC'S (THE "EXCHANGE'S")INVESTIGATION OF EQUITY SECURITIES AND OPTIONS TRADING IN 2010AND 2011 AND WHETHER CERTAIN TRADES WERE IN VIOLATION OFAPPLICABLE SELF-REGULATORY ORGANIZATION RULES AND/ORSECURITIES LAWS, THE FIRM AGREED TO SETTLE THE MATTER, WITHOUTADMITTING OR DENYING THE ALLEGATIONS, AND CONSENTING TO THEIMPOSITION OF A SANCTION THAT INCLUDES A CENSURE AND A TOTALPAYMENT OF $250,000 TO THREE LOCAL EXCHANGES, INCLUDING APAYMENT OF $112,500 TO THE EXCHANGE. IN SO DOING, THE FIRMCONSENTED TO THE ENTRY OF FINDINGS THAT (1) DURING THE PERIODOF FEBRUARY 23, 2010 TO NOVEMBER 29, 2011, FIRM TRADERS, TRADINGON BEHALF OF THE FIRM, ON MULTIPLE OCCASIONS AND ON MULTIPLETRADE DATES, ENGAGED IN TRADING WHEREBY THEY EFFECTEDPURCHASES OR SALES OF EQUITY SECURITIES IN A FIRM PROPRIETARYACCOUNT, IMMEDIATELY FOLLOWED BY PURCHASES OR SALES OFOPTIONS OVERLYING THOSE SECURITIES; (2) THESE TRANSACTIONSWERE POTENTIALLY INCONSISTENT WITH JUST AND EQUITABLEPRINCIPLES OF TRADE, BECAUSE THEY COULD HAVE DISRUPTED THEMARKET; AND, (3) DEPENDING ON THE ECONOMIC RATIONALE FOR THETRANSACTIONS, THESE TRANSACTIONS COULD HAVE CONSTITUTED ACROSS-PRODUCT OR MINI-MANIPULATION. THE FINDINGS STATE THATTHE FIRM DID NOT HAVE ADEQUATE SUPERVISORY PROCEDURES ORSURVEILLANCE IN PLACE, AND THAT THE FIRM'S ACTIVITY VIOLATEDRULES 707 AND 748 OF THE EXCHANGE.


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $112,500



Disclosure 38 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TRANSACTIONS IN TRADE REPORTING AND COMPLIANCE ENGINE(TRACE)-ELIGIBLE S1 CORPORATE DEBT SECURITIES TO TRACE WITHINTHE TIME REQUIRED. THE FINDINGS STATED THAT THE FIRM FAILED TOCAPTURE THE CORRECT TRADE EXECUTION TIME FOR TRANSACTIONS INTRACE-ELIGIBLE S1 CORPORATE DEBT SECURITIES. AS A RESULT, FORTHESE TRANSACTIONS IN TRACE-ELIGIBLE S1 CORPORATE DEBTSECURITIES, THE FIRM: (I) FAILED TO REPORT TO TRACE THE CORRECTTRADE EXECUTION TIME: (II) FAILED TO REPORT TRANSACTIONS TOTRACE WITHIN THE TIME REQUIRED; AND (III) FAILED TO SHOW THECORRECT TIME OF EXECUTION ON THE MEMORANDUM OF BROKERAGEORDERS. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO REPORTTRANSACTIONS IN TRACE-ELIGIBLE P1 CORPORATE DEBT SECURITIES TOTRACE THAT IT WAS REQUIRED TO REPORT AND FAILED TO REPORT THECORRECT CONTRA-PARTY'S IDENTIFIER FOR TRANSACTIONS IN TRACE-ELIGIBLE P1 CORPORATE DEBT SECURITIES TO TRACE. THE FINDINGSALSO INCLUDED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND THE RULES OF FINRA, CONCERNING TIMELY ANDACCURATE REPORTING OF TRACE-ELIGIBLE SECURITIES.







Initiated By: FINRA





Principal Product Type: Debt - Corporate


WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TRANSACTIONS IN TRADE REPORTING AND COMPLIANCE ENGINE(TRACE)-ELIGIBLE S1 CORPORATE DEBT SECURITIES TO TRACE WITHINTHE TIME REQUIRED. THE FINDINGS STATED THAT THE FIRM FAILED TOCAPTURE THE CORRECT TRADE EXECUTION TIME FOR TRANSACTIONS INTRACE-ELIGIBLE S1 CORPORATE DEBT SECURITIES. AS A RESULT, FORTHESE TRANSACTIONS IN TRACE-ELIGIBLE S1 CORPORATE DEBTSECURITIES, THE FIRM: (I) FAILED TO REPORT TO TRACE THE CORRECTTRADE EXECUTION TIME: (II) FAILED TO REPORT TRANSACTIONS TOTRACE WITHIN THE TIME REQUIRED; AND (III) FAILED TO SHOW THECORRECT TIME OF EXECUTION ON THE MEMORANDUM OF BROKERAGEORDERS. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO REPORTTRANSACTIONS IN TRACE-ELIGIBLE P1 CORPORATE DEBT SECURITIES TOTRACE THAT IT WAS REQUIRED TO REPORT AND FAILED TO REPORT THECORRECT CONTRA-PARTY'S IDENTIFIER FOR TRANSACTIONS IN TRACE-ELIGIBLE P1 CORPORATE DEBT SECURITIES TO TRACE. THE FINDINGSALSO INCLUDED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND THE RULES OF FINRA, CONCERNING TIMELY ANDACCURATE REPORTING OF TRACE-ELIGIBLE SECURITIES.


Resolution:



No










Sanction Details: THE FIRM WAS CENSURED, FINED $52,500, AND UNDERTAKES TO REVISEITS WRITTEN SUPERVISORY PROCEDURES.FINE PAID IN FULL ON AUGUST 11, 2015.


Initiated By: FINRA





Principal Product Type: Debt - Corporate


Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING THEFIRST HALF OF 2012, IT FAILED TO REPORT CERTAIN TRANSACTIONS INTRADE REPORTING AND COMPLIANCE ENGINE (TRACE)-ELIGIBLE S1CORPORATE DEBT SECURITIES TO TRACE WITHIN THE TIME REQUIREDAND THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FORSUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHRESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS, ANDTHE RULES OF FINRA, CONCERNING TIMELY AND ACCURATE REPORTINGOF TRACE-ELIGIBLE SECURITIES. THE FINDINGS ALSO STATED THATDURING THE THIRD QUARTER OF 2013, THE FIRM FAILED TO CAPTURETHE CORRECT TRADE EXECUTION TIME FOR CERTAIN TRANSACTIONS INTRACE-ELIGIBLE S1 CORPORATE DEBT SECURITIES AND. AS A RESULT,FOR THESE TRANSACTIONS THE FIRM: (I) FAILED TO REPORT TO TRACETHE CORRECT TRADE EXECUTION TIME: (II) FAILED TO REPORTTRANSACTIONS TO TRACE WITHIN THE TIME REQUIRED; AND (III) FAILEDTO SHOW THE CORRECT TIME OF EXECUTION ON THE MEMORANDUM OFBROKERAGE ORDERS. THE FINDINGS ALSO STATED THAT DURING THEFIRST QUARTER OF 2014, THE FIRM FAILED TO REPORT TRANSACTIONS INTRACE-ELIGIBLE P1 CORPORATE DEBT SECURITIES TO TRACE THAT ITWAS REQUIRED TO REPORT AND FAILED TO REPORT THE CORRECTCONTRA-PARTY'S IDENTIFIER FOR TRANSACTIONS IN TRACE-ELIGIBLE P1CORPORATE DEBT SECURITIES TO TRACE.









Resolution:


Sanction Details: THE FIRM WAS CENSURED, FINED $52,500, AND UNDERTAKES TO REVISEITS WRITTEN SUPERVISORY PROCEDURES.



Disclosure 39 of 90

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Initiated By: NASDAQ OMX BX, INC.





Other Product Type(s): EQUITIES AND OVERLYING OPTIONS

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT FIRMTRADERS, TRADING ON BEHALF OF THE FIRM, ON MULTIPLE OCCASIONSAND ON MULTIPLE TRADE DATES, ENGAGED IN TRADING WHEREBY THEYEFFECTED PURCHASES OR SALES OF EQUITY SECURITIES IN A FIRMPROPRIETARY ACCOUNT, IMMEDIATELY FOLLOWED BY PURCHASES ORSALES OF OPTIONS OVERLYING THOSE SECURITIES. THESETRANSACTIONS WERE POTENTIALLY INCONSISTENT WITH JUST ANDEQUITABLE PRINCIPLES OF TRADE, BECAUSE THEY COULD HAVEDISRUPTED THE MARKET FOR THE EQUITY SECURITIES AND THEOVERLYING EQUITY OPTIONS. DEPENDING ON THE ECONOMICRATIONALE FOR EFFECTING THE TRANSACTIONS, THESE TRANSACTIONSALSO COULD HAVE CONSTITUTED A CROSS-PRODUCT OR MINI-MANIPULATION. THE FINDINGS STATED THAT THE FIRM DID NOT HAVE ANYWRITTEN SUPERVISORY PROCEDURES (WSPS) THAT ADDRESSED THETYPE OF CONDUCT DESCRIBED IN THE AWC OR ANY SURVEILLANCESYSTEM TO DETECT THE ACTIVITY DESCRIBED IN THE AWC. THE FIRMFAILED TO ADEQUATELY SUPERVISE THE FIRM'S TRADERS TO ENSURECOMPLIANCE WITH CHAPTER II, SECTION 14 OF THE GRANDFATHEREDRULES OF NASDAQ OMX BX, INC.










Resolution:


Sanction Details: THE FIRM WAS CENSURED FINED $250,000, OF WHICH $12,500 SHALL BEPAYABLE TO NASDAQ OMX BX, INC.


No




Allegations: IN CONNECTION WITH THE NASDAQ OMX BX, INC'S (THE "EXCHANGE'S")INVESTIGATION OF EQUITY SECURITIES AND OPTIONS TRADING IN 2010AND 2011 AND WHETHER CERTAIN TRADES WERE IN VIOLATION OFAPPLICABLE SELF-REGULATORY ORGANIZATION RULES, THE FIRMAGREED TO SETTLE THE MATTER, WITHOUT ADMITTING OR DENYING THEALLEGATIONS, AND CONSENTING TO THE IMPOSITION OF A SANCTIONTHAT INCLUDES A CENSURE AND A TOTAL PAYMENT OF $250,000 TOTHREE LOCAL EXCHANGES, INCLUDING A PAYMENT OF $12,500 TO THEEXCHANGE. IN SO DOING, THE FIRM CONSENTED TO THE ENTRY OFFINDINGS THAT (1) DURING THE PERIOD OF FEBRUARY 23, 2010 TONOVEMBER 29, 2011, FIRM TRADERS, TRADING ON BEHALF OF THE FIRM,ON MULTIPLE OCCASIONS AND ON MULTIPLE TRADE DATES, ENGAGED INTRADING WHEREBY THEY EFFECTED PURCHASES OR SALES OF EQUITYSECURITIES IN A FIRM PROPRIETARY ACCOUNT, IMMEDIATELY FOLLOWEDBY PURCHASES OR SALES OF OPTIONS OVERLYING THOSE SECURITIES;(2) THESE TRANSACTIONS WERE POTENTIALLY INCONSISTENT WITH JUSTAND EQUITABLE PRINCIPLES OF TRADE, BECAUSE THEY COULD HAVEDISRUPTED THE MARKET; AND, (3) DEPENDING ON THE ECONOMICRATIONALE FOR THE TRANSACTIONS, THESE TRANSACTIONS COULDHAVE CONSTITUTED A CROSS-PRODUCT OR MINI-MANIPULATION. THEFINDINGS STATE THAT THE FIRM DID NOT HAVE ADEQUATE SUPERVISORYPROCEDURES OR SURVEILLANCE IN PLACE, AND THAT THE FIRM'SACTIVITY VIOLATED CHAPTER V, SECTION 1(B)(IV) OF THE BOX TRADINGRULES, AND CHAPTER II, SECTION 14 OF THE GRANDFATHERED RULES OFTHE EXCHANGE.













Other Product Type(s): EQUITIES AND OVERLYING OPTIONS

IN CONNECTION WITH THE NASDAQ OMX BX, INC'S (THE "EXCHANGE'S")INVESTIGATION OF EQUITY SECURITIES AND OPTIONS TRADING IN 2010AND 2011 AND WHETHER CERTAIN TRADES WERE IN VIOLATION OFAPPLICABLE SELF-REGULATORY ORGANIZATION RULES, THE FIRMAGREED TO SETTLE THE MATTER, WITHOUT ADMITTING OR DENYING THEALLEGATIONS, AND CONSENTING TO THE IMPOSITION OF A SANCTIONTHAT INCLUDES A CENSURE AND A TOTAL PAYMENT OF $250,000 TOTHREE LOCAL EXCHANGES, INCLUDING A PAYMENT OF $12,500 TO THEEXCHANGE. IN SO DOING, THE FIRM CONSENTED TO THE ENTRY OFFINDINGS THAT (1) DURING THE PERIOD OF FEBRUARY 23, 2010 TONOVEMBER 29, 2011, FIRM TRADERS, TRADING ON BEHALF OF THE FIRM,ON MULTIPLE OCCASIONS AND ON MULTIPLE TRADE DATES, ENGAGED INTRADING WHEREBY THEY EFFECTED PURCHASES OR SALES OF EQUITYSECURITIES IN A FIRM PROPRIETARY ACCOUNT, IMMEDIATELY FOLLOWEDBY PURCHASES OR SALES OF OPTIONS OVERLYING THOSE SECURITIES;(2) THESE TRANSACTIONS WERE POTENTIALLY INCONSISTENT WITH JUSTAND EQUITABLE PRINCIPLES OF TRADE, BECAUSE THEY COULD HAVEDISRUPTED THE MARKET; AND, (3) DEPENDING ON THE ECONOMICRATIONALE FOR THE TRANSACTIONS, THESE TRANSACTIONS COULDHAVE CONSTITUTED A CROSS-PRODUCT OR MINI-MANIPULATION. THEFINDINGS STATE THAT THE FIRM DID NOT HAVE ADEQUATE SUPERVISORYPROCEDURES OR SURVEILLANCE IN PLACE, AND THAT THE FIRM'SACTIVITY VIOLATED CHAPTER V, SECTION 1(B)(IV) OF THE BOX TRADINGRULES, AND CHAPTER II, SECTION 14 OF THE GRANDFATHERED RULES OFTHE EXCHANGE.


Resolution:


Sanction Details: THE FIRM WAS CENSURED FINED $250,000, OF WHICH $12,500 SHALL BEPAYABLE TO NASDAQ OMX BX, INC.



Disclosure 40 of 90

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Allegations: BARCLAYS CAPITAL INC. ("BARCLAYS"), AN EXCHANGE TPHORGANIZATION, WAS CENSURED AND FINED $35,000 FOR THE FOLLOWINGCONDUCT. BARCLAYS (I) MISMARKED NUMEROUS PRINCIPAL ORDERSWITH AN AGENCY ORDER CAPACITY CODE; (II) MISMARKED NUMEROUSPRINCIPAL ORDERS WITH AN AGENCY ORDER CAPACITY CODE, AND AS ARESULT, BARCLAYS FAILED TO MAINTAIN ACCURATE BOOKS ANDRECORDS; AND (III) FAILED TO IMPLEMENT ADEQUATE SUPERVISORYPOLICIES AND PROCEDURES RELATED TO ORDER CAPACITY CODEMARKING TO ASSURE COMPLIANCE WITH EXCHANGE RULES AND THERULES PROMULGATED UNDER THE ACT. (EXCHANGE RULES 4.2 -ADHERENCE TO LAW, 6.51 - REPORTING DUTIES AND 15.1 - MAINTENANCE,RETENTION AND FURNISHING OF BOOKS, RECORDS AND OTHERINFORMATION, SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-3 -RECORDS TO BE MADE CERTAIN BY EXCHANGE MEMBERS, BROKERS ANDDEALERS, THEREUNDER)












Docket/Case Number: 15-0051 / 20150441464



BARCLAYS CAPITAL INC. ("BARCLAYS"), AN EXCHANGE TPHORGANIZATION, WAS CENSURED AND FINED $35,000 FOR THE FOLLOWINGCONDUCT. BARCLAYS (I) MISMARKED NUMEROUS PRINCIPAL ORDERSWITH AN AGENCY ORDER CAPACITY CODE; (II) MISMARKED NUMEROUSPRINCIPAL ORDERS WITH AN AGENCY ORDER CAPACITY CODE, AND AS ARESULT, BARCLAYS FAILED TO MAINTAIN ACCURATE BOOKS ANDRECORDS; AND (III) FAILED TO IMPLEMENT ADEQUATE SUPERVISORYPOLICIES AND PROCEDURES RELATED TO ORDER CAPACITY CODEMARKING TO ASSURE COMPLIANCE WITH EXCHANGE RULES AND THERULES PROMULGATED UNDER THE ACT. (EXCHANGE RULES 4.2 -ADHERENCE TO LAW, 6.51 - REPORTING DUTIES AND 15.1 - MAINTENANCE,RETENTION AND FURNISHING OF BOOKS, RECORDS AND OTHERINFORMATION, SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-3 -RECORDS TO BE MADE CERTAIN BY EXCHANGE MEMBERS, BROKERS ANDDEALERS, THEREUNDER)


Resolution:








Allegations: BARCLAYS AGREED TO FINDINGS THAT BETWEEN JUNE 24, 2009 ANDOCTOBER 16, 2009 IT: (I) MISMARKED NUMEROUS PRINCIPAL ORDERSWITH AN AGENCY ORDER CAPACITY CODE; (II) MISMARKED NUMEROUSPRINCIPAL ORDERS WITH AN AGENCY ORDER CAPACITY CODE, AND, AS ARESULT, FAILED TO MAINTAIN ACCURATE BOOKS AND RECORDS; AND (III)FAILED TO IMPLEMENT ADEQUATE SUPERVISORY POLICIES ANDPROCEDURES RELATED TO ORDER CAPACITY CODE MARKING TO ASSURECOMPLIANCE WITH EXCHANGE RULES AND THE RULES PROMULGATEDUNDER THE SECURITIES EXCHANGE ACT OF 1934 ("THE ACT").(VIOLATIONS OF EXCHANGE RULES 4.2, 6.51 AND 15.1; AND RULE 17A-3UNDER THE ACT).










Docket/Case Number: 15-0051 / 20150441464




Resolution:





Disclosure 41 of 90

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Docket/Case Number: 14-0184 AND 14-0185

Allegations: BARCLAYS CAPITAL INC. ("BARCLAYS"), AN EXCHANGE TPHORGANIZATION, WAS CENSURED AND FINED $100,000 FOR THEFOLLOWING CONDUCT: BARCLAYS (I) FAILED TO IMPLEMENT ANDMAINTAIN ADEQUATE WRITTEN SUPERVISORY PROCEDURES ANDINFORMATION BARRIERS TO RESTRICT THE FLOW OF CUSTOMER SPXORDER INFORMATION RELATED TO THE VX HOSS OPENING PROCEDURETO THE FIRM'S FLOW VOLATILITY DESK, WHICH ALSO PLACED SPXORDERS FOR PARTICIPATION IN THE VX HOSS OPENING PROCEDURE;AND (II) ON BEHALF OF A BARCLAYS CUSTOMER, SUBMITTED AN SPXSTRATEGY ORDER AFTER THE 8:15 A.M. CT CUT-OFF TIME FOR THESUBMISSION OF STRATEGY ORDERS USED TO CALCULATE THE VXSETTLEMENT PRICE. (EXCHANGE RULES 4.2 - ADHERENCE TO LAW, 4.18 -PREVENTION OF THE MISUSE OF MATERIAL, NONPUBLIC INFORMATIONAND 6.2B - HYBRID OPENING SYSTEM (HOSS); AND SECTION 15(G) OF THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED)














Resolution:




Consent







Allegations: BARCLAYS CAPITAL INC. ("BARCLAYS"), AN EXCHANGE TPHORGANIZATION, WAS CENSURED AND FINED $100,000 FOR THEFOLLOWING CONDUCT: BARCLAYS (I) FAILED TO IMPLEMENT ANDMAINTAIN ADEQUATE WRITTEN SUPERVISORY PROCEDURES ANDINFORMATION BARRIERS TO RESTRICT THE FLOW OF CUSTOMER SPXORDER INFORMATION RELATED TO THE VX HOSS OPENING PROCEDURETO THE FIRM'S FLOW VOLATILITY DESK, WHICH ALSO PLACED SPXORDERS FOR PARTICIPATION IN THE VX HOSS OPENING PROCEDURE;AND (II) ON BEHALF OF A BARCLAYS CUSTOMER, SUBMITTED AN SPXSTRATEGY ORDER AFTER THE 8:15 A.M. CT CUT-OFF TIME FOR THESUBMISSION OF STRATEGY ORDERS USED TO CALCULATE THE VXSETTLEMENT PRICE. (EXCHANGE RULES 4.2 - ADHERENCE TO LAW, 4.18 -PREVENTION OF THE MISUSE OF MATERIAL, NONPUBLIC INFORMATIONAND 6.2B - HYBRID OPENING SYSTEM (HOSS); AND SECTION 15(G) OF THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED)












Resolution:




Consent

Disclosure 42 of 90

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Initiated By: NEW YORK STOCK EXCHANGE






Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOOBTAIN AND/OR DOCUMENT REQUIRED FLOOR OFFICIAL (FO) APPROVALWHEN ACTING AS DEALER TRANSACTING AT $1.00 OR MORE AWAY FROMTHE LAST SALE WHEN SUCH LAST SALE WAS UNDER $20 OR AT $2.00 ORMORE AWAY FROM THE LAST SALE WHEN SUCH LAST SALE IS AT $20 PERSHARE OR OVER. THE FINDINGS STATED THAT THE FIRM FAILED TOOBTAIN AND/OR DOCUMENT REQUIRED PRIOR FO APPROVALS FORPUBLISHING A MANDATORY INDICATION; FAILED TO PUBLISH MANDATORYINDICATIONS; FAILED TO WAIT THE REQUIRED THREE MINUTES AFTERPUBLISHING A MANDATORY INDICATION BEFORE OPENING SYMBOLS; ANDFAILED TO OPEN SYMBOLS WITHIN A PUBLISHED MANDATORYINDICATION. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TODISSEMINATE REQUIRED PRE-OPENING INDICATIONS.










Resolution:




No








Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOOBTAIN AND/OR DOCUMENT REQUIRED FLOOR OFFICIAL (FO) APPROVALWHEN ACTING AS DEALER TRANSACTING AT $1.00 OR MORE AWAY FROMTHE LAST SALE WHEN SUCH LAST SALE WAS UNDER $20 OR AT $2.00 ORMORE AWAY FROM THE LAST SALE WHEN SUCH LAST SALE IS AT $20 PERSHARE OR OVER. THE FINDINGS STATED THAT THE FIRM FAILED TOOBTAIN AND/OR DOCUMENT REQUIRED PRIOR FO APPROVALS FORPUBLISHING A MANDATORY INDICATION; FAILED TO PUBLISH MANDATORYINDICATIONS; FAILED TO WAIT THE REQUIRED THREE MINUTES AFTERPUBLISHING A MANDATORY INDICATION BEFORE OPENING SYMBOLS; ANDFAILED TO OPEN SYMBOLS WITHIN A PUBLISHED MANDATORYINDICATION. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TODISSEMINATE REQUIRED PRE-OPENING INDICATIONS.












Resolution:





Disclosure 43 of 90

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Allegations: CFTC RELEASE PR7180-15, MAY 20, 2015: THE COMMODITY FUTURESTRADING COMMISSION HAS REASON TO BELIEVE THAT BARCLAYS PLC,BARCLAYS BANK PLC, AND THE RESPONDENT FIRM BARCLAYS CAPITALINC. - (COLLECTIVELY, "RESPONDENTS," "BARCLAYS," OR THE "BANK") -HAVE VIOLATED THE COMMODITY EXCHANGE ACT (THE "ACT" OR "CEA")AND COMMISSION REGULATIONS ("REGULATIONS"). THEREFORE, THECOMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THATPUBLIC ADMINISTRATIVE PROCEEDINGS BE, AND HEREBY ARE,INSTITUTED TO DETERMINE WHETHER RESPONDENTS ENGAGED IN THEVIOLATIONS SET FORTH HEREIN, AND TO DETERMINE WHETHER ANYORDER SHALL BE ISSUED IMPOSING REMEDIAL SANCTIONS. BEGINNINGAT LEAST AS EARLY AS JANUARY 2007 AND CONTINUING THROUGH JUNE2012 (THE "RELEVANT PERIOD"), BARCLAYS, BY AND THROUGH CERTAINOF ITS TRADERS IN NEW YORK, AT TIMES ATTEMPTED TO MANIPULATETHE U.S. DOLLAR INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATIONFIX ("USD ISDAFIX" OR THE "BENCHMARK"), A LEADING GLOBALBENCHMARK REFERENCED IN A RANGE OF INTEREST RATE PRODUCTS,TO BENEFIT THE BANK'S DERIVATIVES POSITIONS. DURING THE PERIOD,USD ISDAFIX WAS SET EACH DAY IN A PROCESS THAT BEGAN AT 11:00 A.M.EASTERN TIME WITH THE CAPTURE AND RECORDING OF SWAP RATESAND SPREADS FROM A U.S. - BASED UNIT OF A LEADING INTEREST RATESWAPS BROKING FIRM ("SWAPS BROKER"), SWAPS BROKERDISSEMINATED RATES AND SPREADS CAPTURED IN THIS "SNAPSHOT" OR "PRINT" - AS IT WAS REFERRED TO BY TRADERS AND BROKERS - ASREFERENCES TO A PANEL OF BANKS. THE BANKS THEN MADESUBMISSIONS TO SWAPS BROKER. EACH BANK'S SUBMISSION WASSUPPOSED TO REFLECT THE MIDPOINT OF WHERE THAT DEALER WOULDITSELF OFFER AND BID A SWAP TO A DEALER OF GOOD CREDIT AS OF11:00 A.M. EASTERN TIME. MOST BANKS ON THE PANEL, INCLUDINGBARCLAYS, USUALLY SUBMITTED SWAPS BROKER'S REFERENCE RATESAND SPREADS AS CAPTURED IN THE SNAPSHOT. AS A RESULT, AFTER ANAVERAGING OF THE SUBMISSIONS, THE REFERENCE RATES ANDSPREADS BECAME THE PUBLISHED USD ISDAFIX ALMOST EVERY DAY. ABARCLAYS INTEREST RATE OPTIONS TRADER ("OPTIONS TRADER 1")ONCE REFERRED IN AN EMAIL TO THE RISK THAT "SOMETIMES ISDAFIX ISMANIPULATED," AND IN FACT, BARCLAYS, THROUGH OPTIONS TRADER 1AND OTHERS AT THE BANK, ON MANY OCCASIONS DURING THE RELEVANTPERIOD ATTEMPTED TO MANIPULATE USD ISDAFIX RATES THROUGH ITSTRADING AT THE 11:00 A.M. FIXING AND BY MAKING SUBMISSIONS TOSWAPS BROKER THAT WERE SKEWED TO BENEFIT DERIVATIVESPOSITIONS HELD BY BARCLAYS. BARCLAYS' UNLAWFUL CONDUCTINVOLVED MULTIPLE TRADERS, INCLUDING CERTAIN DESK HEADS DURINGTHE RELEVANT PERIOD.









Other


N/A




Other Product Type(s): BANK'S DERIVATIVES POSITIONS

CFTC RELEASE PR7180-15, MAY 20, 2015: THE COMMODITY FUTURESTRADING COMMISSION HAS REASON TO BELIEVE THAT BARCLAYS PLC,BARCLAYS BANK PLC, AND THE RESPONDENT FIRM BARCLAYS CAPITALINC. - (COLLECTIVELY, "RESPONDENTS," "BARCLAYS," OR THE "BANK") -HAVE VIOLATED THE COMMODITY EXCHANGE ACT (THE "ACT" OR "CEA")AND COMMISSION REGULATIONS ("REGULATIONS"). THEREFORE, THECOMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THATPUBLIC ADMINISTRATIVE PROCEEDINGS BE, AND HEREBY ARE,INSTITUTED TO DETERMINE WHETHER RESPONDENTS ENGAGED IN THEVIOLATIONS SET FORTH HEREIN, AND TO DETERMINE WHETHER ANYORDER SHALL BE ISSUED IMPOSING REMEDIAL SANCTIONS. BEGINNINGAT LEAST AS EARLY AS JANUARY 2007 AND CONTINUING THROUGH JUNE2012 (THE "RELEVANT PERIOD"), BARCLAYS, BY AND THROUGH CERTAINOF ITS TRADERS IN NEW YORK, AT TIMES ATTEMPTED TO MANIPULATETHE U.S. DOLLAR INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATIONFIX ("USD ISDAFIX" OR THE "BENCHMARK"), A LEADING GLOBALBENCHMARK REFERENCED IN A RANGE OF INTEREST RATE PRODUCTS,TO BENEFIT THE BANK'S DERIVATIVES POSITIONS. DURING THE PERIOD,USD ISDAFIX WAS SET EACH DAY IN A PROCESS THAT BEGAN AT 11:00 A.M.EASTERN TIME WITH THE CAPTURE AND RECORDING OF SWAP RATESAND SPREADS FROM A U.S. - BASED UNIT OF A LEADING INTEREST RATESWAPS BROKING FIRM ("SWAPS BROKER"), SWAPS BROKERDISSEMINATED RATES AND SPREADS CAPTURED IN THIS "SNAPSHOT" OR "PRINT" - AS IT WAS REFERRED TO BY TRADERS AND BROKERS - ASREFERENCES TO A PANEL OF BANKS. THE BANKS THEN MADESUBMISSIONS TO SWAPS BROKER. EACH BANK'S SUBMISSION WASSUPPOSED TO REFLECT THE MIDPOINT OF WHERE THAT DEALER WOULDITSELF OFFER AND BID A SWAP TO A DEALER OF GOOD CREDIT AS OF11:00 A.M. EASTERN TIME. MOST BANKS ON THE PANEL, INCLUDINGBARCLAYS, USUALLY SUBMITTED SWAPS BROKER'S REFERENCE RATESAND SPREADS AS CAPTURED IN THE SNAPSHOT. AS A RESULT, AFTER ANAVERAGING OF THE SUBMISSIONS, THE REFERENCE RATES ANDSPREADS BECAME THE PUBLISHED USD ISDAFIX ALMOST EVERY DAY. ABARCLAYS INTEREST RATE OPTIONS TRADER ("OPTIONS TRADER 1")ONCE REFERRED IN AN EMAIL TO THE RISK THAT "SOMETIMES ISDAFIX ISMANIPULATED," AND IN FACT, BARCLAYS, THROUGH OPTIONS TRADER 1AND OTHERS AT THE BANK, ON MANY OCCASIONS DURING THE RELEVANTPERIOD ATTEMPTED TO MANIPULATE USD ISDAFIX RATES THROUGH ITSTRADING AT THE 11:00 A.M. FIXING AND BY MAKING SUBMISSIONS TOSWAPS BROKER THAT WERE SKEWED TO BENEFIT DERIVATIVESPOSITIONS HELD BY BARCLAYS. BARCLAYS' UNLAWFUL CONDUCTINVOLVED MULTIPLE TRADERS, INCLUDING CERTAIN DESK HEADS DURINGTHE RELEVANT PERIOD.


Resolution:


No

Sanctions Ordered: Monetary/Fine $115,000,000.00Disgorgement/Restitution

Order







Sanction Details: RESPONDENT SHALL CEASE AND DESIST FROM VIOLATING SECTIONS6(C)(1), 6(C)(1)(A), 6(C)(3), 6(D), AND 9(A)(2) OF THE ACT, 7 U.S.C. 9(1),9(1)(A), 9(3), 13B, 13(A)(2) (2012), AND COMMISSION REGULATIONS 180.1(A)AND 180.2, 17 C.F.R. 180.1(A), 180.2 (2014), SHALL PAY A CIVIL MONETARYPENALTY OF $115,000,000, AND COMPLY WITH THE UNDERTAKINGS SETFORTH IN THE OFFER.

Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF AN ADMINISTRATIVEPROCEEDING, RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT("OFFER"), WHICH THE COMMISSION HAS DETERMINED TO ACCEPT.WITHOUT ADMITTING OR DENYING THE FINDINGS OR CONCLUSIONSHEREIN, RESPONDENT CONSENT TO THE ENTRY AND ACKNOWLEDGESERVICE OF THIS ORDER INSTITUTING PROCEEDINGS PURSUANT TOSECTIONS 6(C) AND 6(D) OF THE COMMODITY EXCHANGE ACT, MAKINGFINDINGS, AND IMPOSING REMEDIAL SANCTIONS.ACCORDINGLY, IT IS HEREBY ORDERED THAT: RESPONDENT SHALL CEASEAND DESIST FROM VIOLATING SECTIONS 6(C)(1), 6(C)(1)(A), 6(C)(3), 6(D),AND 9(A)(2) OF THE ACT, 7 U.S.C. 9(1), 9(1)(A), 9(3), 13B, 13(A)(2) (2012), ANDCOMMISSION REGULATIONS 180.1(A) AND 180.2, 17 C.F.R. 180.1(A), 180.2(2014). RESPONDENT SHALL PAY A CIVIL MONETARY PENALTY OF ONEHUNDRED FIFTEEN MILLION U.S. DOLLARS ($115,000,000), WITHIN TEN (10)DAYS OF THE DATE OF ENTRY OF THIS ORDER. RESPONDENT AND ITSSUCCESSOR AND ASSIGN SHALL COMPLY WITH THE UNDERTAKINGS SETFORTH IN THE OFFER.

IN ACCEPTING RESPONDENTS' OFFER, THE COMMISSION RECOGNIZESBARCLAYS' SIGNIFICANT COOPERATION DURING THE INVESTIGATION OFTHIS MATTER BY THE CFTC'S DIVISION OF ENFORCEMENT. THECOMMISSION ALSO NOTES THAT THE CIVIL MONETARY PENALTY IMPOSEDON BARCLAYS REFLECTS BARCLAYS' EARLY RESOLUTION OF THISMATTER.

Sanctions Ordered: Monetary/Fine $115,000,000.00Disgorgement/Restitution


Allegations: BEGINNING AT LEAST AS EARLY AS JANUARY 2007 AND CONTINUINGTHROUGH JUNE 2012 (THE "RELEVANT PERIOD"), BARCLAYS, BY ANDTHROUGH CERTAIN OF ITS TRADERS IN NEW YORK, AT TIMES ALLEGEDLYATTEMPTED TO MANIPULATE THE U.S. DOLLAR INTERNATIONAL SWAPSAND DERIVATIVES ASSOCIATION FIX ("USD ISDAFIX" OR THE "BENCHMARK"), A LEADING GLOBAL BENCHMARK REFERENCED IN ARANGE OF INTEREST RATE PRODUCTS, TO BENEFIT THE BANK'SDERIVATIVES POSITIONS.









Other


OFFER OF SETTLEMENT


Docket/Case Number: CFTC DOCKET NO. 15 - 25



BEGINNING AT LEAST AS EARLY AS JANUARY 2007 AND CONTINUINGTHROUGH JUNE 2012 (THE "RELEVANT PERIOD"), BARCLAYS, BY ANDTHROUGH CERTAIN OF ITS TRADERS IN NEW YORK, AT TIMES ALLEGEDLYATTEMPTED TO MANIPULATE THE U.S. DOLLAR INTERNATIONAL SWAPSAND DERIVATIVES ASSOCIATION FIX ("USD ISDAFIX" OR THE "BENCHMARK"), A LEADING GLOBAL BENCHMARK REFERENCED IN ARANGE OF INTEREST RATE PRODUCTS, TO BENEFIT THE BANK'SDERIVATIVES POSITIONS.


Resolution:


Sanction Details: THE ORDER REQUIRED BARCLAYS TO PAY A CIVIL MONETARY PENALTY INTHE AMOUNT OF $115 MILLION.

Firm Statement BARCLAYS WAS REQUIRED TO PAY A CIVIL MONETARY PENALTY ANDCONTINUE TO IMPLEMENT AND IMPROVE ITS INTERNAL CONTROLS ANDPROCEDURES IN A MANNER REASONABLY DESIGNED TO ENSURE THEINTEGRITY OF THE FIXING OF ANY INTEREST-RATE SWAP BENCHMARK,INCLUDING MEASURES TO IDENTIFY AND ADDRESS INTERNAL OREXTERNAL CONFLICTS OF INTEREST.


Order

Disclosure 44 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOACCURATELY REPORT THE CORRECT TIME OF TRADE TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS) IN MATCHED INTER-DEALERTRANSACTIONS AND CUSTOMER TRANSACTIONS EFFECTED IN MUNICIPALSECURITIES. THE FINDINGS STATED THAT THE FIRM FAILED TO REPORTINFORMATION REGARDING INTER-DEALER AND CUSTOMERTRANSACTIONS IN MUNICIPAL SECURITIES TO THE RTRS WITHIN 15MINUTES OF TIME OF TRADE TO AN RTRS PORTAL. THE FINDINGS ALSOSTATED THAT THE FIRM FAILED TO REPORT THE CORRECT CAPACITY INWHICH IT ACTED TO RTRS IN REPORTS OF DEALER TRANSACTIONS INMUNICIPAL SECURITIES. THE FINDINGS ALSO INCLUDED THAT THE FIRMFAILED TO DOCUMENT THE CORRECT TIME OF EXECUTION IN TRADEMEMORANDUM OF TRANSACTIONS IN MUNICIPAL SECURITIES.







Initiated By: FINRA







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOACCURATELY REPORT THE CORRECT TIME OF TRADE TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS) IN MATCHED INTER-DEALERTRANSACTIONS AND CUSTOMER TRANSACTIONS EFFECTED IN MUNICIPALSECURITIES. THE FINDINGS STATED THAT THE FIRM FAILED TO REPORTINFORMATION REGARDING INTER-DEALER AND CUSTOMERTRANSACTIONS IN MUNICIPAL SECURITIES TO THE RTRS WITHIN 15MINUTES OF TIME OF TRADE TO AN RTRS PORTAL. THE FINDINGS ALSOSTATED THAT THE FIRM FAILED TO REPORT THE CORRECT CAPACITY INWHICH IT ACTED TO RTRS IN REPORTS OF DEALER TRANSACTIONS INMUNICIPAL SECURITIES. THE FINDINGS ALSO INCLUDED THAT THE FIRMFAILED TO DOCUMENT THE CORRECT TIME OF EXECUTION IN TRADEMEMORANDUM OF TRANSACTIONS IN MUNICIPAL SECURITIES.


Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $35,000.FINE PAID IN FULL ON JUNE 15, 2015.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT, WITH REGARDTO REPORTING CERTAIN INTER-DEALER TRANSACTIONS AND CUSTOMERTRANSACTIONS IN MUNICIPAL SECURITIES TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS), IT FAILED TO REPORT THECORRECT TIME OF TRADE AND FAILED TO REPORT INFORMATION WITHIN15 MINUTES OF THE TIME OF TRADE. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO REPORT THE CORRECT CAPACITY IN WHICH ITACTED IN REPORTS OF CERTAIN DEALER TRANSACTIONS IN MUNICIPALSECURITIES,AND FAILED TO DOCUMENT THE CORRECT TIME OFEXECUTION IN TRADE MEMORANDUM OF CERTAIN TRANSACTIONS INMUNICIPAL SECURITIES.








Initiated By: FINRA






Other Product Type(s): DEBT - MUNICIPAL

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT, WITH REGARDTO REPORTING CERTAIN INTER-DEALER TRANSACTIONS AND CUSTOMERTRANSACTIONS IN MUNICIPAL SECURITIES TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS), IT FAILED TO REPORT THECORRECT TIME OF TRADE AND FAILED TO REPORT INFORMATION WITHIN15 MINUTES OF THE TIME OF TRADE. THE FINDINGS ALSO STATED THATTHE FIRM FAILED TO REPORT THE CORRECT CAPACITY IN WHICH ITACTED IN REPORTS OF CERTAIN DEALER TRANSACTIONS IN MUNICIPALSECURITIES,AND FAILED TO DOCUMENT THE CORRECT TIME OFEXECUTION IN TRADE MEMORANDUM OF CERTAIN TRANSACTIONS INMUNICIPAL SECURITIES.


Resolution:





Disclosure 45 of 90

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Initiated By: FINRA

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT SUBMITTEDAN INACCURATE SHORT INTEREST POSITION REPORT TO FINRA ANDFAILED TO REPORT TO FINRA ITS SHORT INTEREST POSITIONS IN 835POSITIONS TOTALING 87,562,328 SHARES. THE FINDINGS STATED THATTHE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR COMPLIANCEWITH RESPECT TO THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND FINRA RULES, TO ENSURE AN ADEQUATE REVIEW OFTHE FIRM'S SHORT INTEREST POSITIONS.








Initiated By: FINRA








Resolution:



FINE PAID IN FULL ON FEBRUARY 5, 2015.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ON 48SETTLEMENT DATES IT SUBMITTED AN INACCURATE SHORT INTERESTPOSITION REPORT TO FINRA AND DURING THE REVIEW PERIOD FAILED TOREPORT TO FINRA ITS SHORT INTEREST POSITIONS IN 835 POSITIONSTOTALING 87,562,328 SHARES. THE FINDINGS STATED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR COMPLIANCE WITHRESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS, ANDFINRA RULES, TO ENSURE AN ADEQUATE REVIEW OF THE FIRM'S SHORTINTEREST POSITIONS.








Initiated By: FINRA







WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ON 48SETTLEMENT DATES IT SUBMITTED AN INACCURATE SHORT INTERESTPOSITION REPORT TO FINRA AND DURING THE REVIEW PERIOD FAILED TOREPORT TO FINRA ITS SHORT INTEREST POSITIONS IN 835 POSITIONSTOTALING 87,562,328 SHARES. THE FINDINGS STATED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR COMPLIANCE WITHRESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS, ANDFINRA RULES, TO ENSURE AN ADEQUATE REVIEW OF THE FIRM'S SHORTINTEREST POSITIONS.


Resolution:





Disclosure 46 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT TO WININVESTMENT BANKING BUSINESS FROM A COMPANY, BARCLAYS' EQUITYRESEARCH ANALYST PARTICIPATED IN THE FIRM'S SOLICITATION EFFORTSOF THE COMPANY'S PLANNED INITIAL PUBLIC OFFERING (IPO). THEFINDINGS STATED THAT THE COMPANY AND ITS PRIVATE EQUITY OWNERSINVITED BARCLAYS AND OTHER BROKER-DEALERS TO COMPETE FOR AROLE IN THE COMPANY'S IPO. BARCLAYS ALLOWED ITS RESEARCHANALYST TO PRESENT HIS VIEWS ON THE COMPANY TO ITS MANAGEMENTAND PRIVATE EQUITY OWNERS. BEFORE THE COMPANY AWARDED ITS IPOBUSINESS, IT ASKED THE EQUITY RESEARCH ANALYSTS FROM THE FIRMSCOMPETING FOR THE BUSINESS TO MAKE PRESENTATIONS TO THECOMPANY'S MANAGEMENT AND PRIVATE EQUITY OWNERS. THE COMPANYPROVIDED SPECIFIC TOPICS FOR THE ANALYSTS TO ADDRESS AND PUTTHE FIRMS ON NOTICE THAT, AS PART OF THE UNDERWRITER-SELECTIONPROCESS, IT WOULD CONSIDER EACH ANALYST'S VIEWS OF THECOMPANY AND WHETHER THE ANALYST'S VALUATION WAS CONSISTENTWITH THE FIRM'S INVESTMENT BANKERS' VALUATION. BARCLAYS'RESEARCH ANALYST PRESENTED TO THE COMPANY AND ITS PRIVATEEQUITY OWNERS THEREBY PARTICIPATING IN THE FIRM'S EFFORTS TOSOLICIT INVESTMENT BANKING BUSINESS FROM THE COMPANY. THEFINDINGS ALSO STATED THAT BARCLAYS OFFERED FAVORABLERESEARCH TO INDUCE THE COMPANY TO AWARD THE FIRM ITSINVESTMENT BANKING BUSINESS. THE FIRM'S ANALYST'S PRESENTATIONTO THE COMPANY AND THE PRIVATE EQUITY OWNERS SUPPORTED THEFIRM'S INVESTMENT BANKING PITCH AND OFFERED A POSITIVEEVALUATION OF THE COMPANY. MOREOVER, FOLLOWING THE ANALYST'SPRESENTATION, THE COMPANY ASKED BARCLAYS TO COMPLETE ATEMPLATE SHOWING AN "EQUITY COMMITMENT COMMITTEE APPROV[ED]"VALUATION OF THE COMPANY, WHICH WOULD INCLUDE THE ANALYST'SVIEWS ON THE COMPANY'S VALUATION. THE COMPANY AND ITS PRIVATEEQUITY OWNERS ASKED THE FIRMS TO COMPLETE THE TEMPLATE ANDPROVIDE A FIRM-WIDE VALUATION THAT THE FIRM, INCLUDING ITSANALYST, WOULD BE EXPECTED TO SUPPORT AFTER THE COMPANYAWARDED ITS IPO BUSINESS, ABSENT UNEXPECTED DEVELOPMENTS.INDEED, THE COMPANY TOLD SOME FIRMS, INCLUDING BARCLAYS, THATTHE PURPOSE OF THE TEMPLATE WAS TO PREVENT THE COMPANY FROMBEING "BURNED" BY AN ANALYST'S DECISION TO ADOPT A NEGATIVE VIEWOF THE COMPANY AFTER IT HAD AWARDED ITS INVESTMENT BANKINGBUSINESS TO THE ANALYST'S FIRM. BARCLAYS COMPLIED WITH THECOMPANY'S REQUEST. THE FINDINGS ALSO INCLUDED THAT BARCLAYSFAILED TO ADOPT AND IMPLEMENT ADEQUATE WRITTEN SUPERVISORYPROCEDURES GOVERNING ANALYST INVOLVEMENT IN INVESTMENTBANKING SOLICITATIONS AND OFFERS OF FAVORABLE RESEARCHCOVERAGE. SUPERVISORY PERSONNEL AT BARCLAYS WERE AWARE THATTHE COMPANY HAD ASKED THE FIRM'S RESEARCH ANALYST TO MAKE APRESENTATION TO THE COMPANY THAT WAS NOT PART OF THEANALYST'S DUE DILIGENCE, THAT THE COMPANY WOULD TAKE THEPRESENTATION INTO ACCOUNT WHEN AWARDING THE UNDERWRITINGMANDATE IN ITS IPO, THAT THE PRESENTATION WOULD INCLUDE THEANALYST'S FAVORABLE VIEWS OF THE COMPANY, AND THAT THECOMPANY WANTED A FINAL VALUATION THAT THE ENTIRE FIRM,INCLUDING ITS ANALYST, WOULD SUPPORT IF SELECTED AS ANUNDERWRITER. NEVERTHELESS, THE FIRM'S SUPERVISORY PERSONNELALLOWED THE ANALYST TO MAKE THE PRESENTATION.








Initiated By: FINRA



WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT TO WININVESTMENT BANKING BUSINESS FROM A COMPANY, BARCLAYS' EQUITYRESEARCH ANALYST PARTICIPATED IN THE FIRM'S SOLICITATION EFFORTSOF THE COMPANY'S PLANNED INITIAL PUBLIC OFFERING (IPO). THEFINDINGS STATED THAT THE COMPANY AND ITS PRIVATE EQUITY OWNERSINVITED BARCLAYS AND OTHER BROKER-DEALERS TO COMPETE FOR AROLE IN THE COMPANY'S IPO. BARCLAYS ALLOWED ITS RESEARCHANALYST TO PRESENT HIS VIEWS ON THE COMPANY TO ITS MANAGEMENTAND PRIVATE EQUITY OWNERS. BEFORE THE COMPANY AWARDED ITS IPOBUSINESS, IT ASKED THE EQUITY RESEARCH ANALYSTS FROM THE FIRMSCOMPETING FOR THE BUSINESS TO MAKE PRESENTATIONS TO THECOMPANY'S MANAGEMENT AND PRIVATE EQUITY OWNERS. THE COMPANYPROVIDED SPECIFIC TOPICS FOR THE ANALYSTS TO ADDRESS AND PUTTHE FIRMS ON NOTICE THAT, AS PART OF THE UNDERWRITER-SELECTIONPROCESS, IT WOULD CONSIDER EACH ANALYST'S VIEWS OF THECOMPANY AND WHETHER THE ANALYST'S VALUATION WAS CONSISTENTWITH THE FIRM'S INVESTMENT BANKERS' VALUATION. BARCLAYS'RESEARCH ANALYST PRESENTED TO THE COMPANY AND ITS PRIVATEEQUITY OWNERS THEREBY PARTICIPATING IN THE FIRM'S EFFORTS TOSOLICIT INVESTMENT BANKING BUSINESS FROM THE COMPANY. THEFINDINGS ALSO STATED THAT BARCLAYS OFFERED FAVORABLERESEARCH TO INDUCE THE COMPANY TO AWARD THE FIRM ITSINVESTMENT BANKING BUSINESS. THE FIRM'S ANALYST'S PRESENTATIONTO THE COMPANY AND THE PRIVATE EQUITY OWNERS SUPPORTED THEFIRM'S INVESTMENT BANKING PITCH AND OFFERED A POSITIVEEVALUATION OF THE COMPANY. MOREOVER, FOLLOWING THE ANALYST'SPRESENTATION, THE COMPANY ASKED BARCLAYS TO COMPLETE ATEMPLATE SHOWING AN "EQUITY COMMITMENT COMMITTEE APPROV[ED]"VALUATION OF THE COMPANY, WHICH WOULD INCLUDE THE ANALYST'SVIEWS ON THE COMPANY'S VALUATION. THE COMPANY AND ITS PRIVATEEQUITY OWNERS ASKED THE FIRMS TO COMPLETE THE TEMPLATE ANDPROVIDE A FIRM-WIDE VALUATION THAT THE FIRM, INCLUDING ITSANALYST, WOULD BE EXPECTED TO SUPPORT AFTER THE COMPANYAWARDED ITS IPO BUSINESS, ABSENT UNEXPECTED DEVELOPMENTS.INDEED, THE COMPANY TOLD SOME FIRMS, INCLUDING BARCLAYS, THATTHE PURPOSE OF THE TEMPLATE WAS TO PREVENT THE COMPANY FROMBEING "BURNED" BY AN ANALYST'S DECISION TO ADOPT A NEGATIVE VIEWOF THE COMPANY AFTER IT HAD AWARDED ITS INVESTMENT BANKINGBUSINESS TO THE ANALYST'S FIRM. BARCLAYS COMPLIED WITH THECOMPANY'S REQUEST. THE FINDINGS ALSO INCLUDED THAT BARCLAYSFAILED TO ADOPT AND IMPLEMENT ADEQUATE WRITTEN SUPERVISORYPROCEDURES GOVERNING ANALYST INVOLVEMENT IN INVESTMENTBANKING SOLICITATIONS AND OFFERS OF FAVORABLE RESEARCHCOVERAGE. SUPERVISORY PERSONNEL AT BARCLAYS WERE AWARE THATTHE COMPANY HAD ASKED THE FIRM'S RESEARCH ANALYST TO MAKE APRESENTATION TO THE COMPANY THAT WAS NOT PART OF THEANALYST'S DUE DILIGENCE, THAT THE COMPANY WOULD TAKE THEPRESENTATION INTO ACCOUNT WHEN AWARDING THE UNDERWRITINGMANDATE IN ITS IPO, THAT THE PRESENTATION WOULD INCLUDE THEANALYST'S FAVORABLE VIEWS OF THE COMPANY, AND THAT THECOMPANY WANTED A FINAL VALUATION THAT THE ENTIRE FIRM,INCLUDING ITS ANALYST, WOULD SUPPORT IF SELECTED AS ANUNDERWRITER. NEVERTHELESS, THE FIRM'S SUPERVISORY PERSONNELALLOWED THE ANALYST TO MAKE THE PRESENTATION.








Other


N/A


Other Product Type(s): INITIAL PUBLIC OFFERING


Resolution:


Sanction Details: THE FIRM IS CENSURED AND FINED $5,000,000. FINE PAID IN FULL ONDECEMBER 23, 2014.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT TO WININVESTMENT BANKING BUSINESS FROM A COMPANY, BARCLAYS' EQUITYRESEARCH ANALYST PARTICIPATED IN THEFIRM'S EFFORTS TO SOLICIT INVESTMENT BANKING BUSINESS FROM THECOMPANY IN CONNECTION WITH ITS PLANNED INITIAL PUBLIC OFFERING(IPO). THE FINDINGS STATED THAT THE COMPANY AND ITS PRIVATEEQUITY OWNERS INVITED BARCLAYS AND OTHER BROKER-DEALERS TOCOMPETE FOR A ROLE IN THE COMPANY'S IPO. BEFORE THE COMPANYAWARDED ITS IPO BUSINESS, IT ASKED THE EQUITY RESEARCH ANALYSTSFROM THE FIRMS COMPETING FOR THE BUSINESS TO MAKEPRESENTATIONS TO THE COMPANY'S MANAGEMENT AND PRIVATE EQUITYOWNERS. THE COMPANY PROVIDED SPECIFIC TOPICS FOR THE ANALYSTSTO ADDRESS AND PUT THE FIRMS ON NOTICE THAT, AS PART OF THEUNDERWRITER-SELECTION PROCESS, IT WOULD CONSIDER EACHANALYST'S VIEWS OF THE COMPANY AND WHETHER THE ANALYST'SVALUATION WAS CONSISTENT WITH THE FIRM'S INVESTMENT BANKERS'VALUATION. BARCLAYS' RESEARCH ANALYST PRESENTED TO THECOMPANY AND ITS PRIVATE EQUITY OWNERS THEREBY PARTICIPATING INTHE FIRM'S EFFORTS TO SOLICIT INVESTMENT BANKING BUSINESS FROMTHE COMPANY. THE FINDINGS ALSO STATED THAT BARCLAYS OFFEREDFAVORABLE RESEARCH TO INDUCE THE COMPANY TO AWARD THE FIRMITS INVESTMENT BANKING BUSINESS BECAUSE THE ANALYST'SPRESENTATION TO THE COMPANY AND THE PRIVATE EQUITY OWNERSOFFERED A POSITIVE EVALUATION OF THE COMPANY. FOLLOWING THEANALYST'S PRESENTATION, THE COMPANY ASKED BARCLAYS TOCOMPLETE A TEMPLATE SHOWING AN "EQUITY COMMITMENT COMMITTEEAPPROV[ED]" VALUATION OF THE COMPANY, WHICH WOULD PROVIDE AFIRM-WIDE VALUATION THAT THE FIRM, INCLUDING ITS ANALYST, WOULDBE EXPECTED TO SUPPORT AFTER THE COMPANY AWARDED ITS IPOBUSINESS, ABSENT UNEXPECTED DEVELOPMENTS. THE COMPANY TOLDSOME FIRMS, INCLUDING BARCLAYS, THAT THE PURPOSE OF THETEMPLATE WAS TO PREVENT THE COMPANY FROM BEING "BURNED" BYAN ANALYST'S DECISION TO ADOPT A NEGATIVE VIEW OF THE COMPANYAFTER IT HAD AWARDED ITS INVESTMENT BANKING BUSINESS TO THEANALYST'S FIRM. BARCLAYS PROVIDED THE REQUESTED TEMPLATE. THEFINDINGS ALSO INCLUDED THAT BARCLAYS FAILED TO ADOPT ANDIMPLEMENT ADEQUATE WRITTEN SUPERVISORY PROCEDURESGOVERNING ANALYST INVOLVEMENT IN INVESTMENT BANKINGSOLICITATIONS AND OFFERS OF FAVORABLERESEARCH COVERAGE BECAUSE BARCLAYS WAS AWARE THAT THECOMPANY HAD ASKED THE FIRM'S RESEARCH ANALYST TO MAKE APRESENTATION TO THE COMPANY THAT WAS NOT PART OF THEANALYST'S DUE DILIGENCE AND THAT THE COMPANY WOULD TAKE THEPRESENTATION INTO ACCOUNT WHEN AWARDING THE UNDERWRITINGMANDATE IN ITS IPO. NEVERTHELESS, THE ANALYST WAS ALLOWED TOMAKE THE PRESENTATION.







Initiated By: FINRA






Other Product Type(s): INITIAL PUBLIC OFFERING

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT TO WININVESTMENT BANKING BUSINESS FROM A COMPANY, BARCLAYS' EQUITYRESEARCH ANALYST PARTICIPATED IN THEFIRM'S EFFORTS TO SOLICIT INVESTMENT BANKING BUSINESS FROM THECOMPANY IN CONNECTION WITH ITS PLANNED INITIAL PUBLIC OFFERING(IPO). THE FINDINGS STATED THAT THE COMPANY AND ITS PRIVATEEQUITY OWNERS INVITED BARCLAYS AND OTHER BROKER-DEALERS TOCOMPETE FOR A ROLE IN THE COMPANY'S IPO. BEFORE THE COMPANYAWARDED ITS IPO BUSINESS, IT ASKED THE EQUITY RESEARCH ANALYSTSFROM THE FIRMS COMPETING FOR THE BUSINESS TO MAKEPRESENTATIONS TO THE COMPANY'S MANAGEMENT AND PRIVATE EQUITYOWNERS. THE COMPANY PROVIDED SPECIFIC TOPICS FOR THE ANALYSTSTO ADDRESS AND PUT THE FIRMS ON NOTICE THAT, AS PART OF THEUNDERWRITER-SELECTION PROCESS, IT WOULD CONSIDER EACHANALYST'S VIEWS OF THE COMPANY AND WHETHER THE ANALYST'SVALUATION WAS CONSISTENT WITH THE FIRM'S INVESTMENT BANKERS'VALUATION. BARCLAYS' RESEARCH ANALYST PRESENTED TO THECOMPANY AND ITS PRIVATE EQUITY OWNERS THEREBY PARTICIPATING INTHE FIRM'S EFFORTS TO SOLICIT INVESTMENT BANKING BUSINESS FROMTHE COMPANY. THE FINDINGS ALSO STATED THAT BARCLAYS OFFEREDFAVORABLE RESEARCH TO INDUCE THE COMPANY TO AWARD THE FIRMITS INVESTMENT BANKING BUSINESS BECAUSE THE ANALYST'SPRESENTATION TO THE COMPANY AND THE PRIVATE EQUITY OWNERSOFFERED A POSITIVE EVALUATION OF THE COMPANY. FOLLOWING THEANALYST'S PRESENTATION, THE COMPANY ASKED BARCLAYS TOCOMPLETE A TEMPLATE SHOWING AN "EQUITY COMMITMENT COMMITTEEAPPROV[ED]" VALUATION OF THE COMPANY, WHICH WOULD PROVIDE AFIRM-WIDE VALUATION THAT THE FIRM, INCLUDING ITS ANALYST, WOULDBE EXPECTED TO SUPPORT AFTER THE COMPANY AWARDED ITS IPOBUSINESS, ABSENT UNEXPECTED DEVELOPMENTS. THE COMPANY TOLDSOME FIRMS, INCLUDING BARCLAYS, THAT THE PURPOSE OF THETEMPLATE WAS TO PREVENT THE COMPANY FROM BEING "BURNED" BYAN ANALYST'S DECISION TO ADOPT A NEGATIVE VIEW OF THE COMPANYAFTER IT HAD AWARDED ITS INVESTMENT BANKING BUSINESS TO THEANALYST'S FIRM. BARCLAYS PROVIDED THE REQUESTED TEMPLATE. THEFINDINGS ALSO INCLUDED THAT BARCLAYS FAILED TO ADOPT ANDIMPLEMENT ADEQUATE WRITTEN SUPERVISORY PROCEDURESGOVERNING ANALYST INVOLVEMENT IN INVESTMENT BANKINGSOLICITATIONS AND OFFERS OF FAVORABLERESEARCH COVERAGE BECAUSE BARCLAYS WAS AWARE THAT THECOMPANY HAD ASKED THE FIRM'S RESEARCH ANALYST TO MAKE APRESENTATION TO THE COMPANY THAT WAS NOT PART OF THEANALYST'S DUE DILIGENCE AND THAT THE COMPANY WOULD TAKE THEPRESENTATION INTO ACCOUNT WHEN AWARDING THE UNDERWRITINGMANDATE IN ITS IPO. NEVERTHELESS, THE ANALYST WAS ALLOWED TOMAKE THE PRESENTATION.









Resolution:


Sanction Details: THE FIRM IS CENSURED AND FINED $5,000,000.



Disclosure 47 of 90

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Initiated By: CHICAGO MERCANTILE EXCHANGE




Docket/Case Number: CME 12-9000-BC



Allegations: CME ALLEGED ON ONE OR MORE OCCASIONS FROM 2010 THROUGH 2013BCI FAILED TO PROPERLY REGISTER TAG 50 USER IDS AND ALLOWEDORDERS TO BE ENTERED ON GLOBEX USING INCORRECT TAG 50 USERIDS IN VIOLATION OF CME RULE 576.



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS FINED $5,250.00


Settled

Disclosure 48 of 90

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Allegations: BARCLAYS CAPITAL INC. ("BARCLAYS"), AN EXCHANGE TPHORGANIZATION, WAS CENSURED AND FINED $5,000 FOR THE FOLLOWINGCONDUCT. BARCLAYS, ON NUMEROUS OCCASIONS, FAILED TO GRANTPRIORITY TO THE HIGHEST BID AND/OR LOWEST OFFER WHEN SUCH BIDOR OFFER WAS AVAILABLE. IN ACCEPTING THIS LETTER OF CONSENT,THE BUSINESS CONDUCT COMMITTEE CONSIDERED AMONG OTHERTHINGS, THE TOTAL NUMBER OF EXCEPTIONS INVOLVED IN THECONDUCT DESCRIBED ABOVE. (EXCHANGE RULE 6.45A - PRIORITY ANDALLOCATION OF EQUITY OPTION TRADES ON THE CBOE HYBRID SYSTEM)



Resolution:




Consent


Initiated By: CBOE

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURINGAPPROXIMATE TIME PERIOD OF JANUARY 2009 THROUGH APRIL 2012, ONNUMEROUS OCCASIONS, IT FAILED TO GRANT PRIORITY TO THE HIGHESTBID AND/OR LOWEST OFFERWHEN SUCH BID OR OFFER WAS AVAILABLE.







Initiated By: CBOE








Resolution:


Sanction Details: CENSURE AND FINE OF $5,000.00.


Consent

Disclosure 49 of 90

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Allegations: SEC ADMIN RELEASE 34-73183, IA RELEASE 40-3929 / SEPTEMBER 23, 2014:THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATEAND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTEDPURSUANT TO SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF1934 AND SECTIONS 203(E) AND 203(K) OF THE INVESTMENT ADVISERSACT OF 1940 AGAINST BARCLAYS CAPITAL INC. ("BCI" OR "RESPONDENT").IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS HEREIN, EXCEPT AS TO THE COMMISSION'S JURISDICTIONOVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, WHICHARE ADMITTED, RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDERINSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGSMAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. THIS MATTER CONCERNS VIOLATIONS OF THEADVISERS ACT BY BCI, ARISING FROM SYSTEMIC FAILURES AT BCI AFTERIT ACQUIRED A COMPANY'S ADVISORY BUSINESS IN SEPTEMBER 2008.WHEN BCI ATTEMPTED TO INTEGRATE THIS ADVISORY BUSINESS INTO ITSEXISTING BUSINESS, IT DID NOT TAKE THE NECESSARY STEPS TOASSURE THAT ITS INFRASTRUCTURE WAS ENHANCED TO SUPPORT THENEWLY ACQUIRED ADVISORY BUSINESS, IT FAILED TO ADOPT ANDIMPLEMENT WRITTEN POLICIES AND PROCEDURES REASONABLYDESIGNED TO PREVENT VIOLATIONS OF THE ADVISERS ACT, AND ITFAILED TO MAKE AND KEEP CERTAIN REQUIRED BOOKS AND RECORDS.THESE DEFICIENCIES CONTRIBUTED TO OTHER VIOLATIONS.SPECIFICALLY, BCI EXECUTED MORE THAN 1,500 PRINCIPALTRANSACTIONS WITH ITS ADVISORY CLIENT ACCOUNTS WITHOUT MAKINGTHE REQUIRED WRITTEN DISCLOSURES OR OBTAINING CLIENT CONSENT.ADDITIONALLY, FOR 2,785 ADVISORY CLIENT ACCOUNTS, BCI CHARGEDCOMMISSIONS AND FEES, AND EARNED REVENUES, THAT WEREINCONSISTENT WITH ITS DISCLOSURE TO CLIENTS. BCI ALSO VIOLATEDCERTAIN OF THE CUSTODY PROVISIONS (THE CUSTODY RULE) OF THEADVISERS ACT, BECAUSE IT DID NOT HAVE AN ADEQUATE PROCEDUREFOR IDENTIFYING AND EXTRACTING CERTAIN CLIENT INFORMATION FROMITS SYSTEMS, ITS WEALTH MANAGEMENT INVESTMENT ADVISORYBUSINESS DID NOT IDENTIFY MORE THAN 800 OF ITS ADVISORYACCOUNTS TO THE INDEPENDENT PUBLIC ACCOUNTANT THATPERFORMED BCI'S 2010 ANNUAL SURPRISE EXAMINATION; AND BCIUNDERREPORTED ITS ASSETS UNDER MANAGEMENT ("AUM") ON ITSMARCH 31, 2011 AMENDMENT TO ITS FORM ADV BY $754 MILLION. BCI'SVIOLATIONS RESULTED IN OVERCHARGES AND CLIENT LOSSESAPPROXIMATING $472,000, AND ADDITIONAL REVENUE TO BCI OF MORETHAN $3.1 MILLION. AS A RESULT OF THE CONDUCT DESCRIBED ABOVE,BCI WILLFULLY VIOLATED SECTION 204(A) OF THE ADVISERS ACT ANDRULES 204-2(A)(8) AND (A)(15) THEREUNDER, SECTION 206(2) OF THEADVISERS ACT, SECTION 206(3) OF THE ADVISERS ACT, SECTION 206(4) OFTHE ADVISERS ACT AND RULE 206(4)-2 THEREUNDER, SECTION 206(4) OFTHE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER, AND SECTION 207OF THE ADVISERS ACT.









Cease and Desist





SEC ADMIN RELEASE 34-73183, IA RELEASE 40-3929 / SEPTEMBER 23, 2014:THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATEAND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTEDPURSUANT TO SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF1934 AND SECTIONS 203(E) AND 203(K) OF THE INVESTMENT ADVISERSACT OF 1940 AGAINST BARCLAYS CAPITAL INC. ("BCI" OR "RESPONDENT").IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS HEREIN, EXCEPT AS TO THE COMMISSION'S JURISDICTIONOVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, WHICHARE ADMITTED, RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDERINSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGSMAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. THIS MATTER CONCERNS VIOLATIONS OF THEADVISERS ACT BY BCI, ARISING FROM SYSTEMIC FAILURES AT BCI AFTERIT ACQUIRED A COMPANY'S ADVISORY BUSINESS IN SEPTEMBER 2008.WHEN BCI ATTEMPTED TO INTEGRATE THIS ADVISORY BUSINESS INTO ITSEXISTING BUSINESS, IT DID NOT TAKE THE NECESSARY STEPS TOASSURE THAT ITS INFRASTRUCTURE WAS ENHANCED TO SUPPORT THENEWLY ACQUIRED ADVISORY BUSINESS, IT FAILED TO ADOPT ANDIMPLEMENT WRITTEN POLICIES AND PROCEDURES REASONABLYDESIGNED TO PREVENT VIOLATIONS OF THE ADVISERS ACT, AND ITFAILED TO MAKE AND KEEP CERTAIN REQUIRED BOOKS AND RECORDS.THESE DEFICIENCIES CONTRIBUTED TO OTHER VIOLATIONS.SPECIFICALLY, BCI EXECUTED MORE THAN 1,500 PRINCIPALTRANSACTIONS WITH ITS ADVISORY CLIENT ACCOUNTS WITHOUT MAKINGTHE REQUIRED WRITTEN DISCLOSURES OR OBTAINING CLIENT CONSENT.ADDITIONALLY, FOR 2,785 ADVISORY CLIENT ACCOUNTS, BCI CHARGEDCOMMISSIONS AND FEES, AND EARNED REVENUES, THAT WEREINCONSISTENT WITH ITS DISCLOSURE TO CLIENTS. BCI ALSO VIOLATEDCERTAIN OF THE CUSTODY PROVISIONS (THE CUSTODY RULE) OF THEADVISERS ACT, BECAUSE IT DID NOT HAVE AN ADEQUATE PROCEDUREFOR IDENTIFYING AND EXTRACTING CERTAIN CLIENT INFORMATION FROMITS SYSTEMS, ITS WEALTH MANAGEMENT INVESTMENT ADVISORYBUSINESS DID NOT IDENTIFY MORE THAN 800 OF ITS ADVISORYACCOUNTS TO THE INDEPENDENT PUBLIC ACCOUNTANT THATPERFORMED BCI'S 2010 ANNUAL SURPRISE EXAMINATION; AND BCIUNDERREPORTED ITS ASSETS UNDER MANAGEMENT ("AUM") ON ITSMARCH 31, 2011 AMENDMENT TO ITS FORM ADV BY $754 MILLION. BCI'SVIOLATIONS RESULTED IN OVERCHARGES AND CLIENT LOSSESAPPROXIMATING $472,000, AND ADDITIONAL REVENUE TO BCI OF MORETHAN $3.1 MILLION. AS A RESULT OF THE CONDUCT DESCRIBED ABOVE,BCI WILLFULLY VIOLATED SECTION 204(A) OF THE ADVISERS ACT ANDRULES 204-2(A)(8) AND (A)(15) THEREUNDER, SECTION 206(2) OF THEADVISERS ACT, SECTION 206(3) OF THE ADVISERS ACT, SECTION 206(4) OFTHE ADVISERS ACT AND RULE 206(4)-2 THEREUNDER, SECTION 206(4) OFTHE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER, AND SECTION 207OF THE ADVISERS ACT.







Cease and Desist



Resolution:


Sanction Details: RESPONDENT BCI CEASE AND DESIST FROM COMMITTING OR CAUSINGANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 204(A),206(2), 206(3), 206(4), AND 207 OF THE ADVISERS ACT AND RULES 204-2,206(4)-2 AND 206(4)-7 THEREUNDER. RESPONDENT BCI IS CENSURED.RESPONDENT BCI SHALL, WITHIN TEN (10) DAYS OF THE ENTRY OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $15,000,000.RESPONDENT BCI SHALL COMPLY WITH THE UNDERTAKINGSENUMERATED IN THIS ORDER.

RESPONDENT WILLFULLY VIOLATED SECTION 204(A) OF THE ADVISERSACT AND RULES 204-2(A)(8) AND (A)(15) THEREUNDER, SECTION 206(2) OFTHE ADVISERS ACT, SECTION 206(3) OF THE ADVISERS ACT, SECTION206(4) OF THE ADVISERS ACT AND RULE 206(4)-2 THEREUNDER, SECTION206(4) OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER, ANDSECTION 207 OF THE ADVISERS ACT.


Yes


Order


Allegations: ON SEPTEMBER 23, 2014, BARCLAYS CAPITAL INC. ("BCI") ENTERED INTO ASETTLEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION("SEC") RESULTING IN THE SEC ISSUING AN ORDER. BCI CONSENTED TOTHE ENTRY OF THE ORDER THAT FINDS THAT BCI WILLFULLY VIOLATEDTHE ADVISERS ACT SECTIONS 204(A), 206(2), 206(3), 206(4) AND 207 ANDRULES 204-2, 206(4)-2 AND 206(4)-7 THEREUNDER ARISING AS A RESULT OFBCI'S SYSTEMIC FAILURES AFTER IT ACQUIRED LEHMAN BROTHERS INC.'SADVISORY BUSINESS IN SEPTEMBER 2008. THE ORDER FINDS THATWHEN BCI INTEGRATED THIS ADVISORY BUSINESS INTO ITS EXISTINGBUSINESS, IT DID NOT ENHANCE ITS INFRASTRUCTURE TO SUPPORT THENEW BUSINESS, DID NOT ADOPT AND IMPLEMENT WRITTEN POLICIES ANDPROCEDURES REASONABLY DESIGNED TO PREVENT VIOLATIONS OF THEADVISERS ACT, AND DID NOT MAKE AND KEEP CERTAIN BOOKS ANDRECORDS.

THE ORDER ALSO FINDS THESE DEFICIENCIES CONTRIBUTED TO OTHERVIOLATIONS - SPECIFICALLY, THAT BCI:1)EXECUTED MORE THAN 1,500 PRINCIPAL TRANSACTIONS WITH ITSADVISORY CLIENT ACCOUNTS WITHOUT REQUIRED WRITTENDISCLOSURES OR CLIENT CONSENT2)CHARGED COMMISSIONS AND FEES, AND EARNED REVENUES, THATWERE INCONSISTENT WITH ITS DISCLOSURES TO 2,785 ADVISORY CLIENTACCOUNTS3)VIOLATED CUSTODY PROVISIONS OF THE ADVISERS ACT AND4)UNDERREPORTED ITS ASSETS UNDER MANAGEMENT IN ITS MARCH 31,2011 AMENDMENT TO ITS FORM ADV BY $754 MILLION.







Initiated By: SECURITIES AND EXCHANGE COMMISSION


Cease and Desist


CENSURE, CIVIL AND ADMINISTRATIVE PENALTY(IES)/FINE(S),UNDERTAKINGS


Docket/Case Number: ADMINISTRATIVE PROCEEDING FILE NO. 3-16154



ON SEPTEMBER 23, 2014, BARCLAYS CAPITAL INC. ("BCI") ENTERED INTO ASETTLEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION("SEC") RESULTING IN THE SEC ISSUING AN ORDER. BCI CONSENTED TOTHE ENTRY OF THE ORDER THAT FINDS THAT BCI WILLFULLY VIOLATEDTHE ADVISERS ACT SECTIONS 204(A), 206(2), 206(3), 206(4) AND 207 ANDRULES 204-2, 206(4)-2 AND 206(4)-7 THEREUNDER ARISING AS A RESULT OFBCI'S SYSTEMIC FAILURES AFTER IT ACQUIRED LEHMAN BROTHERS INC.'SADVISORY BUSINESS IN SEPTEMBER 2008. THE ORDER FINDS THATWHEN BCI INTEGRATED THIS ADVISORY BUSINESS INTO ITS EXISTINGBUSINESS, IT DID NOT ENHANCE ITS INFRASTRUCTURE TO SUPPORT THENEW BUSINESS, DID NOT ADOPT AND IMPLEMENT WRITTEN POLICIES ANDPROCEDURES REASONABLY DESIGNED TO PREVENT VIOLATIONS OF THEADVISERS ACT, AND DID NOT MAKE AND KEEP CERTAIN BOOKS ANDRECORDS.

THE ORDER ALSO FINDS THESE DEFICIENCIES CONTRIBUTED TO OTHERVIOLATIONS - SPECIFICALLY, THAT BCI:1)EXECUTED MORE THAN 1,500 PRINCIPAL TRANSACTIONS WITH ITSADVISORY CLIENT ACCOUNTS WITHOUT REQUIRED WRITTENDISCLOSURES OR CLIENT CONSENT2)CHARGED COMMISSIONS AND FEES, AND EARNED REVENUES, THATWERE INCONSISTENT WITH ITS DISCLOSURES TO 2,785 ADVISORY CLIENTACCOUNTS3)VIOLATED CUSTODY PROVISIONS OF THE ADVISERS ACT AND4)UNDERREPORTED ITS ASSETS UNDER MANAGEMENT IN ITS MARCH 31,2011 AMENDMENT TO ITS FORM ADV BY $754 MILLION.


Resolution:


Sanction Details: THE ORDER REQUIRES BCI TO CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF ADVISERSACT SECTIONS 204(A), 206(2), 206(3), 206(4) AND 207 AND RULES 204-2,206(4)-2 AND 206(4)-7; CENSURES BCI; AND REQUIRES BCI TO PAY A CIVILMONETARY PENALTY OF $15,000,000, WHICH BCI PAID ON SEPTEMBER 23,2014. BCI MUST ALSO COMPLY WITH CERTAIN UNDERTAKINGS,INCLUDING RETAINING AN INDEPENDENT COMPLIANCE CONSULTANT,NOTIFY EXISTING AND PROSPECTIVE CLIENTS OF THE ORDER, AND KEEPRECORDS OF BCI'S COMPLIANCE WITH THE UNDERTAKINGS.


Settled






THE ORDER REQUIRES BCI TO CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF ADVISERSACT SECTIONS 204(A), 206(2), 206(3), 206(4) AND 207 AND RULES 204-2,206(4)-2 AND 206(4)-7; CENSURES BCI; AND REQUIRES BCI TO PAY A CIVILMONETARY PENALTY OF $15,000,000, WHICH BCI PAID ON SEPTEMBER 23,2014. BCI MUST ALSO COMPLY WITH CERTAIN UNDERTAKINGS,INCLUDING RETAINING AN INDEPENDENT COMPLIANCE CONSULTANT,NOTIFY EXISTING AND PROSPECTIVE CLIENTS OF THE ORDER, AND KEEPRECORDS OF BCI'S COMPLIANCE WITH THE UNDERTAKINGS.

Firm Statement SOLELY FOR THE PURPOSE OF SETTLING THESE PROCEEDINGS, BCICONSENTED TO THE ORDER WITHOUT ADMITTING OR DENYING THEMATTERS IN IT (EXCEPT THE SEC'S JURISDICTION). THE ALLEGATIONS,DISPOSITIONS, FINDINGS AND SANCTIONS OF THE ORDER AREDESCRIBED ABOVE IN ITEMS 7 AND 12.

Disclosure 50 of 90

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Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT THE CORRECT TIME OF TRADE IN REPORTS OF TRANSACTIONSIN MUNICIPAL SECURITIES TO THE REAL-TIME TRANSACTION REPORTINGSYSTEM (RTRS). THE FINDINGS STATED THAT THE FIRM FAILED TOREPORT INFORMATION REGARDING PURCHASE AND SALETRANSACTIONS EFFECTED IN MUNICIPAL SECURITIES TO THE RTRS INTHE MANNER PRESCRIBED BY MUNICIPAL SECURITIES RULEMAKINGBOARD (MSRB) RULE G-14 RTRS PROCEDURES AND THE RTRS USERMANUAL. SPECIFICALLY, THE FIRM FAILED TO REPORT INFORMATIONABOUT SUCH TRANSACTIONS WITHIN 15 MINUTES AFTER THE TIME OFTRADE TO AN RTRS PORTAL.











Sanction Details: SEE ABOVE-FINE PAID IN FULL ON OCTOBER 10, 2014.


No



Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT THE CORRECT TIME OF TRADEIN REPORTS OF TRANSACTIONS IN MUNICIPAL SECURITIES TO THEREALTIME TRANSACTION REPORTING SYSTEM (RTRS) AND FAILED TOREPORT INFORMATION REGARDING PURCHASE AND SALETRANSACTIONS EFFECTED IN MUNICIPAL SECURITIES TO THE RTRSWITHIN 15 MINUTES AFTER THE TIME OF TRADE TO AN RTRS PORTAL ASPRESCRIBED BY MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB)RULE G-14 RTRS PROCEDURES AND THE RTRS USER MANUAL.












Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $15,000.00.


Disclosure 51 of 90

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Allegations: ON 8/16/2013 BARCLAYS RECEIVED 2 ORDERS FROM THE SAMECUSTOMER, ONE TO PURCHASE 2000 SRPT 8/13 30 PUTS AT $.05, THEOTHER TO PURCHASE 200 SRPT 9/13 30 PUTS AT $1. AT 9:33:20 BCAFACILITATED IN THEIR PROP ACCOUNT THE 1ST ORDER. PRIOR TOEXPOSING THE SECOND ORDER, BCA PURCHASED FOR ITS PROPACCOUNT 1192 SPRT 8/13 PUTS AT $.35 WHICH WAS PRIMARILY USED TOHEDGE BOTH ORDERS. THE CONDUCT DESCRIBED ABOVE CONSTITUTEA VIOLATION OF ISE RULE 400.02.



Resolution:


No








Sanction Details: $30,000.00 FINE





Other


CIVIL AND ADMINISTRATIVE PENALT(IES) /FINE(S)





Allegations: ON 8/16/2013 BARCLAYS RECEIVED 2 ORDERS FROM THE SAMECUSTOMER, ONE TO PURCHASE 2000 SRPT 8/13 30 PUTS AT $.05, THEOTHER TO PURCHASE 200 SRPT 9/13 30 PUTS AT $1. AT 9:33:20 BCAFACILITATED IN THEIR PROP ACCOUNT THE 1ST ORDER. PRIOR TOEXPOSING THE SECOND ORDER, BCA PURCHASED FOR ITS PROPACCOUNT 1192 SPRT 8/13 PUTS AT $.35 WHICH WAS PRIMARILY USED TOHEDGE BOTH ORDERS. THE CONDUCT DESCRIBED ABOVE CONSTITUTE AVIOLATION OF ISE RULE 400.02.



Resolution:


Sanction Details: $30,000.00 FINE.



Disclosure 52 of 90

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Allegations: A FINRA HEARING OFFICER CONSIDERED AN OFFER OF SETTLEMENT ANDCONSENT ENTERED INTO BETWEEN FINRA ON BEHALF OF NYSEREGULATION, INC. AND THE FIRM. WITHOUT ADMITTING OR DENYING ANYALLEGATIONS OR FINDINGS, THE HEARING OFFICER ACCEPTED THEOFFER OF SETTLEMENT AND CONSENT AND ISSUED A DECISION. THEFIRM RECORDED THE DETAILS OF ALL OPTIONS ORDERS ANDEXECUTIONS USING AN ORDER MANAGEMENT SYSTEM CALLED THELISTED OPTIONS TRADING SYSTEM (LOTS). VARIOUS INADEQUACIES WITHLOTS RESULTED IN SYSTEMIC DEFICIENCIES TO THE FIRM'S OPTIONSORDER AND DEALER TICKETS. THESE DEFICIENCIES WERE ASSOCIATEDWITH ALL MANUALLY EXECUTED OPTIONS ORDERS (I.E., EXECUTED BY AFLOOR BROKER). - ORDERS SENT FROM CLIENTS ELECTRONICALLY TOTHE FIRM'S SMART ORDER ROUTERS FOR EXECUTION AT THE VARIOUSEXCHANGES WERE NOT IMPACTED.-THE FIRM'S ORDER TICKETSINACCURATELY REFLECTED THE ORDER RECEIPT TIME FOR ALLCUSTOMER OPTIONS ORDERS THAT WERE EXECUTED BY A FLOORBROKER. THE FIRM'S ORDER TICKETS FAILED TO REFLECT THETRANSMISSION TIME FOR ALL OPTIONS ORDERS THAT WERE EXECUTEDBY A FLOOR BROKER, AND THE FIRM FAILED TO MAINTAIN THIS TIME IN ANEASILY ACCESSIBLE PLACE. THE FIRM WAS UNABLE TO CAPTUREMODIFICATIONS TO ALL OPTIONS ORDERS THAT WERE EXECUTED BYFLOOR BROKERS THAT DID NOT UTILIZE A LOTS USER INTERFACE (NON-CONNECTED BROKERS). BECAUSE THE FIRM BOOKED SUCH TRADES ATTHE END OF THE DAY, ITS ORDER TICKETS REFLECTED ONLY THE FINALQUANTITY AND PRICE; MODIFICATIONS TO THE ORIGINAL ORDERQUANTITIES WERE INACCURATELY CAPTURED ON THE FIRM'S ORDERTICKETS AS NEW ORDERS. MOREOVER, FOR ALL OPTIONS ORDERSEXECUTED BY NON-CONNECTED BROKERS DURING THE RELEVANTPERIOD, THE FIRM'S TICKETS INACCURATELY CAPTURED EXECUTIONTIME AS THE TIME THE FIRM BOOKED THE TRADE INTO LOTS AT THE ENDOF THE DAY. FROM APPROXIMATELY SEPTEMBER 2008 THROUGH MAY2010, FOR ALL OPTIONS ORDERS THAT WERE EXECUTED BY A FLOORBROKER, THE FIRM'S TICKETS REFLECTED THE DEFAULT MARKETCENTER WHERE THE FLOOR BROKER TRADED, AND NOT THE ACTUALEXCHANGE UPON WHICH THE ORDER WAS EXECUTED (IF DIFFERENT).THIS WAS IN VIOLATIONS OF EXCHANGE ACT RULES 17A-3(A) AND 17A-4(B), AND NYSE ARCA OPTIONS RULES 6.68(A) AND 11.16(A). DURING THERELEVANT PERIOD, THE FIRM'S WRITTEN SUPERVISORY PROCEDURESFAILED TO INCLUDE ANY SUPERVISORY REVIEWS TO ENSURE THEACCURACY OF ITS OPTIONS BROKERAGE ORDER AND DEALER TICKETS.MOREOVER, THE FIRM'S WRITTEN SUPERVISORY PROCEDURES DID NOTCONTAIN ANY OPTIONS-RELATED PROVISIONS, INCLUDING PROVISIONSRELATING TO NYSE AREA OPTIONS RULES AND REGULATIONS.NOTWITHSTANDING ITS WRITTEN SUPERVISORY PROCEDURES, THE FIRMFAILED TO ESTABLISH, MAINTAIN, AND ENFORCE A SYSTEM REASONABLYDESIGNED TO SUPERVISE THE OPERATIONS OF ITS BUSINESS ANDENSURE COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWSAND NYSE ARCA OPTIONS RULES PERTAINING TO BOOKS AND RECORDS.THIS WAS IN VIOLATIONS OF NYSE AREA OPTIONS RULE 11.18. HOWEVER,IN DETERMINING TO RESOLVE THIS MATTER ON THE BASIS SET FORTH INTHE OFFER OF SETTLEMENT AND CONSENT, FINRA CONSIDERED THAT, INDECEMBER 2012, THE FIRM IMPLEMENTED, AT SIGNIFICANT COST, A NEWOPTIONS PLATFORM TO REPLACE LOTS.







Allegations: A FINRA HEARING OFFICER CONSIDERED AN OFFER OF SETTLEMENT ANDCONSENT ENTERED INTO BETWEEN FINRA ON BEHALF OF NYSEREGULATION, INC. AND THE FIRM. WITHOUT ADMITTING OR DENYING ANYALLEGATIONS OR FINDINGS, THE HEARING OFFICER ACCEPTED THEOFFER OF SETTLEMENT AND CONSENT AND ISSUED A DECISION. THEFIRM RECORDED THE DETAILS OF ALL OPTIONS ORDERS ANDEXECUTIONS USING AN ORDER MANAGEMENT SYSTEM CALLED THELISTED OPTIONS TRADING SYSTEM (LOTS). VARIOUS INADEQUACIES WITHLOTS RESULTED IN SYSTEMIC DEFICIENCIES TO THE FIRM'S OPTIONSORDER AND DEALER TICKETS. THESE DEFICIENCIES WERE ASSOCIATEDWITH ALL MANUALLY EXECUTED OPTIONS ORDERS (I.E., EXECUTED BY AFLOOR BROKER). - ORDERS SENT FROM CLIENTS ELECTRONICALLY TOTHE FIRM'S SMART ORDER ROUTERS FOR EXECUTION AT THE VARIOUSEXCHANGES WERE NOT IMPACTED.-THE FIRM'S ORDER TICKETSINACCURATELY REFLECTED THE ORDER RECEIPT TIME FOR ALLCUSTOMER OPTIONS ORDERS THAT WERE EXECUTED BY A FLOORBROKER. THE FIRM'S ORDER TICKETS FAILED TO REFLECT THETRANSMISSION TIME FOR ALL OPTIONS ORDERS THAT WERE EXECUTEDBY A FLOOR BROKER, AND THE FIRM FAILED TO MAINTAIN THIS TIME IN ANEASILY ACCESSIBLE PLACE. THE FIRM WAS UNABLE TO CAPTUREMODIFICATIONS TO ALL OPTIONS ORDERS THAT WERE EXECUTED BYFLOOR BROKERS THAT DID NOT UTILIZE A LOTS USER INTERFACE (NON-CONNECTED BROKERS). BECAUSE THE FIRM BOOKED SUCH TRADES ATTHE END OF THE DAY, ITS ORDER TICKETS REFLECTED ONLY THE FINALQUANTITY AND PRICE; MODIFICATIONS TO THE ORIGINAL ORDERQUANTITIES WERE INACCURATELY CAPTURED ON THE FIRM'S ORDERTICKETS AS NEW ORDERS. MOREOVER, FOR ALL OPTIONS ORDERSEXECUTED BY NON-CONNECTED BROKERS DURING THE RELEVANTPERIOD, THE FIRM'S TICKETS INACCURATELY CAPTURED EXECUTIONTIME AS THE TIME THE FIRM BOOKED THE TRADE INTO LOTS AT THE ENDOF THE DAY. FROM APPROXIMATELY SEPTEMBER 2008 THROUGH MAY2010, FOR ALL OPTIONS ORDERS THAT WERE EXECUTED BY A FLOORBROKER, THE FIRM'S TICKETS REFLECTED THE DEFAULT MARKETCENTER WHERE THE FLOOR BROKER TRADED, AND NOT THE ACTUALEXCHANGE UPON WHICH THE ORDER WAS EXECUTED (IF DIFFERENT).THIS WAS IN VIOLATIONS OF EXCHANGE ACT RULES 17A-3(A) AND 17A-4(B), AND NYSE ARCA OPTIONS RULES 6.68(A) AND 11.16(A). DURING THERELEVANT PERIOD, THE FIRM'S WRITTEN SUPERVISORY PROCEDURESFAILED TO INCLUDE ANY SUPERVISORY REVIEWS TO ENSURE THEACCURACY OF ITS OPTIONS BROKERAGE ORDER AND DEALER TICKETS.MOREOVER, THE FIRM'S WRITTEN SUPERVISORY PROCEDURES DID NOTCONTAIN ANY OPTIONS-RELATED PROVISIONS, INCLUDING PROVISIONSRELATING TO NYSE AREA OPTIONS RULES AND REGULATIONS.NOTWITHSTANDING ITS WRITTEN SUPERVISORY PROCEDURES, THE FIRMFAILED TO ESTABLISH, MAINTAIN, AND ENFORCE A SYSTEM REASONABLYDESIGNED TO SUPERVISE THE OPERATIONS OF ITS BUSINESS ANDENSURE COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWSAND NYSE ARCA OPTIONS RULES PERTAINING TO BOOKS AND RECORDS.THIS WAS IN VIOLATIONS OF NYSE AREA OPTIONS RULE 11.18. HOWEVER,IN DETERMINING TO RESOLVE THIS MATTER ON THE BASIS SET FORTH INTHE OFFER OF SETTLEMENT AND CONSENT, FINRA CONSIDERED THAT, INDECEMBER 2012, THE FIRM IMPLEMENTED, AT SIGNIFICANT COST, A NEWOPTIONS PLATFORM TO REPLACE LOTS.













A FINRA HEARING OFFICER CONSIDERED AN OFFER OF SETTLEMENT ANDCONSENT ENTERED INTO BETWEEN FINRA ON BEHALF OF NYSEREGULATION, INC. AND THE FIRM. WITHOUT ADMITTING OR DENYING ANYALLEGATIONS OR FINDINGS, THE HEARING OFFICER ACCEPTED THEOFFER OF SETTLEMENT AND CONSENT AND ISSUED A DECISION. THEFIRM RECORDED THE DETAILS OF ALL OPTIONS ORDERS ANDEXECUTIONS USING AN ORDER MANAGEMENT SYSTEM CALLED THELISTED OPTIONS TRADING SYSTEM (LOTS). VARIOUS INADEQUACIES WITHLOTS RESULTED IN SYSTEMIC DEFICIENCIES TO THE FIRM'S OPTIONSORDER AND DEALER TICKETS. THESE DEFICIENCIES WERE ASSOCIATEDWITH ALL MANUALLY EXECUTED OPTIONS ORDERS (I.E., EXECUTED BY AFLOOR BROKER). - ORDERS SENT FROM CLIENTS ELECTRONICALLY TOTHE FIRM'S SMART ORDER ROUTERS FOR EXECUTION AT THE VARIOUSEXCHANGES WERE NOT IMPACTED.-THE FIRM'S ORDER TICKETSINACCURATELY REFLECTED THE ORDER RECEIPT TIME FOR ALLCUSTOMER OPTIONS ORDERS THAT WERE EXECUTED BY A FLOORBROKER. THE FIRM'S ORDER TICKETS FAILED TO REFLECT THETRANSMISSION TIME FOR ALL OPTIONS ORDERS THAT WERE EXECUTEDBY A FLOOR BROKER, AND THE FIRM FAILED TO MAINTAIN THIS TIME IN ANEASILY ACCESSIBLE PLACE. THE FIRM WAS UNABLE TO CAPTUREMODIFICATIONS TO ALL OPTIONS ORDERS THAT WERE EXECUTED BYFLOOR BROKERS THAT DID NOT UTILIZE A LOTS USER INTERFACE (NON-CONNECTED BROKERS). BECAUSE THE FIRM BOOKED SUCH TRADES ATTHE END OF THE DAY, ITS ORDER TICKETS REFLECTED ONLY THE FINALQUANTITY AND PRICE; MODIFICATIONS TO THE ORIGINAL ORDERQUANTITIES WERE INACCURATELY CAPTURED ON THE FIRM'S ORDERTICKETS AS NEW ORDERS. MOREOVER, FOR ALL OPTIONS ORDERSEXECUTED BY NON-CONNECTED BROKERS DURING THE RELEVANTPERIOD, THE FIRM'S TICKETS INACCURATELY CAPTURED EXECUTIONTIME AS THE TIME THE FIRM BOOKED THE TRADE INTO LOTS AT THE ENDOF THE DAY. FROM APPROXIMATELY SEPTEMBER 2008 THROUGH MAY2010, FOR ALL OPTIONS ORDERS THAT WERE EXECUTED BY A FLOORBROKER, THE FIRM'S TICKETS REFLECTED THE DEFAULT MARKETCENTER WHERE THE FLOOR BROKER TRADED, AND NOT THE ACTUALEXCHANGE UPON WHICH THE ORDER WAS EXECUTED (IF DIFFERENT).THIS WAS IN VIOLATIONS OF EXCHANGE ACT RULES 17A-3(A) AND 17A-4(B), AND NYSE ARCA OPTIONS RULES 6.68(A) AND 11.16(A). DURING THERELEVANT PERIOD, THE FIRM'S WRITTEN SUPERVISORY PROCEDURESFAILED TO INCLUDE ANY SUPERVISORY REVIEWS TO ENSURE THEACCURACY OF ITS OPTIONS BROKERAGE ORDER AND DEALER TICKETS.MOREOVER, THE FIRM'S WRITTEN SUPERVISORY PROCEDURES DID NOTCONTAIN ANY OPTIONS-RELATED PROVISIONS, INCLUDING PROVISIONSRELATING TO NYSE AREA OPTIONS RULES AND REGULATIONS.NOTWITHSTANDING ITS WRITTEN SUPERVISORY PROCEDURES, THE FIRMFAILED TO ESTABLISH, MAINTAIN, AND ENFORCE A SYSTEM REASONABLYDESIGNED TO SUPERVISE THE OPERATIONS OF ITS BUSINESS ANDENSURE COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWSAND NYSE ARCA OPTIONS RULES PERTAINING TO BOOKS AND RECORDS.THIS WAS IN VIOLATIONS OF NYSE AREA OPTIONS RULE 11.18. HOWEVER,IN DETERMINING TO RESOLVE THIS MATTER ON THE BASIS SET FORTH INTHE OFFER OF SETTLEMENT AND CONSENT, FINRA CONSIDERED THAT, INDECEMBER 2012, THE FIRM IMPLEMENTED, AT SIGNIFICANT COST, A NEWOPTIONS PLATFORM TO REPLACE LOTS.


Resolution:

Other Sanctions Ordered: THE FINE MUST BE PAID WITHIN 30 DAYS OF THE DATE OF THIS DECISIONOR THE FIRM MAY FACE SUSPENSION, PURSUANT TO THE TERMS OF THEDECISION AND NYSE ARCA OPTIONS RULE 13.2(A).

Sanction Details: SEE ABOVE

Regulator Statement THIS DISCIPLINARY PROCEEDING INCLUDES PROCEEDING NUMBERS20110300489 AND 20130354622.


No
















Allegations: A FINRA HEARING OFFICER ACCEPTED AN OFFER OF SETTLEMENT ANDCONSENT ENTERED INTO BETWEEN FINRA ON BEHALF OF NYSEREGULATION, INC. AND THE FIRM FOR THE SOLE PURPOSE OF SETTLINGTHE PROCEEDING WITHOUT ADMITTING OR DENYING ANY ALLEGATIONSOR FINDINGS. DURING THE PERIOD OF SEPTEMBER 2008 THROUGHDECEMBER 2012, THE FIRM FAILED TO ACCURATELY MAKE, KEEPCURRENT AND PRESERVE IN AN EASILY ACCESSIBLE PLACE CERTAINBROKERAGE ORDER AND DEALER TICKETS FOR OPTIONS ORDERS ITEXECUTED. VARIOUS INADEQUACIES WITH THE FIRM'S OPTIONS TRADINGSYSTEM RESULTED IN SYSTEMIC DEFICIENCIES TO THE FIRM'S OPTIONSORDER AND DEALER TICKETS ASSOCIATED WITH OPTIONS ORDERSEXECUTED BY A FLOOR BROKER. ORDERS SENT FROM CLIENTSELECTRONICALLY TO THE FIRM'S SMART ORDER ROUTERS FOREXECUTION AT THE VARIOUS EXCHANGES WERE NOT IMPACTED. INPARTICULAR, THOSE ORDER TICKETS INACCURATELY REFLECTED THEORDER RECEIPT TIME, FAILED TO REFLECT THE TRANSMISSION TIME, DIDNOT CAPTURE ALL MODIFICATIONS AND, CERTAIN OF THOSE ORDERS,INACCURATELY CAPTURED EXECUTION TIME AS THE TIME THE FIRMBOOKED THETRADE. IN ADDITION, FROM APPROXIMATELY SEPTEMBER 2008 THROUGHMAY 2010, THOSE TICKETS REFLECTED THE DEFAULT MARKET CENTERWHERE THE FLOOR BROKER TRADED, AND NOT THE ACTUAL EXCHANGEUPON WHICH THE ORDER WASEXECUTED (IF DIFFERENT). THESE FINDINGS CONSTITUTE VIOLATIONS OFEXCHANGE ACT RULES 17A-3(A) AND 17A-4(B), AND NYSE ARCA OPTIONSRULES 6.68(A) AND 11.16(A). DURING THERELEVANT PERIOD, THE FIRM'S WRITTEN SUPERVISORY PROCEDURESFAILED TO INCLUDE ANY SUPERVISORY REVIEWS TO ENSURE THEACCURACY OF ITS OPTIONS BROKERAGE ORDER AND DEALER TICKETS,AND THE FIRM'S WRITTEN SUPERVISORY PROCEDURES DID NOT CONTAINANY OPTIONS-RELATED PROVISIONS, INCLUDING PROVISIONS RELATINGTO NYSE AREA OPTIONS RULES AND REGULATIONS IN VIOLATION OFNYSE AREA OPTIONS RULE 11.18. HOWEVER, IN DETERMINING TORESOLVE THIS MATTER ON THE BASIS SET FORTH IN THE OFFER OFSETTLEMENT AND CONSENT, FINRA CONSIDERED THAT, IN DECEMBER2012, THE FIRM IMPLEMENTED, ATSIGNIFICANT COST, A NEW OPTIONS PLATFORM TO REPLACE LOTS.









Resolution:

Other Sanctions Ordered: THE FINE MUST BE PAID WITHIN 30 DAYS OF THE DATE OF THIS DECISIONOR, THE FIRM MAY FACE SUSPENSION, PURUSANT TO THE TERMS OF THEDECEION AND NYSE ARCA OPTIONS RULE 13.2(A)

Sanction Details: SEE ABOVE.



Disclosure 53 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITERRONEOUSLY REPORTED LONG SALE CROSSING SESSION II (CSII)TRANSACTIONS TO THE NYSE AS SHORT SALES IN VIOLATIONS OF RULE200(G) OF REG SHO AND NYSE RULE 476(A)(10). CSII IS ONE OF THE NYSEOFF-HOURS TRADING FACILITIES WHICH OPERATES FROM 4:00 P.M. TO6:15 P.M. THIS SESSION ACCOMMODATES THE TRADING OF BASKETS OFAT LEAST 15 NYSE SECURITIES VALUED AT $1 MILLION OR MORE.REPORTS OF EXECUTION ARE AVAILABLE TO MEMBER FIRMS VIA THEWEB-BASED ELECTRONIC FILING PLATFORM (EFP) SHORTLY AFTER THETRADE IS ENTERED. AT 6:15 P.M., THE NYSE PRINTS TO THECONSOLIDATED TAPE THE AGGREGATE INFORMATION OF ALL BASKETSEXECUTED IN THIS SESSION (I.E. THE TOTAL NUMBER OF SHARES ANDTOTAL MARKET VALUE OF THE AGGREGATE-PRICE TRADES). THEINDIVIDUAL COMPONENT STOCKS INVOLVED IN THE AGGREGATE-PRICETRANSACTIONS ARE NOT REPORTED TO THE CONSOLIDATED TAPE. ONTHE THIRD DAY AFTER TRADE DATE (T+3), THE INDIVIDUAL COMPONENTSTOCKS EXECUTED AS PART OF A CSII BASKET TRADE ARE PRINTED INAGGREGATE FORM IN THE NYSE DAILY SALES REPORT. FOR ALLRELEVANT PERIODS, THE FIRM UTILIZED ITS DOMESTIC PROGRAMTRADING (DPT) SYSTEM TO REPORT CSII TRANSACTIONS TO THE NYSE.MORE SPECIFICALLY, DPT GENERATED FILES CONTAINING THE DAILYTRADING DATA FOR THE FIRM'S CSII CROSS TRANSACTIONS. THOSE FILESWERE THEN MANUALLY UPLOADED TO THE NYSE WEBSITE BY THE FIRM'SSERVICE DESK. DURING THE PERIOD, THE FIRM FAILED TO REPORT CSII-ELIGIBLE BASKETS ACROSS 86 TRADE DATES, OVER-REPORTEDAPPROXIMATELY 1,014 CSII-ELIGIBLE BASKETS ACROSS 94 TRADE DATES,AND AMENDED ITS CSII FILINGS ON 10 TRADE DATES, IN VIOLATIONS OFNYSE RULE 476(A)(10). PRIOR TO SEPTEMBER 2012, THE FIRM DID NOTHAVE IN PLACE A SYSTEM OF SUPERVISORY REVIEW TO ENSURECOMPLIANCE WITH CSII REPORTING TO THE NYSE. PRIOR TO SEPTEMBER2013, THE FIRM DID NOT HAVE ANY WRITTEN SUPERVISORY PROCEDURES(WSPS) DEDICATED TOWARDS ENSURING COMPLIANCE WITH CSIIREPORTING. ALL CONDUCTS WERE IN VIOLATIONS OF NYSE RULE 342, INTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN WRITTENPROCEDURES AND A SYSTEM OF FOLLOW-UP AND REVIEW REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH ITS CSII TRANSACTION ANDREPORTING REQUIREMENTS. AFTER RECEIVING INQUIRIES FROM FINRA,THE FIRM CONDUCTED A LOOK-BACK OF ITS CSII REPORTING AND SELF-REPORTED THE MAJORITY OF THE VIOLATIONS DISCLOSED.THIS MATTER NUMBER 2011027567001 INCLUDES 20110300489 AND20130354622.













Other Product Type(s): UNSPECIFIED STOCKS

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITERRONEOUSLY REPORTED LONG SALE CROSSING SESSION II (CSII)TRANSACTIONS TO THE NYSE AS SHORT SALES IN VIOLATIONS OF RULE200(G) OF REG SHO AND NYSE RULE 476(A)(10). CSII IS ONE OF THE NYSEOFF-HOURS TRADING FACILITIES WHICH OPERATES FROM 4:00 P.M. TO6:15 P.M. THIS SESSION ACCOMMODATES THE TRADING OF BASKETS OFAT LEAST 15 NYSE SECURITIES VALUED AT $1 MILLION OR MORE.REPORTS OF EXECUTION ARE AVAILABLE TO MEMBER FIRMS VIA THEWEB-BASED ELECTRONIC FILING PLATFORM (EFP) SHORTLY AFTER THETRADE IS ENTERED. AT 6:15 P.M., THE NYSE PRINTS TO THECONSOLIDATED TAPE THE AGGREGATE INFORMATION OF ALL BASKETSEXECUTED IN THIS SESSION (I.E. THE TOTAL NUMBER OF SHARES ANDTOTAL MARKET VALUE OF THE AGGREGATE-PRICE TRADES). THEINDIVIDUAL COMPONENT STOCKS INVOLVED IN THE AGGREGATE-PRICETRANSACTIONS ARE NOT REPORTED TO THE CONSOLIDATED TAPE. ONTHE THIRD DAY AFTER TRADE DATE (T+3), THE INDIVIDUAL COMPONENTSTOCKS EXECUTED AS PART OF A CSII BASKET TRADE ARE PRINTED INAGGREGATE FORM IN THE NYSE DAILY SALES REPORT. FOR ALLRELEVANT PERIODS, THE FIRM UTILIZED ITS DOMESTIC PROGRAMTRADING (DPT) SYSTEM TO REPORT CSII TRANSACTIONS TO THE NYSE.MORE SPECIFICALLY, DPT GENERATED FILES CONTAINING THE DAILYTRADING DATA FOR THE FIRM'S CSII CROSS TRANSACTIONS. THOSE FILESWERE THEN MANUALLY UPLOADED TO THE NYSE WEBSITE BY THE FIRM'SSERVICE DESK. DURING THE PERIOD, THE FIRM FAILED TO REPORT CSII-ELIGIBLE BASKETS ACROSS 86 TRADE DATES, OVER-REPORTEDAPPROXIMATELY 1,014 CSII-ELIGIBLE BASKETS ACROSS 94 TRADE DATES,AND AMENDED ITS CSII FILINGS ON 10 TRADE DATES, IN VIOLATIONS OFNYSE RULE 476(A)(10). PRIOR TO SEPTEMBER 2012, THE FIRM DID NOTHAVE IN PLACE A SYSTEM OF SUPERVISORY REVIEW TO ENSURECOMPLIANCE WITH CSII REPORTING TO THE NYSE. PRIOR TO SEPTEMBER2013, THE FIRM DID NOT HAVE ANY WRITTEN SUPERVISORY PROCEDURES(WSPS) DEDICATED TOWARDS ENSURING COMPLIANCE WITH CSIIREPORTING. ALL CONDUCTS WERE IN VIOLATIONS OF NYSE RULE 342, INTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN WRITTENPROCEDURES AND A SYSTEM OF FOLLOW-UP AND REVIEW REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH ITS CSII TRANSACTION ANDREPORTING REQUIREMENTS. AFTER RECEIVING INQUIRIES FROM FINRA,THE FIRM CONDUCTED A LOOK-BACK OF ITS CSII REPORTING AND SELF-REPORTED THE MAJORITY OF THE VIOLATIONS DISCLOSED.THIS MATTER NUMBER 2011027567001 INCLUDES 20110300489 AND20130354622.


Resolution:



No
















Other Product Type(s): UNSPECIFIED STOCKS

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING THEPERIOD OF SEPTEMBER 2008 THROUGH JUNE 2011, IT ERRONEOUSLYREPORTED LONG SALE CROSSING SESSION II (CSII) TRANSACTIONS TOTHE NYSE AS SHORT SALES IN VIOLATION OF RULE 200(G) OF REG SHOAND NYSE RULE 476(A)(10). IN ADDITION, DURING THE PERIOD 2011THROUGH 2013, THE FIRM FAILED TO REPORT APPROXIMATELY 984 CSII-ELIGIBLE BASKETS ACROSS 86 TRADE DATES, OVER-REPORTEDAPPROXIMATELY 1,014 CSII-ELIGIBLE BASKETS ACROSS 94 TRADE DATES,AND AMENDED ITS CSII FILINGS ON 10 TRADE DATES, INVIOLATION OF NYSE RULE 476(A)(10). FURTHERMORE, PRIOR TOSEPTEMBER 2012, THE FIRM DID NOT HAVE IN PLACE A SYSTEM OFSUPERVISORY REVIEW TO ENSURE COMPLIANCE WITH CSII REPORTINGTO THE NYSE AND PRIOR TO SEPTEMBER 2013, THE FIRM DID NOT HAVEANY WRITTEN SUPERVISORY PROCEDURES (WSPS) DEDICATEDTOWARDS ENSURING COMPLIANCE WITH CSII REPORTING IN VIOLATIONOF NYSE RULE 342. AFTER RECEIVING INQUIRIES FROM FINRA, THE FIRMCONDUCTED A LOOK-BACK OF ITS CSII REPORTING AND SELF-REPORTEDTHE MAJORITY OF THE VIOLATIONS DISCLOSED. THIS MATTER NUMBER2011027567001 INCLUDES 20110300489 AND 20130354622.



Resolution:










Disclosure 54 of 90

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Allegations: BARCLAYS CAPITAL INC. ("BARCLAYS"), AN EXCHANGE TPHORGANIZATION, WAS CENSURED AND FINED $15,000 FOR THE FOLLOWINGCONDUCT. BARCLAYS (I) RESPONDED TO A TOTAL OF 261 AIM AUCTIONS,RECEIVING EXECUTIONS ON 370 CONTRACTS, IN OPTIONS CLASSES INWHICH BARCLAYS DID NOT HOLD THE RELEVANT APPOINTMENT; AND (II)FAILED TO ASSURE COMPLIANCE WITH THE REQUIREMENT TO ONLYRESPOND TO THOSE AIM AUCTIONS IN WHICH AN APPOINTMENT WASHELD IN THE RELEVANT OPTIONS CLASS AS SET FORTH IN EXCHANGERULE 6.74A. (EXCHANGE RULES 4.2 - ADHERENCE TO LAW AND 6.74A -AUTOMATED IMPROVEMENT MECHANISM ("AIM"))



Resolution:


















Allegations: IT IS ALLEGED THAT BARCLAYS RESPONDED TO 256 AIM AUCTIONS ANDRECEIVED EXECUTIONS ON 349 CONTRACTS WHILE NOT HOLDING ANAPPOINTMENT IN THE RELEVANT OPTIONS CLASSES. IN ADDITION,BARCLAYS FAILED TO ASSURE COMPLIANCE WITH EXCHANGE RULE 6.74ABY RESPONDING TO NUMEROUS AIM AUCTIONS OVER NUMEROUSMULTIPLE MONTHS WHILE NOT HOLDING AN APPOINTMENT IN THERELEVANT OPTIONS CLASSES. (VIOLATION OF EXCHANGE RULES 4.2 AND6.74A)



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $15,000.00.


Consent

Disclosure 55 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT SUBMITTEDINACCURATE BLUE SHEETS TO THE SEC AND TO FINRA. THE FINDINGSSTATED THAT THE FIRM'S FAILURE TO SUBMIT ACCURATE BLUE SHEETSHAD A NEGATIVE IMPACT ON REGULATORY INVESTIGATIONS INTOPOSSIBLE VIOLATIONS OF SECURITIES LAWS. THE FIRM'S SUBMISSIONSOF WRONG ACCOUNT NAMES AND ADDRESSES CAUSED FINRA TOREVIEW AND INVESTIGATE INDIVIDUALS WHO DID NOT, IN FACT, TRADE INTHE SECURITIES THAT WERE THE SUBJECT OF THE INVESTIGATIONS. THEFINDINGS ALSO STATED THAT THE FIRM DID NOT HAVE IN PLACE ANADEQUATE AUDIT SYSTEM PROVIDING FOR ACCOUNTABILITY OF ITS BLUESHEET SUBMISSIONS.







Initiated By: FINRA


Other


N/A





WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT SUBMITTEDINACCURATE BLUE SHEETS TO THE SEC AND TO FINRA. THE FINDINGSSTATED THAT THE FIRM'S FAILURE TO SUBMIT ACCURATE BLUE SHEETSHAD A NEGATIVE IMPACT ON REGULATORY INVESTIGATIONS INTOPOSSIBLE VIOLATIONS OF SECURITIES LAWS. THE FIRM'S SUBMISSIONSOF WRONG ACCOUNT NAMES AND ADDRESSES CAUSED FINRA TOREVIEW AND INVESTIGATE INDIVIDUALS WHO DID NOT, IN FACT, TRADE INTHE SECURITIES THAT WERE THE SUBJECT OF THE INVESTIGATIONS. THEFINDINGS ALSO STATED THAT THE FIRM DID NOT HAVE IN PLACE ANADEQUATE AUDIT SYSTEM PROVIDING FOR ACCOUNTABILITY OF ITS BLUESHEET SUBMISSIONS.


Resolution:

Other Sanctions Ordered: THE FIRM FURTHER AGREES THAT IT HAS CONDUCTED A REVIEW OF ITSPOLICIES, SYSTEMS, AND PROCEDURES (WRITTEN OR OTHERWISE)RELATING TO THE DEFICIENCIES ADDRESSED HEREIN.


Regulator Statement FINE PAID IN FULL ON JUNE 18, 2014.


No




Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT BETWEENAUGUST 2012 AND APRIL 2013 IT SUBMITTED INACCURATE BLUE SHEETSTO THE SEC AND TO FINRA THAT ASSOCIATED TRADE DATA WITH THEWRONG CUSTOMER NAME AND ADDRESS AND IT DID NOT HAVE IN PLACEAN ADEQUATE AUDIT SYSTEM PROVIDING FOR ACCOUNTABILITY OF ITSBLUE SHEET SUBMISSIONS. THE FINDINGS STATED THAT THE FIRM'SFAILURE TO SUBMIT ACCURATE BLUE SHEETS HAD A NEGATIVE IMPACTON REGULATORY INVESTIGATIONS INTO POSSIBLE VIOLATIONS OFSECURITIES LAWS AND CAUSED FINRA TO REVIEWAND INVESTIGATE INDIVIDUALS WHO DID NOT, IN FACT, TRADE IN THESECURITIES THAT WERE THE SUBJECT OF THE INVESTIGATIONS.








Initiated By: FINRA







Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT BETWEENAUGUST 2012 AND APRIL 2013 IT SUBMITTED INACCURATE BLUE SHEETSTO THE SEC AND TO FINRA THAT ASSOCIATED TRADE DATA WITH THEWRONG CUSTOMER NAME AND ADDRESS AND IT DID NOT HAVE IN PLACEAN ADEQUATE AUDIT SYSTEM PROVIDING FOR ACCOUNTABILITY OF ITSBLUE SHEET SUBMISSIONS. THE FINDINGS STATED THAT THE FIRM'SFAILURE TO SUBMIT ACCURATE BLUE SHEETS HAD A NEGATIVE IMPACTON REGULATORY INVESTIGATIONS INTO POSSIBLE VIOLATIONS OFSECURITIES LAWS AND CAUSED FINRA TO REVIEWAND INVESTIGATE INDIVIDUALS WHO DID NOT, IN FACT, TRADE IN THESECURITIES THAT WERE THE SUBJECT OF THE INVESTIGATIONS.


Resolution:

Other Sanctions Ordered: THE FIRM FURTHER AGREES TO PROVIDE A CERTIFICATION THAT IT HASCONDUCTED A REVIEW OF ITS POLICIES, SYSTEMS, AND PROCEDURES(WRITTEN OR OTHERWISE) RELATING TO THE DEFICIENCIES ADDRESSEDHEREIN.




Disclosure 56 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREASONABLY AVOID DISPLAYING AND ENGAGED IN A PATTERN ORPRACTICE OF DISPLAYING QUOTATIONS THAT LOCKED OR CROSSED APROTECTED QUOTATION, IN THAT, IT ENTERED INTERMARKET SWEEPORDERS INTO THE NASDAQ SINGLE BOOK EXECUTION SYSTEM THATLOCKED OR CROSSED A QUOTATION PREVIOUSLY DISSEMINATEDPURSUANT TO AN EFFECTIVE NATIONAL MARKET SYSTEM PLAN ANDFAILED TO SIMULTANEOUSLY ROUTE AN INTERMARKET SWEEP ORDER TOEXECUTE AGAINST THE FULL DISPLAYED SIZE OF THE LOCKED ORCROSSED PROTECTED QUOTE. THE FINDINGS STATED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOTHE APPLICABLE SECURITIES LAWS AND REGULATIONS AND NASDAQRULES CONCERNING LOCKED/CROSSED MARKETS.















WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREASONABLY AVOID DISPLAYING AND ENGAGED IN A PATTERN ORPRACTICE OF DISPLAYING QUOTATIONS THAT LOCKED OR CROSSED APROTECTED QUOTATION, IN THAT, IT ENTERED INTERMARKET SWEEPORDERS INTO THE NASDAQ SINGLE BOOK EXECUTION SYSTEM THATLOCKED OR CROSSED A QUOTATION PREVIOUSLY DISSEMINATEDPURSUANT TO AN EFFECTIVE NATIONAL MARKET SYSTEM PLAN ANDFAILED TO SIMULTANEOUSLY ROUTE AN INTERMARKET SWEEP ORDER TOEXECUTE AGAINST THE FULL DISPLAYED SIZE OF THE LOCKED ORCROSSED PROTECTED QUOTE. THE FINDINGS STATED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOTHE APPLICABLE SECURITIES LAWS AND REGULATIONS AND NASDAQRULES CONCERNING LOCKED/CROSSED MARKETS.


Resolution:

Other Sanctions Ordered: UNDERTAKINGS: REQUIRED TO REVISE THE FIRM'S WRITTENSUPERVISORY PROCEDURES



No
















Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREASONABLY AVOID DISPLAYING AND ENGAGED IN A PATTERN ORPRACTICE OF DISPLAYING QUOTATIONS THAT LOCKED OR CROSSED APROTECTED QUOTATION, IN THAT, IT ENTERED INTERMARKET SWEEPORDERS INTO THE NASDAQ SINGLE BOOK EXECUTION SYSTEM THATLOCKED OR CROSSED A QUOTATION PREVIOUSLY DISSEMINATEDPURSUANT TO AN EFFECTIVE NATIONAL MARKET SYSTEM PLAN ANDFAILED TO SIMULTANEOUSLY ROUTE AN INTERMARKET SWEEP ORDER TOEXECUTE AGAINST THE FULL DISPLAYED SIZE OF THE LOCKED ORCROSSED PROTECTED QUOTE. THE FINDINGS STATED THAT THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOTHE APPLICABLE SECURITIES LAWS AND REGULATIONS AND NASDAQRULES CONCERNING LOCKED/CROSSED MARKETS.



Resolution:

Other Sanctions Ordered: UNDERTAKINGS: REQUIRED TO REVISE THE FIRM'S WRITTENSUPERVISORY PROCEDURES




Disclosure 57 of 90

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Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREASONABLY AVOID DISPLAYING AND ENGAGED IN A PATTERN ORPRACTICE OF DISPLAYING QUOTATIONS THAT LOCKED OR CROSSED APROTECTED QUOTATION, IN THAT, IT ENTERED INTERMARKET SWEEPORDERS INTO THE NASDAQ OMX BX EQUITIES MARKET THAT LOCKED ORCROSSED A QUOTATION PREVIOUSLY DISSEMINATED PURSUANT TO ANEFFECTIVE NATIONAL MARKET SYSTEM PLAN AND FAILED TOSIMULTANEOUSLY ROUTE AN INTERMARKET SWEEP ORDER TO EXECUTEAGAINST THE FULL DISPLAYED SIZE OF THE LOCKED OR CROSSEDPROTECTED QUOTE, IN VIOLATION OF BX RULES 4613(E) AND 4755(B).


Resolution:




No




















Resolution:





Disclosure 58 of 90

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Allegations: FINRA RULES 2010, 2360(B)(3), 2360(B)(3)(A)(VII)(B)(4)(B), 2360(B)(5), NASDRULE 3010 - LARGE OPTIONS POSITION REPORTING (LOPR) DATA IS USEDEXTENSIVELY BY SELF- REGULATORY ORGANIZATIONS (SROS) TOIDENTIFY HOLDERS OF LARGE OPTIONS POSITIONS WHO MAY BEATTEMPTING TO MANIPULATE THE MARKET OR OTHERWISE VIOLATESECURITIES RULES AND REGULATIONS. THE ACCURACY OF LOPR DATA ISESSENTIAL FOR THE ANALYSIS OF POTENTIAL VIOLATIONS RELATED TOINSIDER TRADING, POSITION LIMITS, EXERCISE LIMITS, FRONT-RUNNING,CAPPING AND PEGGING, MINI-MANIPULATION, AND MARKING-THE-CLOSE.THE FIRM INCORRECTLY REPORTED 486,831 LARGE CONVENTIONAL NON-INDEX OPTION POSITIONS TO THE LOPR SYSTEM AS INDEX OPTIONS.THEFIRM EXCEEDED THE APPLICABLE POSITION LIMIT IN FOUR OPTIONS FORA COMBINED TOTAL OF 86 BUSINESS DAYS. ONE DAY, THE FIRMEXCEEDED THE APPLICABLE POSITION LIMIT IN ONE OPTION. THE FIRMFAILED TO REPORT ITS OPTIONS CONTRACT EQUIVALENT OF THE NETDELTA (OCEND) POSITION TO THE OPTIONS CLEARING CORPORATION(OCC) IN ONE SYMBOL FOR 23 BUSINESS DAYS. THE FIRM FAILED TOREPORT OR SUBMITTED INACCURATE REPORTS TO THE LOPR SYSTEM INAN ESTIMATED 233,760 INSTANCES ALTHOUGH THE FIRM DID SELF-REPORT SOME VIOLATIONS. THE FIRM FAILED TO REPORT POSITIONS TOTHE LOPR SYSTEM IF THE CONTRA-PARTIES WERE NON-U.S. AFFILIATESOF U.S. BROKER DEALERS IN AN ESTIMATED 1.466 MILLION INSTANCES.THE FIRM INACCURATELY REPORTED POSITIONS TO THE LOPR SYSTEM IN1,148 INSTANCES. THE FIRM FAILED TO DECONSTRUCT AND REPORT TOTHE LOPR SYSTEM A STRUCTURED PRODUCT CONSISTING OF EIGHTUNDERLYING POSITIONS FOR EACH SIDE OF THE TRANSACTION IN ATOTAL OF 2,960 INSTANCES. THE FIRM FAILED TO IMPLEMENT ANDMAINTAIN AN ADEQUATE SYSTEM OF FOLLOW-UP AND REVIEW DESIGNEDTO REASONABLY ACHIEVE COMPLIANCE WITH LOPR REQUIREMENTS ANDITS ADHERENCE TO APPLICABLE POSITION LIMITS.







Initiated By: FINRA







FINRA RULES 2010, 2360(B)(3), 2360(B)(3)(A)(VII)(B)(4)(B), 2360(B)(5), NASDRULE 3010 - LARGE OPTIONS POSITION REPORTING (LOPR) DATA IS USEDEXTENSIVELY BY SELF- REGULATORY ORGANIZATIONS (SROS) TOIDENTIFY HOLDERS OF LARGE OPTIONS POSITIONS WHO MAY BEATTEMPTING TO MANIPULATE THE MARKET OR OTHERWISE VIOLATESECURITIES RULES AND REGULATIONS. THE ACCURACY OF LOPR DATA ISESSENTIAL FOR THE ANALYSIS OF POTENTIAL VIOLATIONS RELATED TOINSIDER TRADING, POSITION LIMITS, EXERCISE LIMITS, FRONT-RUNNING,CAPPING AND PEGGING, MINI-MANIPULATION, AND MARKING-THE-CLOSE.THE FIRM INCORRECTLY REPORTED 486,831 LARGE CONVENTIONAL NON-INDEX OPTION POSITIONS TO THE LOPR SYSTEM AS INDEX OPTIONS.THEFIRM EXCEEDED THE APPLICABLE POSITION LIMIT IN FOUR OPTIONS FORA COMBINED TOTAL OF 86 BUSINESS DAYS. ONE DAY, THE FIRMEXCEEDED THE APPLICABLE POSITION LIMIT IN ONE OPTION. THE FIRMFAILED TO REPORT ITS OPTIONS CONTRACT EQUIVALENT OF THE NETDELTA (OCEND) POSITION TO THE OPTIONS CLEARING CORPORATION(OCC) IN ONE SYMBOL FOR 23 BUSINESS DAYS. THE FIRM FAILED TOREPORT OR SUBMITTED INACCURATE REPORTS TO THE LOPR SYSTEM INAN ESTIMATED 233,760 INSTANCES ALTHOUGH THE FIRM DID SELF-REPORT SOME VIOLATIONS. THE FIRM FAILED TO REPORT POSITIONS TOTHE LOPR SYSTEM IF THE CONTRA-PARTIES WERE NON-U.S. AFFILIATESOF U.S. BROKER DEALERS IN AN ESTIMATED 1.466 MILLION INSTANCES.THE FIRM INACCURATELY REPORTED POSITIONS TO THE LOPR SYSTEM IN1,148 INSTANCES. THE FIRM FAILED TO DECONSTRUCT AND REPORT TOTHE LOPR SYSTEM A STRUCTURED PRODUCT CONSISTING OF EIGHTUNDERLYING POSITIONS FOR EACH SIDE OF THE TRANSACTION IN ATOTAL OF 2,960 INSTANCES. THE FIRM FAILED TO IMPLEMENT ANDMAINTAIN AN ADEQUATE SYSTEM OF FOLLOW-UP AND REVIEW DESIGNEDTO REASONABLY ACHIEVE COMPLIANCE WITH LOPR REQUIREMENTS ANDITS ADHERENCE TO APPLICABLE POSITION LIMITS.


Resolution:


No









Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $750,000. FINE PAID INFULL 02/12/2014.


No



Allegations: FINRA RULES 2010, 2360(B)(3), 2360(B)(3)(A)(VII)(B)(4)(B), 2360(B)(5) AND2010 AND NASD RULE 3010. DURING THE PERIOD OF JANUARY 1, 2010THROUGH APRIL 15, 2011, THE FIRM INCORRECTLY REPORTED 486,831LARGE CONVENTIONAL NON-INDEX OPTION POSITIONS TO THE LARGEOPTIONS POSITION REPORTING (LOPR) SYSTEM AS INDEX OPTIONS.DURING THE PERIOD OF FEBRUARY 3, 2010 THROUGH NOVEMBER 15,2010, THE FIRM EXCEEDED THE APPLICABLE POSITION LIMIT IN FIVEOPTIONS. BETWEEN OCTOBER 14, 2010 AND NOVEMBER 15, 2010, THEFIRM FAILED TO REPORT ITS OPTIONS CONTRACT EQUIVALENT OF THENET DELTA (OCEND) POSITION TO THE OPTIONS CLEARINGCORPORATION (OCC) IN ONE SYMBOL AND DURING (1) JANUARY 28, 2011AND MARCH 10, 2011, (2) APRIL 14, 2011, (3) MARCH 11, 2011 AND MARCH16, 2011, AND (4) JANUARY 13, 2010 AND AUGUST 9, 2012, THE FIRM FAILEDTO REPORT OR SUBMITTED INACCURATE REPORTS TO THE LOPR SYSTEMIN AN ESTIMATED 233,760 INSTANCES ALTHOUGH THE FIRM DID SELF-REPORT SOME VIOLATIONS. BETWEEN JANUARY 19, 2010 AND MAY 18,2012, THE FIRM FAILED TO REPORT POSITIONS TO THE LOPR SYSTEM IFTHE CONTRA-PARTIES WERE NON-U.S. AFFILIATES OF U.S. BROKERDEALERS IN AN ESTIMATED 1.466 MILLION INSTANCES. DURING (1) JUNE15, 2012, (2) AUGUST 31, 2012 THROUGH SEPTEMBER 20, 2012, (3)OCTOBER 4, 2012 THROUGH OCTOBER 8, 2012, (4) OCTOBER 23, 2012THROUGH DECEMBER 21, 2012, AND (5) DECEMBER 21, 2012 THROUGHMARCH 13, 2013,THE FIRM INACCURATELY REPORTED POSITIONS TO THELOPR SYSTEM IN 1,148 INSTANCES. BETWEEN MAY 23, 2012 ANDFEBRUARY 13, 2013, THE FIRM FAILED TO DECONSTRUCT AND REPORT TOTHE LOPR SYSTEM A STRUCTURED PRODUCT CONSISTING OF EIGHTUNDERLYING POSITIONS FOR EACH SIDE OF THE TRANSACTION IN ATOTAL OF 2,960 INSTANCES. DURING JANUARY 1, 2010 THROUGH MAY2012,THE FIRM FAILED TO IMPLEMENT AND MAINTAIN AN ADEQUATESYSTEM OF FOLLOW-UP AND REVIEW DESIGNED TO REASONABLYACHIEVE COMPLIANCE WITH LOPR REQUIREMENTS AND ITS ADHERENCETO APPLICABLE POSITION LIMITS.







Initiated By: FINRA







FINRA RULES 2010, 2360(B)(3), 2360(B)(3)(A)(VII)(B)(4)(B), 2360(B)(5) AND2010 AND NASD RULE 3010. DURING THE PERIOD OF JANUARY 1, 2010THROUGH APRIL 15, 2011, THE FIRM INCORRECTLY REPORTED 486,831LARGE CONVENTIONAL NON-INDEX OPTION POSITIONS TO THE LARGEOPTIONS POSITION REPORTING (LOPR) SYSTEM AS INDEX OPTIONS.DURING THE PERIOD OF FEBRUARY 3, 2010 THROUGH NOVEMBER 15,2010, THE FIRM EXCEEDED THE APPLICABLE POSITION LIMIT IN FIVEOPTIONS. BETWEEN OCTOBER 14, 2010 AND NOVEMBER 15, 2010, THEFIRM FAILED TO REPORT ITS OPTIONS CONTRACT EQUIVALENT OF THENET DELTA (OCEND) POSITION TO THE OPTIONS CLEARINGCORPORATION (OCC) IN ONE SYMBOL AND DURING (1) JANUARY 28, 2011AND MARCH 10, 2011, (2) APRIL 14, 2011, (3) MARCH 11, 2011 AND MARCH16, 2011, AND (4) JANUARY 13, 2010 AND AUGUST 9, 2012, THE FIRM FAILEDTO REPORT OR SUBMITTED INACCURATE REPORTS TO THE LOPR SYSTEMIN AN ESTIMATED 233,760 INSTANCES ALTHOUGH THE FIRM DID SELF-REPORT SOME VIOLATIONS. BETWEEN JANUARY 19, 2010 AND MAY 18,2012, THE FIRM FAILED TO REPORT POSITIONS TO THE LOPR SYSTEM IFTHE CONTRA-PARTIES WERE NON-U.S. AFFILIATES OF U.S. BROKERDEALERS IN AN ESTIMATED 1.466 MILLION INSTANCES. DURING (1) JUNE15, 2012, (2) AUGUST 31, 2012 THROUGH SEPTEMBER 20, 2012, (3)OCTOBER 4, 2012 THROUGH OCTOBER 8, 2012, (4) OCTOBER 23, 2012THROUGH DECEMBER 21, 2012, AND (5) DECEMBER 21, 2012 THROUGHMARCH 13, 2013,THE FIRM INACCURATELY REPORTED POSITIONS TO THELOPR SYSTEM IN 1,148 INSTANCES. BETWEEN MAY 23, 2012 ANDFEBRUARY 13, 2013, THE FIRM FAILED TO DECONSTRUCT AND REPORT TOTHE LOPR SYSTEM A STRUCTURED PRODUCT CONSISTING OF EIGHTUNDERLYING POSITIONS FOR EACH SIDE OF THE TRANSACTION IN ATOTAL OF 2,960 INSTANCES. DURING JANUARY 1, 2010 THROUGH MAY2012,THE FIRM FAILED TO IMPLEMENT AND MAINTAIN AN ADEQUATESYSTEM OF FOLLOW-UP AND REVIEW DESIGNED TO REASONABLYACHIEVE COMPLIANCE WITH LOPR REQUIREMENTS AND ITS ADHERENCETO APPLICABLE POSITION LIMITS.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $750,000.



Disclosure 59 of 90

i


Allegations: SECURITIES EXCHANGE ACT RULE 17A-4, FINRA RULES 2010, 4511, NASDRULES 2110, 3110 - BARCLAYS CAPITAL INC. FAILED TO PROPERLYPRESERVE CERTAIN BUSINESS-RELATED RECORDS IT MAINTAINEDPURSUANT TO EXCHANGE ACT RULE 17A-3 IN WRITE-ONE, READ-MANY(WORM)-COMPLIANT FORMAT. THE WORM COMPLIANCE ISSUESAFFECTED CERTAIN OF THE BOOKS AND RECORDS RELATED TO MANY OFTHE FIRM'S LINES OF BUSINESS AND RESPECTIVE SUB-GROUPS OFTHOSE LINES OF BUSINESS. THE FAILURE TO MAINTAIN DOCUMENTS INWORM-COMPLIANT FORMAT AFFECTED 43 REPOSITORIES. OF THE 43REPOSITORIES, AT LEAST 24 FAILED TO STORE RECORDS IN WORMFORMAT OR SEND RECORDS TO A WORM-COMPLIANT REPOSITORY.ALTHOUGH THE FIRM PERFORMED CONFORMANCE TESTING ANDVALIDATION IN CONNECTION WITH ITS RECORDS MANAGEMENTPROGRAM, THE TESTING FOCUSED ON THE FIRM'S ABILITY TO RETAINRECORDS FOR THE REGULATORY RETENTION PERIODS AND TORETRIEVE NECESSARY RECORDS WITHIN THE REQUIRED PERIOD OFTIME; BUT THE FIRM DID NOT FOCUS ON THE FORMAT IN WHICH THERECORDS WERE BEING STORED, INCLUDING WHETHER THEY WEREBEING STORED IN A WORM COMPLIANT FORMAT. THE FIRM HAD NOFORMAL POLICIES AND PROCEDURES PRIOR TO THE DISCOVERY OF THEWORM COMPLIANCE ISSUES THAT WERE DESIGNED TO VERIFY THAT THEELECTRONIC DOCUMENTS STORED IN NON-WORM-COMPLIANTREPOSITORIES HAD NOT BEEN LOST OR ALTERED. THE FIRM HAD NOALERTS, EXCEPTION REPORTS OR OTHER SIMILAR MECHANISMS TOINDICATE WHETHER THOSE REPOSITORIES CONTAINING RECORDSREQUIRED TO BE STORED IN A WORM-COMPLIANT FORMAT WERE SOSTORED. THE FIRM FAILED TO PROPERLY RETAIN BLOOMBERG EMAILSAND INSTANT MESSAGES (IMS). THE FIRM USED A CENTRAL REPOSITORYTO STORE ALL ELECTRONIC COMMUNICATIONS SENT OR RECEIVED INTHE U.S. CALLED THE BARCLAYS CAPITAL VAULT. THE FIRM USEDSOFTWARE PROVIDED BY A THIRD-PARTY VENDOR TO DOWNLOAD THEDATA FEED FROM THE BLOOMBERG FILE TRANSFER PROTOCOL SITE FORINGESTION INTO THE VAULT. THE FIRM RELIED ON THE VAULT FOR ALLBLOOMBERG MESSAGES REVIEW AND RETRIEVAL, INCLUDING FOR FIRMINTERNAL SEARCHES AS WELL AS FOR REGULATORY INQUIRIES ANDOTHER EXTERNAL INFORMATION REQUESTS. THE FIRM FAILED TOPROPERLY PRESERVE AND MAINTAIN CERTAIN ATTACHMENTS TOBLOOMBERG EMAILS. THE FIRM FAILED TO PROPERLY INGESTATTACHMENTS ASSOCIATED WITH MORE THAN ONE BLOOMBERG EMAIL. ASEARCH OF THE VAULT USING SPECIFIED SEARCH TERMS WOULD NOTIDENTIFY EMAILS FOR WHICH A SEARCH TERM WAS CONTAINED ONLY INITS ATTACHMENT IF THAT ATTACHMENT HAD NOT BEEN INGESTED INTOTHE VAULT ALONG WITH THAT EMAIL. THE FIRM HAS NOT BEEN ABLE TODETERMINE THE NUMBER OF BLOOMBERG EMAILS NOT PROPERLYASSOCIATED WITH AN ATTACHMENT. THE FIRM FAILED TO PROPERLYPRESERVE AND MAINTAIN CERTAIN BLOOMBERG IMS. WHEN THEINGESTION PROGRAM ENCOUNTERED AN ATTACHMENT TO A BLOOMBERGIM THAT HAD BEEN PROCESSED EARLIER THAT SAME DAY, THEINGESTION PROGRAM STOPPED INGESTING ALL REMAINING BLOOMBERGIMS INTO THE VAULT FOR THAT DAY SO THAT SEARCHES OF THE VAULTFOR BLOOMBERG IMS WOULD NOT PRODUCE THE UNPROCESSED IMS.APPROXIMATELY 3.3 MILLION BLOOMBERG IMS WERE NOT INGESTED INTOTHE VAULT AND WERE NOT PROPERLY PRESERVED OR MAINTAINED BYTHE FIRM. THE FIRM'S SYSTEMS AND WRITTEN PROCEDURES TO ENSURETHAT ELECTRONIC COMMUNICATIONS WERE PROPERLY RETAINED WERENOT DESIGNED TO IDENTIFY WHETHER THE INGESTION PROGRAM WASPROPERLY CONFIGURED. NO ALERTS WERE GENERATED INDICATING THEPROGRAM HAD MALFUNCTIONED. THE FIRM FAILED TO ENSURE ITSSYSTEMS AND WRITTEN PROCEDURES RELATED TO THE RETENTION OFELECTRONIC COMMUNICATIONS WERE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES RULES,REGULATIONS AND NASD RULES TO TIMELY DETERMINE THAT IT WAS NOTPROPERLY MAINTAINING CERTAIN BLOOMBERG EMAILS AND IMS. THEFIRM FAILED TO HAVE AN ADEQUATE SUPERVISORY SYSTEM OR WRITTENPROCEDURES TO TIMELY DETERMINE IT WAS NOT MAINTAININGREQUIRED DOCUMENTS IN A WORM-COMPLIANT FORMAT. [CONTINUED INCOMMENT]








SECURITIES EXCHANGE ACT RULE 17A-4, FINRA RULES 2010, 4511, NASDRULES 2110, 3110 - BARCLAYS CAPITAL INC. FAILED TO PROPERLYPRESERVE CERTAIN BUSINESS-RELATED RECORDS IT MAINTAINEDPURSUANT TO EXCHANGE ACT RULE 17A-3 IN WRITE-ONE, READ-MANY(WORM)-COMPLIANT FORMAT. THE WORM COMPLIANCE ISSUESAFFECTED CERTAIN OF THE BOOKS AND RECORDS RELATED TO MANY OFTHE FIRM'S LINES OF BUSINESS AND RESPECTIVE SUB-GROUPS OFTHOSE LINES OF BUSINESS. THE FAILURE TO MAINTAIN DOCUMENTS INWORM-COMPLIANT FORMAT AFFECTED 43 REPOSITORIES. OF THE 43REPOSITORIES, AT LEAST 24 FAILED TO STORE RECORDS IN WORMFORMAT OR SEND RECORDS TO A WORM-COMPLIANT REPOSITORY.ALTHOUGH THE FIRM PERFORMED CONFORMANCE TESTING ANDVALIDATION IN CONNECTION WITH ITS RECORDS MANAGEMENTPROGRAM, THE TESTING FOCUSED ON THE FIRM'S ABILITY TO RETAINRECORDS FOR THE REGULATORY RETENTION PERIODS AND TORETRIEVE NECESSARY RECORDS WITHIN THE REQUIRED PERIOD OFTIME; BUT THE FIRM DID NOT FOCUS ON THE FORMAT IN WHICH THERECORDS WERE BEING STORED, INCLUDING WHETHER THEY WEREBEING STORED IN A WORM COMPLIANT FORMAT. THE FIRM HAD NOFORMAL POLICIES AND PROCEDURES PRIOR TO THE DISCOVERY OF THEWORM COMPLIANCE ISSUES THAT WERE DESIGNED TO VERIFY THAT THEELECTRONIC DOCUMENTS STORED IN NON-WORM-COMPLIANTREPOSITORIES HAD NOT BEEN LOST OR ALTERED. THE FIRM HAD NOALERTS, EXCEPTION REPORTS OR OTHER SIMILAR MECHANISMS TOINDICATE WHETHER THOSE REPOSITORIES CONTAINING RECORDSREQUIRED TO BE STORED IN A WORM-COMPLIANT FORMAT WERE SOSTORED. THE FIRM FAILED TO PROPERLY RETAIN BLOOMBERG EMAILSAND INSTANT MESSAGES (IMS). THE FIRM USED A CENTRAL REPOSITORYTO STORE ALL ELECTRONIC COMMUNICATIONS SENT OR RECEIVED INTHE U.S. CALLED THE BARCLAYS CAPITAL VAULT. THE FIRM USEDSOFTWARE PROVIDED BY A THIRD-PARTY VENDOR TO DOWNLOAD THEDATA FEED FROM THE BLOOMBERG FILE TRANSFER PROTOCOL SITE FORINGESTION INTO THE VAULT. THE FIRM RELIED ON THE VAULT FOR ALLBLOOMBERG MESSAGES REVIEW AND RETRIEVAL, INCLUDING FOR FIRMINTERNAL SEARCHES AS WELL AS FOR REGULATORY INQUIRIES ANDOTHER EXTERNAL INFORMATION REQUESTS. THE FIRM FAILED TOPROPERLY PRESERVE AND MAINTAIN CERTAIN ATTACHMENTS TOBLOOMBERG EMAILS. THE FIRM FAILED TO PROPERLY INGESTATTACHMENTS ASSOCIATED WITH MORE THAN ONE BLOOMBERG EMAIL. ASEARCH OF THE VAULT USING SPECIFIED SEARCH TERMS WOULD NOTIDENTIFY EMAILS FOR WHICH A SEARCH TERM WAS CONTAINED ONLY INITS ATTACHMENT IF THAT ATTACHMENT HAD NOT BEEN INGESTED INTOTHE VAULT ALONG WITH THAT EMAIL. THE FIRM HAS NOT BEEN ABLE TODETERMINE THE NUMBER OF BLOOMBERG EMAILS NOT PROPERLYASSOCIATED WITH AN ATTACHMENT. THE FIRM FAILED TO PROPERLYPRESERVE AND MAINTAIN CERTAIN BLOOMBERG IMS. WHEN THEINGESTION PROGRAM ENCOUNTERED AN ATTACHMENT TO A BLOOMBERGIM THAT HAD BEEN PROCESSED EARLIER THAT SAME DAY, THEINGESTION PROGRAM STOPPED INGESTING ALL REMAINING BLOOMBERGIMS INTO THE VAULT FOR THAT DAY SO THAT SEARCHES OF THE VAULTFOR BLOOMBERG IMS WOULD NOT PRODUCE THE UNPROCESSED IMS.APPROXIMATELY 3.3 MILLION BLOOMBERG IMS WERE NOT INGESTED INTOTHE VAULT AND WERE NOT PROPERLY PRESERVED OR MAINTAINED BYTHE FIRM. THE FIRM'S SYSTEMS AND WRITTEN PROCEDURES TO ENSURETHAT ELECTRONIC COMMUNICATIONS WERE PROPERLY RETAINED WERENOT DESIGNED TO IDENTIFY WHETHER THE INGESTION PROGRAM WASPROPERLY CONFIGURED. NO ALERTS WERE GENERATED INDICATING THEPROGRAM HAD MALFUNCTIONED. THE FIRM FAILED TO ENSURE ITSSYSTEMS AND WRITTEN PROCEDURES RELATED TO THE RETENTION OFELECTRONIC COMMUNICATIONS WERE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES RULES,REGULATIONS AND NASD RULES TO TIMELY DETERMINE THAT IT WAS NOTPROPERLY MAINTAINING CERTAIN BLOOMBERG EMAILS AND IMS. THEFIRM FAILED TO HAVE AN ADEQUATE SUPERVISORY SYSTEM OR WRITTENPROCEDURES TO TIMELY DETERMINE IT WAS NOT MAINTAININGREQUIRED DOCUMENTS IN A WORM-COMPLIANT FORMAT. [CONTINUED INCOMMENT]






Initiated By: FINRA







SECURITIES EXCHANGE ACT RULE 17A-4, FINRA RULES 2010, 4511, NASDRULES 2110, 3110 - BARCLAYS CAPITAL INC. FAILED TO PROPERLYPRESERVE CERTAIN BUSINESS-RELATED RECORDS IT MAINTAINEDPURSUANT TO EXCHANGE ACT RULE 17A-3 IN WRITE-ONE, READ-MANY(WORM)-COMPLIANT FORMAT. THE WORM COMPLIANCE ISSUESAFFECTED CERTAIN OF THE BOOKS AND RECORDS RELATED TO MANY OFTHE FIRM'S LINES OF BUSINESS AND RESPECTIVE SUB-GROUPS OFTHOSE LINES OF BUSINESS. THE FAILURE TO MAINTAIN DOCUMENTS INWORM-COMPLIANT FORMAT AFFECTED 43 REPOSITORIES. OF THE 43REPOSITORIES, AT LEAST 24 FAILED TO STORE RECORDS IN WORMFORMAT OR SEND RECORDS TO A WORM-COMPLIANT REPOSITORY.ALTHOUGH THE FIRM PERFORMED CONFORMANCE TESTING ANDVALIDATION IN CONNECTION WITH ITS RECORDS MANAGEMENTPROGRAM, THE TESTING FOCUSED ON THE FIRM'S ABILITY TO RETAINRECORDS FOR THE REGULATORY RETENTION PERIODS AND TORETRIEVE NECESSARY RECORDS WITHIN THE REQUIRED PERIOD OFTIME; BUT THE FIRM DID NOT FOCUS ON THE FORMAT IN WHICH THERECORDS WERE BEING STORED, INCLUDING WHETHER THEY WEREBEING STORED IN A WORM COMPLIANT FORMAT. THE FIRM HAD NOFORMAL POLICIES AND PROCEDURES PRIOR TO THE DISCOVERY OF THEWORM COMPLIANCE ISSUES THAT WERE DESIGNED TO VERIFY THAT THEELECTRONIC DOCUMENTS STORED IN NON-WORM-COMPLIANTREPOSITORIES HAD NOT BEEN LOST OR ALTERED. THE FIRM HAD NOALERTS, EXCEPTION REPORTS OR OTHER SIMILAR MECHANISMS TOINDICATE WHETHER THOSE REPOSITORIES CONTAINING RECORDSREQUIRED TO BE STORED IN A WORM-COMPLIANT FORMAT WERE SOSTORED. THE FIRM FAILED TO PROPERLY RETAIN BLOOMBERG EMAILSAND INSTANT MESSAGES (IMS). THE FIRM USED A CENTRAL REPOSITORYTO STORE ALL ELECTRONIC COMMUNICATIONS SENT OR RECEIVED INTHE U.S. CALLED THE BARCLAYS CAPITAL VAULT. THE FIRM USEDSOFTWARE PROVIDED BY A THIRD-PARTY VENDOR TO DOWNLOAD THEDATA FEED FROM THE BLOOMBERG FILE TRANSFER PROTOCOL SITE FORINGESTION INTO THE VAULT. THE FIRM RELIED ON THE VAULT FOR ALLBLOOMBERG MESSAGES REVIEW AND RETRIEVAL, INCLUDING FOR FIRMINTERNAL SEARCHES AS WELL AS FOR REGULATORY INQUIRIES ANDOTHER EXTERNAL INFORMATION REQUESTS. THE FIRM FAILED TOPROPERLY PRESERVE AND MAINTAIN CERTAIN ATTACHMENTS TOBLOOMBERG EMAILS. THE FIRM FAILED TO PROPERLY INGESTATTACHMENTS ASSOCIATED WITH MORE THAN ONE BLOOMBERG EMAIL. ASEARCH OF THE VAULT USING SPECIFIED SEARCH TERMS WOULD NOTIDENTIFY EMAILS FOR WHICH A SEARCH TERM WAS CONTAINED ONLY INITS ATTACHMENT IF THAT ATTACHMENT HAD NOT BEEN INGESTED INTOTHE VAULT ALONG WITH THAT EMAIL. THE FIRM HAS NOT BEEN ABLE TODETERMINE THE NUMBER OF BLOOMBERG EMAILS NOT PROPERLYASSOCIATED WITH AN ATTACHMENT. THE FIRM FAILED TO PROPERLYPRESERVE AND MAINTAIN CERTAIN BLOOMBERG IMS. WHEN THEINGESTION PROGRAM ENCOUNTERED AN ATTACHMENT TO A BLOOMBERGIM THAT HAD BEEN PROCESSED EARLIER THAT SAME DAY, THEINGESTION PROGRAM STOPPED INGESTING ALL REMAINING BLOOMBERGIMS INTO THE VAULT FOR THAT DAY SO THAT SEARCHES OF THE VAULTFOR BLOOMBERG IMS WOULD NOT PRODUCE THE UNPROCESSED IMS.APPROXIMATELY 3.3 MILLION BLOOMBERG IMS WERE NOT INGESTED INTOTHE VAULT AND WERE NOT PROPERLY PRESERVED OR MAINTAINED BYTHE FIRM. THE FIRM'S SYSTEMS AND WRITTEN PROCEDURES TO ENSURETHAT ELECTRONIC COMMUNICATIONS WERE PROPERLY RETAINED WERENOT DESIGNED TO IDENTIFY WHETHER THE INGESTION PROGRAM WASPROPERLY CONFIGURED. NO ALERTS WERE GENERATED INDICATING THEPROGRAM HAD MALFUNCTIONED. THE FIRM FAILED TO ENSURE ITSSYSTEMS AND WRITTEN PROCEDURES RELATED TO THE RETENTION OFELECTRONIC COMMUNICATIONS WERE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES RULES,REGULATIONS AND NASD RULES TO TIMELY DETERMINE THAT IT WAS NOTPROPERLY MAINTAINING CERTAIN BLOOMBERG EMAILS AND IMS. THEFIRM FAILED TO HAVE AN ADEQUATE SUPERVISORY SYSTEM OR WRITTENPROCEDURES TO TIMELY DETERMINE IT WAS NOT MAINTAININGREQUIRED DOCUMENTS IN A WORM-COMPLIANT FORMAT. [CONTINUED INCOMMENT]


Resolution:


Sanction Details: IN DETERMINING THE APPROPRIATE SANCTION, FINRA CONSIDERED THATTHE FIRM SELF-REPORTED THE ISSUES DESCRIBED AND UNDERTOOK ANINTERNAL REVIEW, WHICH INCLUDED RETAINING AN INDEPENDENTCONSULTANT TO REVIEW ITS SUPERVISORY POLICIES, PROCEDURES ANDSYSTEMS RELATED TO THESE ISSUES. WITHOUT ADMITTING OR DENYINGTHE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONSAND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSUREDAND FINED $3,750,000. FINE PAID IN FULL ON JANUARY 9, 2014.


No








www.finra.org/brokercheck User GuidanceIN DETERMINING THE APPROPRIATE SANCTION, FINRA CONSIDERED THATTHE FIRM SELF-REPORTED THE ISSUES DESCRIBED AND UNDERTOOK ANINTERNAL REVIEW, WHICH INCLUDED RETAINING AN INDEPENDENTCONSULTANT TO REVIEW ITS SUPERVISORY POLICIES, PROCEDURES ANDSYSTEMS RELATED TO THESE ISSUES. WITHOUT ADMITTING OR DENYINGTHE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONSAND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSUREDAND FINED $3,750,000. FINE PAID IN FULL ON JANUARY 9, 2014.

Regulator Statement ALLEGATIONS CONTINUED: THE FIRM DID NOT HAVE ANY AUDITING ORTESTING DESIGNED TO VERIFY IT WAS COMPLYING WITH THE WORMREQUIREMENTS AND DID NOT HAVE COMPREHENSIVE WRITTEN POLICIESAND PROCEDURES TO VERIFY THAT THE ELECTRONIC DOCUMENTSSTORED IN NON-WORM-COMPLIANT REPOSITORIES HAD NOT BEEN LOSTOR ALTERED.


Initiated By: FINRA







Allegations: FROM 2002 THROUGH APRIL 2012, THE FIRM FAILED TO PRESERVECERTAIN RECORDS IN WRITE-ONCE, READ-MANY ("WORM") FORMAT.FROM MAY 7, 2007 THROUGH MAY 19, 2010, THE FIRM FAILED TOPROPERLY RETAIN CERTAIN ATTACHMENTS TO EMAILS COMMUNICATEDTHROUGH BLOOMBERG. FROM OCTOBER 28, 2008 THROUGH MAY 19,2010, THE FIRM FAILED TO PROPERLY RETAIN APPROXIMATELY 3.3MILLION IMS COMMUNICATED THROUGH BLOOMBERG. AS TO BOTH THEWORM RELATED ISSUES AND BLOOMBERG ELECTRONIC COMMUNICATIONRELATED ISSUES, BARCLAYS FAILED TO ESTABLISH AND MAINTAIN ANADEQUATE SYSTEM AND WRITTEN PROCEDURES REASONABLYDESIGNED TO: (I) ACHIEVE COMPLIANCE WITH THEREQUIREMENTS OF EXCHANGE ACT RULE 17A-4, NASD RULE 3110 ANDFINRA RULE 4511; AND (II) TIMELY DETECT AND REMEDY DEFICIENCIESRELATED TO THOSE REQUIREMENTS. THESE RESULTED IN VIOLATIONSOF SECTION 17(A) OF THE EXCHANGE ACT, RULE 17A-4, NASD RULES 3110,2110 AND 3010 AND FINRA RULES 4511 AND 2010.











Sanction Details: THE FIRM SIGNED A LETTER OF ACCEPTANCE, WAIVER AND CONSENTWITH FINRA, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS,AGREEING TO A FINE OF $3.75 MILLION. THE FINE WAS PAID IN FULL BYTHE FIRM ON JANUARY 9, 2014.


Disclosure 60 of 90

i


Initiated By: FINRA


Other


N/A





Allegations: MSRB RULES G-32(B)(I)(A), G-32(B)(I)(B)(1) AND G-32(B)(II)

WHEN THE FIRM WAS ACTING AS AN UNDERWRITER, IT FAILED TO TIMELYFILE THE OFFICIAL STATEMENTS RELATING TO OFFERINGS AND THEOFFICIAL STATEMENT AMENDMENT RELATED TO AN OFFERING. ALL BUTONE OF THE UNTIMELY FILINGS WERE MADE WITHIN 35 DAYS OF THEDEADLINE.

THE FIRM INACCURATELY FILED WITH MSRB'S ELECTRONIC MUNICIPALMARKET ACCESS SYSTEM THE OFFICIAL STATEMENTS RELATING TOOFFERINGS AND EXEMPT LIMITED OFFERINGS.

THE FIRM FAILED TO TIMELY FILE ADVANCE REFUND DOCUMENT AND THEUNTIMELY FILINGS WERE BETWEEN ONE AND 136 DAYS LATE.












Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS,THEREFORE IT IS CENSURED AND FINED $10,000. FINE PAID IN FULL ON02/26/14.


No



Initiated By: FINRA


Other


N/A





Allegations: MSRB RULES G-32(B)(I)(A), G-32(B)(I)(B)(1) AND G-32(B)(II) WHEN THE FIRMWAS ACTING AS AN UNDERWRITER, IT FAILED TO TIMELY FILE THEOFFICIAL STATEMENTS RELATING TO OFFERINGS AND THE OFFICIALSTATEMENT AMENDMENT RELATED TO AN OFFERING. ALL BUT ONE OFTHE UNTIMELY FILINGS WERE MADE WITHIN 35 DAYS OF THE DEADLINE.THE FIRM INACCURATELY FILED WITH MSRB'S ELECTRONIC MUNICIPALMARKET ACCESS SYSTEM THE OFFICIAL STATEMENTS RELATING TOOFFERINGS AND EXEMPT LIMITED OFFERINGS. THE FIRM FAILED TOTIMELY FILE ADVANCE REFUND DOCUMENT AND THE UNTIMELY FILINGSWERE BETWEEN ONE AND 136 DAYS LATE.


Resolution: Acceptance, Waiver & Consent(AWC)182©2020 FINRA. All rights reserved. Report about BARCLAYS CAPITAL INC.







Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS,THEREFORE IT IS CENSURED AND FINED $10,000.



Disclosure 61 of 90

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Allegations: NYSE RULE 342 - BARCLAYS CAPITAL, INC. PARTICIPATED IN THE NEWYORK STOCK EXCHANGE (NYSE)'S SUPPLEMENTAL LIQUIDITY PROVIDER(SLP) PROGRAM BY PROVIDING LIQUIDITY IN ITS ASSIGNED SECURITIESBY ELECTRONICALLY ENTERING RESTING ORDERS INTO THE SYSTEMSAND FACILITIES OF THE NYSE FROM A TRADING DESK. THE TRADINGDESK EMPLOYED TWO STRATEGIES DEVOTED SOLELY TO SLP ACTIVITY,EACH UTILIZING TWO ALGORITHMS. THE OTHER PROPRIETARYALGORITHMS IN THE TRADING DESK TRADE SLP SECURITIES ASSIGNEDTO THE FIRM AS PART OF THE OVERALL TRADING STRATEGY THEYEMPLOY. THE ALGORITHMS DID NOT COORDINATE THEIR ORDERPLACEMENT DECISIONS (I.E. EACH ALGORITHM PLACED OR CANCELEDORDERS BASED ON ITS OWN BUSINESS LOGIC IRRESPECTIVE OF ANYOTHER ALGORITHM'S ORDER PLACEMENT OR CANCELLATION DECISION).THE TRADING LOGIC OF EACH ALGORITHM WAS UNAWARE OF ORDERSSENT BY OTHER ALGORITHMS. APPROXIMATELY 130,372 SLP ORDERS THEFIRM ENTERED THROUGH ITS SLP ALGORITHMS RESULTED INEXECUTIONS ON THE NYSE AGAINST OTHER ORDERS IT ENTERED BYOTHER OF ITS SLP ALGORITHMS WHICH ON A SHARE BASIS,REPRESENTED APPROXIMATELY 0.6% OF THE FIRM'S OVERALL SLPACTIVITY. THE FIRM DID NOT HAVE SPECIFIC CONTROLS TO PREVENTSELF-TRADES ACROSS ALGORITHMS IN THE TRADING DESK. THE FIRMUTILIZED A WASH SALE REPORT TO MONITOR STOCK AND OPTIONEXECUTIONS FOR POTENTIAL WASH TRANSACTIONS BUT THE FIRM DIDNOT HAVE A SYSTEM TO FOLLOW UP AND REVIEW EXCEPTIONS ITINITIALLY DETERMINED WERE UNINTENTIONAL. THE LACK OF SELF-TRADECONTROLS ACROSS ALGORITHMS AND THE FAILURE TO FOLLOW UP ANDREVIEW WASH SALES DETERMINED TO BE UNINTENTIONAL WERE NOTCAPABLE OF REASONABLY DETECTING AND/OR PREVENTING SLP TRADESACROSS SLP ALGORITHMS THAT RESULTED IN NO CHANGE OFBENEFICIAL OWNERSHIP. THE FIRM TOOK IMMEDIATE AND EFFECTIVEACTION TO CORRECT ITS SUPERVISORY FAILURES WHEN NOTIFIED BYFINRA. TWO DAYS AFTER BEING NOTIFIED, THE FIRM SUSPENDED ALL OFITS SLP ACTIVITY AND UNILATERALLY UNDERTOOK TO REPROGRAM ITSSYSTEMS TO PREVENT WASH TRADES FROM OCCURRING BETWEENSEPARATE ALGORITHMS AND INSTITUTED A SYSTEM OF EXCEPTIONREPORTS, FOLLOW UP AND REVIEW TO ENSURE THAT SYSTEMICCHANGES WERE EFFECTIVE. AFTER TESTING THE NEW SELF-MATCHCONTROLS, THE FIRM RE-ENABLED ITS SLP ALGORITHMIC STRATEGIESAND HAS NOT HAD A VIOLATIVE SLP WASH SALE SINCE.














NYSE RULE 342 - BARCLAYS CAPITAL, INC. PARTICIPATED IN THE NEWYORK STOCK EXCHANGE (NYSE)'S SUPPLEMENTAL LIQUIDITY PROVIDER(SLP) PROGRAM BY PROVIDING LIQUIDITY IN ITS ASSIGNED SECURITIESBY ELECTRONICALLY ENTERING RESTING ORDERS INTO THE SYSTEMSAND FACILITIES OF THE NYSE FROM A TRADING DESK. THE TRADINGDESK EMPLOYED TWO STRATEGIES DEVOTED SOLELY TO SLP ACTIVITY,EACH UTILIZING TWO ALGORITHMS. THE OTHER PROPRIETARYALGORITHMS IN THE TRADING DESK TRADE SLP SECURITIES ASSIGNEDTO THE FIRM AS PART OF THE OVERALL TRADING STRATEGY THEYEMPLOY. THE ALGORITHMS DID NOT COORDINATE THEIR ORDERPLACEMENT DECISIONS (I.E. EACH ALGORITHM PLACED OR CANCELEDORDERS BASED ON ITS OWN BUSINESS LOGIC IRRESPECTIVE OF ANYOTHER ALGORITHM'S ORDER PLACEMENT OR CANCELLATION DECISION).THE TRADING LOGIC OF EACH ALGORITHM WAS UNAWARE OF ORDERSSENT BY OTHER ALGORITHMS. APPROXIMATELY 130,372 SLP ORDERS THEFIRM ENTERED THROUGH ITS SLP ALGORITHMS RESULTED INEXECUTIONS ON THE NYSE AGAINST OTHER ORDERS IT ENTERED BYOTHER OF ITS SLP ALGORITHMS WHICH ON A SHARE BASIS,REPRESENTED APPROXIMATELY 0.6% OF THE FIRM'S OVERALL SLPACTIVITY. THE FIRM DID NOT HAVE SPECIFIC CONTROLS TO PREVENTSELF-TRADES ACROSS ALGORITHMS IN THE TRADING DESK. THE FIRMUTILIZED A WASH SALE REPORT TO MONITOR STOCK AND OPTIONEXECUTIONS FOR POTENTIAL WASH TRANSACTIONS BUT THE FIRM DIDNOT HAVE A SYSTEM TO FOLLOW UP AND REVIEW EXCEPTIONS ITINITIALLY DETERMINED WERE UNINTENTIONAL. THE LACK OF SELF-TRADECONTROLS ACROSS ALGORITHMS AND THE FAILURE TO FOLLOW UP ANDREVIEW WASH SALES DETERMINED TO BE UNINTENTIONAL WERE NOTCAPABLE OF REASONABLY DETECTING AND/OR PREVENTING SLP TRADESACROSS SLP ALGORITHMS THAT RESULTED IN NO CHANGE OFBENEFICIAL OWNERSHIP. THE FIRM TOOK IMMEDIATE AND EFFECTIVEACTION TO CORRECT ITS SUPERVISORY FAILURES WHEN NOTIFIED BYFINRA. TWO DAYS AFTER BEING NOTIFIED, THE FIRM SUSPENDED ALL OFITS SLP ACTIVITY AND UNILATERALLY UNDERTOOK TO REPROGRAM ITSSYSTEMS TO PREVENT WASH TRADES FROM OCCURRING BETWEENSEPARATE ALGORITHMS AND INSTITUTED A SYSTEM OF EXCEPTIONREPORTS, FOLLOW UP AND REVIEW TO ENSURE THAT SYSTEMICCHANGES WERE EFFECTIVE. AFTER TESTING THE NEW SELF-MATCHCONTROLS, THE FIRM RE-ENABLED ITS SLP ALGORITHMIC STRATEGIESAND HAS NOT HAD A VIOLATIVE SLP WASH SALE SINCE.


Resolution:




No




Allegations: NYSE RULE 342 - BARCLAYS CAPITAL, INC. PARTICIPATED IN THE NEWYORK STOCK EXCHANGE (NYSE)'S SUPPLEMENTAL LIQUIDITY PROVIDER(SLP) PROGRAM BY PROVIDING LIQUIDITY IN ITS ASSIGNED SECURITIESBY ELECTRONICALLY ENTERING RESTING ORDERS INTO THE SYSTEMSAND FACILITIES OF THE NYSE FROM A TRADING DESK. THE TRADINGDESK EMPLOYED TWO STRATEGIES DEVOTED SOLELY TO SLP ACTIVITY,EACH UTILIZING TWO ALGORITHMS. THE TRADING LOGIC OF EACHALGORITHM WAS UNAWARE OF ORDERS SENT BY OTHER ALGORITHMS.THE FIRM DID NOT HAVE SPECIFIC CONTROLS TO PREVENT SELFTRADESACROSS ALGORITHMS IN THE TRADING DESK. THE FIRM UTILIZED A WASHSALE REPORT TO MONITOR STOCK AND OPTION EXECUTIONS FORPOTENTIAL WASH TRANSACTIONS BUT THE FIRM DID NOT HAVE A SYSTEMTO FOLLOW UP AND REVIEW EXCEPTIONS IT INITIALLY DETERMINEDWERE UNINTENTIONAL. THE LACK OF SELF-TRADE CONTROLS ACROSSALGORITHMS AND THE FAILURE TO FOLLOW UP AND REVIEW WASHSALES DETERMINED TO BE UNINTENTIONAL WERE NOT CAPABLE OFREASONABLY DETECTING AND/OR PREVENTING SLP TRADES ACROSS SLPALGORITHMS THAT RESULTED IN NO CHANGE OF BENEFICIALOWNERSHIP.














Allegations: NYSE RULE 342 - BARCLAYS CAPITAL, INC. PARTICIPATED IN THE NEWYORK STOCK EXCHANGE (NYSE)'S SUPPLEMENTAL LIQUIDITY PROVIDER(SLP) PROGRAM BY PROVIDING LIQUIDITY IN ITS ASSIGNED SECURITIESBY ELECTRONICALLY ENTERING RESTING ORDERS INTO THE SYSTEMSAND FACILITIES OF THE NYSE FROM A TRADING DESK. THE TRADINGDESK EMPLOYED TWO STRATEGIES DEVOTED SOLELY TO SLP ACTIVITY,EACH UTILIZING TWO ALGORITHMS. THE TRADING LOGIC OF EACHALGORITHM WAS UNAWARE OF ORDERS SENT BY OTHER ALGORITHMS.THE FIRM DID NOT HAVE SPECIFIC CONTROLS TO PREVENT SELFTRADESACROSS ALGORITHMS IN THE TRADING DESK. THE FIRM UTILIZED A WASHSALE REPORT TO MONITOR STOCK AND OPTION EXECUTIONS FORPOTENTIAL WASH TRANSACTIONS BUT THE FIRM DID NOT HAVE A SYSTEMTO FOLLOW UP AND REVIEW EXCEPTIONS IT INITIALLY DETERMINEDWERE UNINTENTIONAL. THE LACK OF SELF-TRADE CONTROLS ACROSSALGORITHMS AND THE FAILURE TO FOLLOW UP AND REVIEW WASHSALES DETERMINED TO BE UNINTENTIONAL WERE NOT CAPABLE OFREASONABLY DETECTING AND/OR PREVENTING SLP TRADES ACROSS SLPALGORITHMS THAT RESULTED IN NO CHANGE OF BENEFICIALOWNERSHIP.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $27,500. THE FIRM TOOKIMMEDIATE AND EFFECTIVE ACTION TO CORRECT ITS SUPERVISORYFAILURES WHEN NOTIFIED BY FINRA. TWO DAYS AFTER BEING NOTIFIED,THE FIRM SUSPENDED ALL OF ITS SLP ACTIVITY AND UNILATERALLYUNDERTOOK TO REPROGRAM ITS SYSTEMS TO PREVENT WASH TRADESFROM OCCURRING BETWEEN SEPARATE ALGORITHMS AND INSTITUTED ASYSTEM OF EXCEPTION REPORTS, FOLLOW UP AND REVIEW TO ENSURETHAT SYSTEMIC CHANGES WERE EFFECTIVE. AFTER TESTING THE NEWSELFMATCH CONTROLS, THE FIRM RE-ENABLED ITS SLP ALGORITHMICSTRATEGIES AND HAS NOT HAD A VIOLATIVE SLP WASH SALE SINCE.







www.finra.org/brokercheck User GuidanceWITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $27,500. THE FIRM TOOKIMMEDIATE AND EFFECTIVE ACTION TO CORRECT ITS SUPERVISORYFAILURES WHEN NOTIFIED BY FINRA. TWO DAYS AFTER BEING NOTIFIED,THE FIRM SUSPENDED ALL OF ITS SLP ACTIVITY AND UNILATERALLYUNDERTOOK TO REPROGRAM ITS SYSTEMS TO PREVENT WASH TRADESFROM OCCURRING BETWEEN SEPARATE ALGORITHMS AND INSTITUTED ASYSTEM OF EXCEPTION REPORTS, FOLLOW UP AND REVIEW TO ENSURETHAT SYSTEMIC CHANGES WERE EFFECTIVE. AFTER TESTING THE NEWSELFMATCH CONTROLS, THE FIRM RE-ENABLED ITS SLP ALGORITHMICSTRATEGIES AND HAS NOT HAD A VIOLATIVE SLP WASH SALE SINCE.

Disclosure 62 of 90

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Initiated By: FINRA





Other Product Type(s): TRACE-ELIGIBLE SECURITIES

Allegations: SEC RULES 17A-3, 17A-4, FINRA RULES 2010, 4511, 6730(A), 6730(B)(1),6730(C)(6), 6730(C)(8), 6760(C), NASD RULE 3110 - BARCLAYS CAPITAL INC.FAILED TO REPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE(TRACE) THE CORRECT CONTRA-PARTY IDENTIFIER FOR TRANSACTIONSAND S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES. THE FIRM FAILEDTO REPORT TO TRACE TRANSACTIONS, P1 TRANSACTIONS AND S1TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES IT WAS REQUIRED TOREPORT. THE FIRM FAILED TO REPORT TO TRACE THE CORRECTEXECUTION TIME FOR P1 TRANSACTIONS IN TRACE-ELIGIBLESECURITIES. THE FIRM FAILED TO SHOW THE CORRECT EXECUTION TIMEON BROKERAGE ORDER MEMORANDUM. THE FIRM FAILED TO PRESERVEFOR A PERIOD OF NOT LESS THAN THREE YEARS, THE FIRST TWO IN ANACCESSIBLE PLACE, SOME BROKERAGE ORDER MEMORANDUM. THEFIRM FAILED TO REPORT TO TRACE S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES WITHIN 15 MINUTES OF THE EXECUTION TIME. THISCONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OF FINRARULE 6730(A) AND A PATTERN OR PRACTICE OF LATE REPORTINGWITHOUT EXCEPTIONAL CIRCUMSTANCES IN VIOLATION OF FINRA RULE2010. THE FIRM SERVED AS MANAGING UNDERWRITER, OTHER THAN ASECONDARY OFFERING, AND FAILED TO REPORT SUCH DISTRIBUTION OROFFERING TO FINRA MARKET OPERATIONS WITHIN THE TIME FRAME SETFORTH BY FINRA RULE 6760(C).










Resolution:




No




Allegations: SEC RULES 17A-3, 17A-4, FINRA RULES 2010, 4511, 6730(A), 6730(B)(1),6730(C)(6), 6730(C)(8), 6760 (C), NASD RULE 3110 - BARCLAYS CAPITAL INC.FAILED TO REPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE(TRACE) THE CORRECT CONTRA-PARTY IDENTIFIER FOR TRANSACTIONSAND S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES. THE FIRM FAILEDTO REPORT TO TRACE TRANSACTIONS, P1 TRANSACTIONS AND S1TRANSACTIONS IN TRACEELIGIBLE SECURITIES IT WAS REQUIRED TOREPORT. THE FIRM FAILED TO REPORT TO TRACE THE CORRECTEXECUTION TIME FOR P1 TRANSACTIONS IN TRACE-ELIGIBLESECURITIES. THE FIRM FAILED TO SHOW THE CORRECT EXECUTION TIMEON BROKERAGE ORDER MEMORANDUM. THE FIRM FAILED TO PRESERVEFOR A PERIOD OF NOT LESS THAN THREE YEARS, THE FIRST TWO IN ANACCESSIBLE PLACE, SOME BROKERAGE ORDER MEMORANDUM. THEFIRM FAILED TO REPORT TO TRACE S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES WITHIN 15 MINUTES OF THE EXECUTION TIME. THISCONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OFFINRA RULE 6730(A) AND A PATTERN OR PRACTICE OF LATE REPORTINGWITHOUT EXCEPTIONAL CIRCUMSTANCES IN VIOLATION OF FINRA RULE2010. THE FIRM SERVED AS MANAGING UNDERWRITER, OTHER THAN ASECONDARY OFFERING, AND FAILED TO REPORTSUCH DISTRIBUTION OR OFFERING TO FINRA MARKET OPERATIONSWITHIN THE TIME FRAME SET FORTH BY FINRA RULE 6760(C).







Initiated By: FINRA







SEC RULES 17A-3, 17A-4, FINRA RULES 2010, 4511, 6730(A), 6730(B)(1),6730(C)(6), 6730(C)(8), 6760 (C), NASD RULE 3110 - BARCLAYS CAPITAL INC.FAILED TO REPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE(TRACE) THE CORRECT CONTRA-PARTY IDENTIFIER FOR TRANSACTIONSAND S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES. THE FIRM FAILEDTO REPORT TO TRACE TRANSACTIONS, P1 TRANSACTIONS AND S1TRANSACTIONS IN TRACEELIGIBLE SECURITIES IT WAS REQUIRED TOREPORT. THE FIRM FAILED TO REPORT TO TRACE THE CORRECTEXECUTION TIME FOR P1 TRANSACTIONS IN TRACE-ELIGIBLESECURITIES. THE FIRM FAILED TO SHOW THE CORRECT EXECUTION TIMEON BROKERAGE ORDER MEMORANDUM. THE FIRM FAILED TO PRESERVEFOR A PERIOD OF NOT LESS THAN THREE YEARS, THE FIRST TWO IN ANACCESSIBLE PLACE, SOME BROKERAGE ORDER MEMORANDUM. THEFIRM FAILED TO REPORT TO TRACE S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES WITHIN 15 MINUTES OF THE EXECUTION TIME. THISCONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OFFINRA RULE 6730(A) AND A PATTERN OR PRACTICE OF LATE REPORTINGWITHOUT EXCEPTIONAL CIRCUMSTANCES IN VIOLATION OF FINRA RULE2010. THE FIRM SERVED AS MANAGING UNDERWRITER, OTHER THAN ASECONDARY OFFERING, AND FAILED TO REPORTSUCH DISTRIBUTION OR OFFERING TO FINRA MARKET OPERATIONSWITHIN THE TIME FRAME SET FORTH BY FINRA RULE 6760(C).


Resolution:





Disclosure 63 of 90

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Initiated By: NASDAQ OPTIONS MARKET, LLC




Allegations: NASDAQ OPTIONS MARKET, LLC RULES CHAPTER III, SECTION 10 -BARCLAYS CAPITAL INC. IN A NON-CONSECUTIVE FOUR WEEK SAMPLEFAILED TO ACCURATELY REPORT THE EFFECTIVE DATE OF OPTIONSTRANSACTIONS TO THE OPTIONS CLEARING CORPORATION'S LARGEOPTIONS POSITION REPORT (LOPR). THE VIOLATIONS WERE FROM ASAMPLE OF OPTIONS TRADES IDENTIFIED BY THE FIRM INVOLVINGEFFECTIVE DATE REPORTING ISSUES.













Resolution:




No




Initiated By: NASDAQ OPTIONS MARKET, LLC




Allegations: NASDAQ OPTIONS MARKET, LLC RULES CHAPTER III, SECTION 10 -BARCLAYS CAPITAL INC. IN ANON-CONSECUTIVE FOUR WEEK SAMPLE FAILED TO ACCURATELYREPORT THE EFFECTIVEDATE OF OPTIONS TRANSACTIONS TO THE OPTIONS CLEARINGCORPORATION'S LARGEOPTIONS POSITION REPORT (LOPR). THE VIOLATIONS WERE FROM ASAMPLE OF OPTIONSTRADES IDENTIFIED BY THE FIRM INVOLVING EFFECTIVE DATEREPORTING ISSUES.











Resolution:





Disclosure 64 of 90

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Allegations: MSRB RULES G-17, G-27: THE FIRM WAS A MEMBER OF A CERTAINMUNICIPAL SECURITIES ASSOCIATION. THE FIRM'S PRACTICE OFOBTAINING REIMBURSEMENT FOR THE VOLUNTARY PAYMENTS TO THEMUNICIPAL SECURITIES ASSOCIATION FROM THE PROCEEDS OFMUNICIPAL AND STATE BOND OFFERINGS WAS UNFAIR. THESEASSESSMENTS DID NOT BEAR A DIRECT RELATIONSHIP TO ANYACTIVITIES CONDUCTED WITH RESPECT TO EACH BOND OFFERING ANDTHE FIRM WAS NOT REQUIRED BY ANY STATUTE OR REGULATION TO BE AMEMBER OF THE MUNICIPAL SECURITIES ASSOCIATION IN ORDER TOUNDERWRITE BOND OFFERINGS. YET THE FIRM TREATED ITS MUNICIPALSECURITIES ASSOCIATION UNDERWRITING ASSESSMENTS AS ANEXPENSE OF EACH TRANSACTION, AND REQUESTED AND RECEIVEDREIMBURSEMENT OF THOSE PAYMENTS FROM THE PROCEEDS OF EACHBOND OFFERING. THE FIRM, ON BEHALF OF ITSELF AND THE OTHERMEMBERS OF THE UNDERWRITING SYNDICATE, LISTED THE VOLUNTARYMUNICIPAL SECURITIES ASSOCIATION UNDERWRITING ASSESSMENTS ASEXPENSES OF THE UNDERWRITING, WITH OTHER COSTS SUCH ASTRAVEL, PRINTING AND TELEPHONE COSTS. HOWEVER, UNLIKE THESECATEGORIES OF EXPENSE PAYMENTS, THE UNDERWRITINGASSESSMENTS DID NOT DIRECTLY CORRESPOND WITH WORKPERFORMED OR COSTS INCURRED TO UNDERWRITE EACH BONDOFFERING, AND WERE NOT NECESSARY TO CONDUCT THE OFFERING. ASA RESULT, THE FIRM'S REQUESTS FOR REIMBURSEMENT WERE NOT FAIRBECAUSE THEY WERE NOT ACCOMPANIED BY ADEQUATE DISCLOSURE TOISSUERS ABOUT THE NATURE OF THE FEES. THE FIRM'S ABOVE-DESCRIBED PRACTICES RESULTED IN THE EXPENDITURE OF THEPROCEEDS OF MUNICIPAL AND STATE BOND OFFERINGS TO ANORGANIZATION THAT ENGAGED IN POLITICAL ACTIVITIES, INCLUDINGHIRING A LOBBYIST TO MONITOR POLITICAL DEVELOPMENTS ANDADVOCATING, FROM TIME TO TIME, FOR VARIOUS LEGISLATIVE ACTION.TO DATE, IN RESPONSE TO A REQUEST FROM THE TREASURER OF THESTATE OF CALIFORNIA, THE FIRM HAS RETURNED $42,158.30 TO MULTIPLEISSUERS, AS A REFUND FOR THE MUNICIPAL SECURITIES ASSOCIATIONUNDERWRITING ASSESSMENTS THAT WERE REIMBURSED FROMOFFERING PROCEEDS. THE FIRM FAILED TO ADOPT, MAINTAIN ANDENFORCE WRITTEN SUPERVISORY PROCEDURES REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH MSRB RULE G-17 AS ITRELATES TO THE CONDUCT DESCRIBED ABOVE. SPECIFICALLY, THE FIRMFAILED TO ESTABLISH REASONABLE PROCEDURES FOR REVIEWING ANDDISCLOSING EXPENSES FOR THE MUNICIPAL SECURITIES ASSOCIATIONAND OTHER MUNICIPAL SECURITIES ASSOCIATIONS FOR WHICH ITREQUESTED REIMBURSEMENT FROM THE PROCEEDS OF MUNICIPAL ANDSTATE OFFERINGS, AND FOR ENSURING THAT THOSE REQUESTS WEREFAIR AND ADEQUATE. IN ADDITION, THE FIRM FAILED TO ADOPT, MAINTAIN,AND ENFORCE ADEQUATE SYSTEMS AND WRITTEN SUPERVISORYPROCEDURES REASONABLY DESIGNED TO MONITOR HOW THEMUNICIPAL SECURITIES ASSOCIATIONS TO WHICH THEY BELONGED USEDTHE FUNDS THAT THE FIRM PROVIDED TO THEM. ADEQUATE POLICIESAND PROCEDURES IN THIS AREA WERE ESPECIALLY NECESSARY IN LIGHTOF THE MUNICIPAL SECURITIES ASSOCIATION'S ENGAGEMENT INPOLITICAL ACTIVITIES.







Initiated By: FINRA







MSRB RULES G-17, G-27: THE FIRM WAS A MEMBER OF A CERTAINMUNICIPAL SECURITIES ASSOCIATION. THE FIRM'S PRACTICE OFOBTAINING REIMBURSEMENT FOR THE VOLUNTARY PAYMENTS TO THEMUNICIPAL SECURITIES ASSOCIATION FROM THE PROCEEDS OFMUNICIPAL AND STATE BOND OFFERINGS WAS UNFAIR. THESEASSESSMENTS DID NOT BEAR A DIRECT RELATIONSHIP TO ANYACTIVITIES CONDUCTED WITH RESPECT TO EACH BOND OFFERING ANDTHE FIRM WAS NOT REQUIRED BY ANY STATUTE OR REGULATION TO BE AMEMBER OF THE MUNICIPAL SECURITIES ASSOCIATION IN ORDER TOUNDERWRITE BOND OFFERINGS. YET THE FIRM TREATED ITS MUNICIPALSECURITIES ASSOCIATION UNDERWRITING ASSESSMENTS AS ANEXPENSE OF EACH TRANSACTION, AND REQUESTED AND RECEIVEDREIMBURSEMENT OF THOSE PAYMENTS FROM THE PROCEEDS OF EACHBOND OFFERING. THE FIRM, ON BEHALF OF ITSELF AND THE OTHERMEMBERS OF THE UNDERWRITING SYNDICATE, LISTED THE VOLUNTARYMUNICIPAL SECURITIES ASSOCIATION UNDERWRITING ASSESSMENTS ASEXPENSES OF THE UNDERWRITING, WITH OTHER COSTS SUCH ASTRAVEL, PRINTING AND TELEPHONE COSTS. HOWEVER, UNLIKE THESECATEGORIES OF EXPENSE PAYMENTS, THE UNDERWRITINGASSESSMENTS DID NOT DIRECTLY CORRESPOND WITH WORKPERFORMED OR COSTS INCURRED TO UNDERWRITE EACH BONDOFFERING, AND WERE NOT NECESSARY TO CONDUCT THE OFFERING. ASA RESULT, THE FIRM'S REQUESTS FOR REIMBURSEMENT WERE NOT FAIRBECAUSE THEY WERE NOT ACCOMPANIED BY ADEQUATE DISCLOSURE TOISSUERS ABOUT THE NATURE OF THE FEES. THE FIRM'S ABOVE-DESCRIBED PRACTICES RESULTED IN THE EXPENDITURE OF THEPROCEEDS OF MUNICIPAL AND STATE BOND OFFERINGS TO ANORGANIZATION THAT ENGAGED IN POLITICAL ACTIVITIES, INCLUDINGHIRING A LOBBYIST TO MONITOR POLITICAL DEVELOPMENTS ANDADVOCATING, FROM TIME TO TIME, FOR VARIOUS LEGISLATIVE ACTION.TO DATE, IN RESPONSE TO A REQUEST FROM THE TREASURER OF THESTATE OF CALIFORNIA, THE FIRM HAS RETURNED $42,158.30 TO MULTIPLEISSUERS, AS A REFUND FOR THE MUNICIPAL SECURITIES ASSOCIATIONUNDERWRITING ASSESSMENTS THAT WERE REIMBURSED FROMOFFERING PROCEEDS. THE FIRM FAILED TO ADOPT, MAINTAIN ANDENFORCE WRITTEN SUPERVISORY PROCEDURES REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH MSRB RULE G-17 AS ITRELATES TO THE CONDUCT DESCRIBED ABOVE. SPECIFICALLY, THE FIRMFAILED TO ESTABLISH REASONABLE PROCEDURES FOR REVIEWING ANDDISCLOSING EXPENSES FOR THE MUNICIPAL SECURITIES ASSOCIATIONAND OTHER MUNICIPAL SECURITIES ASSOCIATIONS FOR WHICH ITREQUESTED REIMBURSEMENT FROM THE PROCEEDS OF MUNICIPAL ANDSTATE OFFERINGS, AND FOR ENSURING THAT THOSE REQUESTS WEREFAIR AND ADEQUATE. IN ADDITION, THE FIRM FAILED TO ADOPT, MAINTAIN,AND ENFORCE ADEQUATE SYSTEMS AND WRITTEN SUPERVISORYPROCEDURES REASONABLY DESIGNED TO MONITOR HOW THEMUNICIPAL SECURITIES ASSOCIATIONS TO WHICH THEY BELONGED USEDTHE FUNDS THAT THE FIRM PROVIDED TO THEM. ADEQUATE POLICIESAND PROCEDURES IN THIS AREA WERE ESPECIALLY NECESSARY IN LIGHTOF THE MUNICIPAL SECURITIES ASSOCIATION'S ENGAGEMENT INPOLITICAL ACTIVITIES.


Resolution:


No









Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE IT IS CENSURED, FINED $200,000, ORDERED TO PAYRESTITUTION IN THE TOTAL AMOUNT OF $25,983.60, AND WITHIN 180 DAYSOF THE ISSUANCE OF THIS AWC, AN OFFICER (OR EQUIVALENT) OF THEFIRM WILL CERTIFY TO FINRA IN WRITING THAT IT HAS (A) COMPLETED AREVIEW OF ITS WRITTEN SUPERVISORY PROCEDURES AND SYSTEMSCONCERNING THE AREAS DESCRIBED ABOVE; AND (B) IMPLEMENTEDNECESSARY REVISIONS TO SUCH PROCEDURES AND SYSTEMS IN ORDERTO ENSURE THAT THE PROCEDURES AND SYSTEMS ARE IN COMPLIANCEWITH MSRB RULE G-27. THE CERTIFICATION SHALL DESCRIBE THESPECIFIC ACTIONS TAKEN BY THE FIRM, INCLUDING THE SYSTEMS ANDWRITTEN PROCEDURES DEVELOPED AND IMPLEMENTED. THE FIRM MUSTSUBMIT SATISFACTORY PROOF OF PAYMENT OF RESTITUTION OR OFREASONABLE DOCUMENTED EFFORTS TO EFFECT RESTITUTION TO THEISSUERS LOCATED IN CALIFORNIA TO WHICH THE FIRM HAS NOT YETPROVIDED RESTITUTION. THIS PROOF SHALL BE PROVIDED TO FINRA NOLATER THAN 120 DAYS AFTER ACCEPTANCE OF THE OFFER. IF FOR ANYREASON THE FIRM CANNOT LOCATE ANY SUCH ISSUER AFTERREASONABLE AND DOCUMENTED EFFORTS WITHIN 120 DAYS FROM THEDATE THE OFFER IS ACCEPTED, OR SUCH ADDITIONAL PERIOD AGREEDTO BY A FINRA STAFF MEMBER IN WRITING, THE FIRM SHALL FORWARDANY UNDISTRIBUTED RESTITUTION TO THE APPROPRIATE ESCHEAT,UNCLAIMED PROPERTY OR ABANDONED PROPERTY FUND FOR THESTATE OF CALIFORNIA. THE FIRM SHALL PROVIDE SATISFACTORY PROOFOF SUCH ACTION TO FINRA WITHIN 14 DAYS OF FORWARDING THEUNDISTRIBUTED RESTITUTION TO THE APPROPRIATE STATE AUTHORITY.FINE PAID IN FULL ON OCTOBER 31, 2013.


No










Initiated By: FINRA







MSRB RULES G-17, G-27: THE FIRM WAS A MEMBER OF A CERTAINMUNICIPAL SECURITIES ASSOCIATION. THE FIRM'S PRACTICE OFOBTAINING REIMBURSEMENT FOR THE VOLUNTARY PAYMENTS TO THEMUNICIPAL SECURITIES ASSOCIATION FROM THE PROCEEDS OFMUNICIPAL AND STATE BOND OFFERINGS WAS UNFAIR. THESEASSESSMENTS DID NOT BEAR A DIRECT RELATIONSHIP TO ANYACTIVITIES CONDUCTED WITH RESPECT TO EACH BOND OFFERING ANDTHE FIRM WAS NOT REQUIRED BY ANY STATUTE OR REGULATION TO BE AMEMBER OF THE MUNICIPAL SECURITIES ASSOCIATION IN ORDER TOUNDERWRITE BOND OFFERINGS. YET THE FIRM TREATED ITS MUNICIPALSECURITIES ASSOCIATION UNDERWRITING ASSESSMENTS AS ANEXPENSE OF EACH TRANSACTION, AND REQUESTED AND RECEIVEDREIMBURSEMENT OF THOSE PAYMENTS FROM THE PROCEEDS OF EACHBOND OFFERING. THE FIRM, ON BEHALF OF ITSELF AND THE OTHERMEMBERS OF THE UNDERWRITING SYNDICATE, LISTED THE VOLUNTARYMUNICIPAL SECURITIES ASSOCIATION UNDERWRITING ASSESSMENTS ASEXPENSES OF THE UNDERWRITING, WITH OTHER COSTS SUCH ASTRAVEL, PRINTING AND TELEPHONE COSTS. HOWEVER, UNLIKE THESECATEGORIES OF EXPENSE PAYMENTS, THE UNDERWRITINGASSESSMENTS DID NOT DIRECTLY CORRESPOND WITH WORKPERFORMED OR COSTS INCURRED TO UNDERWRITE EACH BONDOFFERING, AND WERE NOT NECESSARY TO CONDUCT THE OFFERING. ASA RESULT, THE FIRM'S REQUESTS FOR REIMBURSEMENT WERE NOT FAIRBECAUSE THEY WERE NOT ACCOMPANIED BY ADEQUATE DISCLOSURE TOISSUERS ABOUT THE NATURE OF THE FEES. THE FIRM'S ABOVE-DESCRIBED PRACTICES RESULTED IN THE EXPENDITURE OF THEPROCEEDS OF MUNICIPAL AND STATE BOND OFFERINGS TO ANORGANIZATION THAT ENGAGED IN POLITICAL ACTIVITIES, INCLUDINGHIRING A LOBBYIST TO MONITOR POLITICAL DEVELOPMENTS ANDADVOCATING, FROM TIME TO TIME, FOR VARIOUS LEGISLATIVE ACTION.TO DATE, IN RESPONSE TO A REQUEST FROM THE TREASURER OF THESTATE OF CALIFORNIA, THE FIRM HAS RETURNED $42,158.30 TO MULTIPLEISSUERS, AS A REFUND FOR THE MUNICIPAL SECURITIES ASSOCIATIONUNDERWRITING ASSESSMENTS THAT WERE REIMBURSED FROMOFFERING PROCEEDS. THE FIRM FAILED TO ADOPT, MAINTAIN ANDENFORCE WRITTEN SUPERVISORY PROCEDURES REASONABLYDESIGNED TO ENSURE COMPLIANCE WITH MSRB RULE G-17 AS ITRELATES TO THE CONDUCT DESCRIBED ABOVE. SPECIFICALLY, THE FIRMFAILED TO ESTABLISH REASONABLE PROCEDURES FOR REVIEWING ANDDISCLOSING EXPENSES FOR THE MUNICIPAL SECURITIES ASSOCIATIONAND OTHER MUNICIPAL SECURITIES ASSOCIATIONS FOR WHICH ITREQUESTED REIMBURSEMENT FROM THE PROCEEDS OF MUNICIPAL ANDSTATE OFFERINGS, AND FOR ENSURING THAT THOSE REQUESTS WEREFAIR AND ADEQUATE. IN ADDITION, THE FIRM FAILED TO ADOPT, MAINTAIN,AND ENFORCE ADEQUATE SYSTEMS AND WRITTEN SUPERVISORYPROCEDURES REASONABLY DESIGNED TO MONITOR HOW THEMUNICIPAL SECURITIES ASSOCIATIONS TO WHICH THEY BELONGED USEDTHE FUNDS THAT THE FIRM PROVIDED TO THEM. ADEQUATE POLICIESAND PROCEDURES IN THIS AREA WERE ESPECIALLY NECESSARY IN LIGHTOF THE MUNICIPAL SECURITIES ASSOCIATION'S ENGAGEMENT INPOLITICAL ACTIVITIES.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE IT IS CENSURED, FINED $200,000, ORDERED TO PAYRESTITUTION IN THE TOTAL AMOUNT OF $25,983.60, AND WITHIN 180 DAYSOF THE ISSUANCE OF THIS AWC, AN OFFICER (OR EQUIVALENT) OF THEFIRM WILL CERTIFY TO FINRA IN WRITING THAT IT HAS (A) COMPLETED AREVIEW OF ITS WRITTEN SUPERVISORY PROCEDURES AND SYSTEMSCONCERNING THE AREAS DESCRIBED ABOVE; AND (B) IMPLEMENTEDNECESSARY REVISIONS TO SUCH PROCEDURES AND SYSTEMS IN ORDERTO ENSURE THAT THE PROCEDURES AND SYSTEMS ARE IN COMPLIANCEWITH MSRB RULE G-27. THE CERTIFICATION SHALL DESCRIBE THESPECIFIC ACTIONS TAKEN BY THE FIRM, INCLUDING THE SYSTEMS ANDWRITTEN PROCEDURES DEVELOPED AND IMPLEMENTED. THE FIRM MUSTSUBMIT SATISFACTORY PROOF OF PAYMENT OF RESTITUTION OR OFREASONABLE DOCUMENTED EFFORTS TO EFFECT RESTITUTION TO THEISSUERS LOCATED IN CALIFORNIA TO WHICH THE FIRM HAS NOT YETPROVIDED RESTITUTION. THIS PROOF SHALL BE PROVIDED TO FINRA NOLATER THAN 120 DAYS AFTER ACCEPTANCE OF THE OFFER. IF FOR ANYREASON THE FIRM CANNOT LOCATE ANY SUCH ISSUER AFTERREASONABLE AND DOCUMENTED EFFORTS WITHIN 120 DAYS FROM THEDATE THE OFFER IS ACCEPTED, OR SUCH ADDITIONAL PERIOD AGREEDTO BY A FINRA STAFF MEMBER IN WRITING, THE FIRM SHALL FORWARDANY UNDISTRIBUTED RESTITUTION TO THE APPROPRIATE ESCHEAT,UNCLAIMED PROPERTY OR ABANDONED PROPERTY FUND FOR THESTATE OF CALIFORNIA. THE FIRM SHALL PROVIDE SATISFACTORY PROOFOF SUCH ACTION TO FINRA WITHIN 14 DAYS OF FORWARDING THEUNDISTRIBUTED RESTITUTION TO THE APPROPRIATE STATE AUTHORITY.









WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE IT IS CENSURED, FINED $200,000, ORDERED TO PAYRESTITUTION IN THE TOTAL AMOUNT OF $25,983.60, AND WITHIN 180 DAYSOF THE ISSUANCE OF THIS AWC, AN OFFICER (OR EQUIVALENT) OF THEFIRM WILL CERTIFY TO FINRA IN WRITING THAT IT HAS (A) COMPLETED AREVIEW OF ITS WRITTEN SUPERVISORY PROCEDURES AND SYSTEMSCONCERNING THE AREAS DESCRIBED ABOVE; AND (B) IMPLEMENTEDNECESSARY REVISIONS TO SUCH PROCEDURES AND SYSTEMS IN ORDERTO ENSURE THAT THE PROCEDURES AND SYSTEMS ARE IN COMPLIANCEWITH MSRB RULE G-27. THE CERTIFICATION SHALL DESCRIBE THESPECIFIC ACTIONS TAKEN BY THE FIRM, INCLUDING THE SYSTEMS ANDWRITTEN PROCEDURES DEVELOPED AND IMPLEMENTED. THE FIRM MUSTSUBMIT SATISFACTORY PROOF OF PAYMENT OF RESTITUTION OR OFREASONABLE DOCUMENTED EFFORTS TO EFFECT RESTITUTION TO THEISSUERS LOCATED IN CALIFORNIA TO WHICH THE FIRM HAS NOT YETPROVIDED RESTITUTION. THIS PROOF SHALL BE PROVIDED TO FINRA NOLATER THAN 120 DAYS AFTER ACCEPTANCE OF THE OFFER. IF FOR ANYREASON THE FIRM CANNOT LOCATE ANY SUCH ISSUER AFTERREASONABLE AND DOCUMENTED EFFORTS WITHIN 120 DAYS FROM THEDATE THE OFFER IS ACCEPTED, OR SUCH ADDITIONAL PERIOD AGREEDTO BY A FINRA STAFF MEMBER IN WRITING, THE FIRM SHALL FORWARDANY UNDISTRIBUTED RESTITUTION TO THE APPROPRIATE ESCHEAT,UNCLAIMED PROPERTY OR ABANDONED PROPERTY FUND FOR THESTATE OF CALIFORNIA. THE FIRM SHALL PROVIDE SATISFACTORY PROOFOF SUCH ACTION TO FINRA WITHIN 14 DAYS OF FORWARDING THEUNDISTRIBUTED RESTITUTION TO THE APPROPRIATE STATE AUTHORITY.

Disclosure 65 of 90

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Other


N/A





Allegations: NYSE RULE 92(A): ON 17 OCCASIONS DURING A PERIOD, THE FIRMENTERED A PROPRIETARY ORDER TO BUY OR SELL AN NYSE-LISTEDSECURITY WHILE KNOWINGLY IN POSSESSION OF A CUSTOMER ORDERTO BUY OR SELL SUCH SECURITY THAT COULD BE EXECUTED AT THESAME PRICE, AND WHICH PROPRIETARY ORDER THEN TRADED ALONGWITH, OR AHEAD OF, THE CUSTOMER ORDER, OR TRADED OUTSIDE OFTHE CUSTOMER'S CONSENT PARAMETERS. ON 13 OCCASIONS, THE FIRMTRADED A PROPRIETARY ORDER AHEAD OF, OR ALONG WITH, ACUSTOMER ORDER WITHOUT OBTAINING THE CUSTOMER'S CONSENT TODO SO. ON FOUR OCCASIONS, WHERE THE APPLICABLE NYSE RULEEXCEPTIONS APPLIED, THE FIRM EITHER OBTAINED AND DOCUMENTEDCONSENT OR OBTAINED BUT FAILED TO DOCUMENT CONSENT FROM ACUSTOMER TO TRADE ALONG WITH THE CUSTOMER'S ORDERS, BUTALLOCATED CERTAIN EXECUTIONS BETWEEN THE FIRM'S PROPRIETARYACCOUNT AND THE CUSTOMERS' ACCOUNTS IN AMOUNTS DIFFERENTFROM THE PERMISSION GRANTED BY THE CUSTOMERS.


Resolution: Decision195©2020 FINRA. All rights reserved. Report about BARCLAYS CAPITAL INC.






Resolution:


Sanction Details: OTHER CASE NUMBER: 13-NYSE-15 A FINRA HEARING OFFICERCONSIDERED A STIPULATION OF FACTS AND CONSENT TO PENALTYENTERED INTO BETWEEN FINRA ON BEHALF OF NYSE REGULATION, INC.AND THE RESPONDENT, A MEMBER OF THE NYSE. FOR THE SOLEPURPOSE OF SETTLING THIS DISCIPLINARY PROCEEDING, WITHOUTADJUDICATION OF ANY ISSUES OF LAW OR FACT, AND WITHOUTADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGS, THE FIRMCONSENTED TO A CENSURE AND $95,000 FINE. THE FINE WILL BE PAYABLEAS OF THE DATE ON WHICH THE DECISION BECOMES FINAL. THE FIRM ISREQUIRED TO PAY THE FINE WITHIN 45 DAYS OF THAT DATE, OR IT MAYFACE SUMMARY SUSPENSION, PURSUANT TO NYSE RULE 476(K). THEDECISION BECAME FINAL AT THE CLOSE OF BUSINESS ON SEPTEMBER 3,2013.


No


Decision


Allegations: NYSE RULE 92(A): ON 17 OCCASIONS DURING A PERIOD, THE FIRMENTERED A PROPRIETARY ORDER TO BUY OR SELL AN NYSE-LISTEDSECURITY WHILE KNOWINGLY IN POSSESSION OF A CUSTOMER ORDERTO BUY OR SELL SUCH SECURITY THAT COULD BE EXECUTED AT THESAME PRICE, AND WHICH PROPRIETARY ORDER THEN TRADED ALONGWITH, OR AHEAD OF, THE CUSTOMER ORDER, OR TRADED OUTSIDE OFTHE CUSTOMER'S CONSENT PARAMETERS. ON 13 OCCASIONS, THE FIRMTRADED A PROPRIETARY ORDER AHEAD OF, OR ALONG WITH, ACUSTOMER ORDER WITHOUT OBTAINING THE CUSTOMER'S CONSENT TODO SO. ON FOUR OCCASIONS, WHERE THE APPLICABLE NYSE RULEEXCEPTIONS APPLIED, THE FIRM EITHER OBTAINED AND DOCUMENTEDCONSENT OR OBTAINED BUT FAILED TO DOCUMENT CONSENT FROM ACUSTOMER TO TRADE ALONG WITH THE CUSTOMER'S ORDERS, BUTALLOCATED CERTAIN EXECUTIONS BETWEEN THE FIRM'S PROPRIETARYACCOUNT AND THE CUSTOMERS' ACCOUNTS IN AMOUNTS DIFFERENTFROM THE PERMISSION GRANTED BY THE CUSTOMERS.









Other


N/A





NYSE RULE 92(A): ON 17 OCCASIONS DURING A PERIOD, THE FIRMENTERED A PROPRIETARY ORDER TO BUY OR SELL AN NYSE-LISTEDSECURITY WHILE KNOWINGLY IN POSSESSION OF A CUSTOMER ORDERTO BUY OR SELL SUCH SECURITY THAT COULD BE EXECUTED AT THESAME PRICE, AND WHICH PROPRIETARY ORDER THEN TRADED ALONGWITH, OR AHEAD OF, THE CUSTOMER ORDER, OR TRADED OUTSIDE OFTHE CUSTOMER'S CONSENT PARAMETERS. ON 13 OCCASIONS, THE FIRMTRADED A PROPRIETARY ORDER AHEAD OF, OR ALONG WITH, ACUSTOMER ORDER WITHOUT OBTAINING THE CUSTOMER'S CONSENT TODO SO. ON FOUR OCCASIONS, WHERE THE APPLICABLE NYSE RULEEXCEPTIONS APPLIED, THE FIRM EITHER OBTAINED AND DOCUMENTEDCONSENT OR OBTAINED BUT FAILED TO DOCUMENT CONSENT FROM ACUSTOMER TO TRADE ALONG WITH THE CUSTOMER'S ORDERS, BUTALLOCATED CERTAIN EXECUTIONS BETWEEN THE FIRM'S PROPRIETARYACCOUNT AND THE CUSTOMERS' ACCOUNTS IN AMOUNTS DIFFERENTFROM THE PERMISSION GRANTED BY THE CUSTOMERS.


Resolution:


Sanction Details: OTHER CASE NUMBER: 13-NYSE-15 A FINRA HEARING OFFICERCONSIDERED A STIPULATION OF FACTS AND CONSENT TO PENALTYENTERED INTO BETWEEN FINRA ON BEHALF OF NYSE REGULATION, INC.AND THE RESPONDENT, A MEMBER OF THE NYSE. FOR THE SOLEPURPOSE OF SETTLING THIS DISCIPLINARY PROCEEDING, WITHOUTADJUDICATION OF ANY ISSUES OF LAW OR FACT, AND WITHOUTADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGS, THE FIRMCONSENTED TO A CENSURE AND $95,000 FINE. THE DECISION BECAMEFINAL AT THE CLOSE OF BUSINESS ON SEPTEMBER 3, 2013.


Decision

Disclosure 66 of 90

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Allegations: SEC RULE 10B-10, FINRA RULES 2010, 7450, NASD RULES 2110, 3010, 6955 -BARCLAYS CAPITAL INC., UNDER A PARTICULAR MARKET PARTICIPANTIDENTIFIER (MPID), FAILED TO TRANSMIT ALL OF ITS REPORTABLE ORDEREVENTS (ROES) TO THE ORDER AUDIT TRAIL SYSTEM (OATS) THAT IT WASREQUIRED TO TRANSMIT DURING THAT REVIEW PERIOD. THE FIRMTRANSMITTED ROUTE REPORTS TO OATS UNDER ANOTHER MPID WITHAN INCORRECT DESTINATION CODE. THE FIRM TRANSMITTED NEWORDER REPORTS AND RELATED SUBSEQUENT REPORTS TO OATS WHERETHE TIMESTAMP FOR THE RELATED SUBSEQUENT REPORT OCCURREDPRIOR TO THE RECEIPT OF THE ORDER; TRANSMITTED EXECUTION ORCOMBINED ORDER/EXECUTION REPORTS TO OATS THAT CONTAINEDINACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA;TRANSMITTED ROUTE OR COMBINED ORDER/ROUTE REPORTS TO OATSTHAT OATS WAS UNABLE TO LINK TO THE RELATED ORDER ROUTED TONASDAQ DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA; AND TRANSMITTED ROUTE OR COMBINEDORDER/ROUTE REPORTS TO OATS THAT OATS WAS UNABLE TO LINK TOTHE CORRESPONDING NEW ORDER TRANSMITTED BY THE DESTINATIONMEMBER FIRM DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA. FOR ABOUT NINE MONTHS, THE FIRM FAILED TOTRANSMIT NUMEROUS ROES TO OATS. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND FINRA RULES, TO ENSURE THAT THE FIRM'SSUBMISSIONS TO OATS ARE TIMELY, ACCURATE AND COMPLETE INCOMPARISON TO ITS TRADE RECORDS. THE FIRM IMPROPERLYREPORTED EXECUTION OR COMBINED ORDER/EXECUTION REPORTS TOOATS WITH A REPORTING EXCEPTION CODE OF "P." THE FIRM FAILED TOTIMELY REPORT ROES TO OATS. THE FIRM DISCLOSED INACCURATEINFORMATION ON CUSTOMER CONFIRMATIONS. WHEN THE FIRM ACTEDAS PRINCIPAL FOR ITS OWN ACCOUNT, IT FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT IT WAS A MARKETMAKER IN EACH SUCH SECURITY; FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT THE TRANSACTIONWAS EXECUTED AT AN AVERAGE PRICE; AND FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS THE CORRECTCAPACITY IN THE TRANSACTION.







Initiated By: FINRA







SEC RULE 10B-10, FINRA RULES 2010, 7450, NASD RULES 2110, 3010, 6955 -BARCLAYS CAPITAL INC., UNDER A PARTICULAR MARKET PARTICIPANTIDENTIFIER (MPID), FAILED TO TRANSMIT ALL OF ITS REPORTABLE ORDEREVENTS (ROES) TO THE ORDER AUDIT TRAIL SYSTEM (OATS) THAT IT WASREQUIRED TO TRANSMIT DURING THAT REVIEW PERIOD. THE FIRMTRANSMITTED ROUTE REPORTS TO OATS UNDER ANOTHER MPID WITHAN INCORRECT DESTINATION CODE. THE FIRM TRANSMITTED NEWORDER REPORTS AND RELATED SUBSEQUENT REPORTS TO OATS WHERETHE TIMESTAMP FOR THE RELATED SUBSEQUENT REPORT OCCURREDPRIOR TO THE RECEIPT OF THE ORDER; TRANSMITTED EXECUTION ORCOMBINED ORDER/EXECUTION REPORTS TO OATS THAT CONTAINEDINACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA;TRANSMITTED ROUTE OR COMBINED ORDER/ROUTE REPORTS TO OATSTHAT OATS WAS UNABLE TO LINK TO THE RELATED ORDER ROUTED TONASDAQ DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA; AND TRANSMITTED ROUTE OR COMBINEDORDER/ROUTE REPORTS TO OATS THAT OATS WAS UNABLE TO LINK TOTHE CORRESPONDING NEW ORDER TRANSMITTED BY THE DESTINATIONMEMBER FIRM DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA. FOR ABOUT NINE MONTHS, THE FIRM FAILED TOTRANSMIT NUMEROUS ROES TO OATS. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND FINRA RULES, TO ENSURE THAT THE FIRM'SSUBMISSIONS TO OATS ARE TIMELY, ACCURATE AND COMPLETE INCOMPARISON TO ITS TRADE RECORDS. THE FIRM IMPROPERLYREPORTED EXECUTION OR COMBINED ORDER/EXECUTION REPORTS TOOATS WITH A REPORTING EXCEPTION CODE OF "P." THE FIRM FAILED TOTIMELY REPORT ROES TO OATS. THE FIRM DISCLOSED INACCURATEINFORMATION ON CUSTOMER CONFIRMATIONS. WHEN THE FIRM ACTEDAS PRINCIPAL FOR ITS OWN ACCOUNT, IT FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT IT WAS A MARKETMAKER IN EACH SUCH SECURITY; FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT THE TRANSACTIONWAS EXECUTED AT AN AVERAGE PRICE; AND FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS THE CORRECTCAPACITY IN THE TRANSACTION.









Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $550,000 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES ENSURING THAT THEFIRM'S SUBMISSIONS TO OATS ARE TIMELY, ACCURATE AND COMPLETE INCOMPARISON TO ITS TRADE RECORDS WITHIN 30 BUSINESS DAYS OFACCEPTANCE OF THIS AWC BY THE NAC. FINE PAID IN FULL ON JULY 11,2013.


No




Allegations: SEC RULE 10B-10, FINRA RULES 2010, 7450, NASD RULES 2110, 3010, 6955 -BARCLAYS CAPITAL INC., UNDER A PARTICULAR MARKET PARTICIPANTIDENTIFIER (MPID), FAILED TO TRANSMIT ALL OF ITS REPORTABLE ORDEREVENTS (ROES) TO THE ORDER AUDIT TRAIL SYSTEM (OATS) THAT IT WASREQUIRED TO TRANSMIT DURING THAT REVIEW PERIOD. THE FIRMTRANSMITTED ROUTE REPORTS TO OATS UNDER THAT MPID WITH ANINCORRECT DESTINATION CODE. THE FIRM TRANSMITTED NEW ORDERREPORTS AND RELATED SUBSEQUENT REPORTS TO OATS WHERE THETIMESTAMP FOR THE RELATED SUBSEQUENT REPORT OCCURRED PRIORTO THE RECEIPT OF THE ORDER; TRANSMITTED EXECUTION ORCOMBINED ORDER/EXECUTION REPORTS TO OATS THAT CONTAINEDINACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA;TRANSMITTED ROUTE OR COMBINED ORDER/ROUTE REPORTS TO OATSTHAT OATS WAS UNABLE TO LINK TO THE RELATED ORDER ROUTED TONASDAQ DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA; AND TRANSMITTED ROUTE OR COMBINEDORDER/ROUTE REPORTS TO OATS THAT OATS WAS UNABLE TO LINK TOTHE CORRESPONDING NEW ORDER TRANSMITTED BY THE DESTINATIONMEMBER FIRM DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA. FOR ABOUT NINE MONTHS, THE FIRM FAILED TOTRANSMIT NUMEROUS ROES TO OATS. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND FINRA RULES, TO ENSURE THAT THE FIRM'SSUBMISSIONS TO OATS ARE TIMELY, ACCURATE AND COMPLETE INCOMPARISON TO ITS TRADE RECORDS. THE FIRM IMPROPERLYREPORTED EXECUTION OR COMBINED ORDER/EXECUTION REPORTS TOOATS WITH A REPORTING EXCEPTION CODE OF "P." THE FIRM FAILED TOTIMELY REPORT ROES TO OATS. THE FIRM DISCLOSED INACCURATEINFORMATION ON CUSTOMER CONFIRMATIONS. WHEN THE FIRM ACTEDAS PRINCIPAL FOR ITS OWN ACCOUNT, IT FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT IT WAS A MARKETMAKER IN EACH SUCH SECURITY; FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT THE TRANSACTIONWAS EXECUTED AT AN AVERAGE PRICE; AND FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS THE CORRECTCAPACITY IN THE TRANSACTION.







Initiated By: FINRA







SEC RULE 10B-10, FINRA RULES 2010, 7450, NASD RULES 2110, 3010, 6955 -BARCLAYS CAPITAL INC., UNDER A PARTICULAR MARKET PARTICIPANTIDENTIFIER (MPID), FAILED TO TRANSMIT ALL OF ITS REPORTABLE ORDEREVENTS (ROES) TO THE ORDER AUDIT TRAIL SYSTEM (OATS) THAT IT WASREQUIRED TO TRANSMIT DURING THAT REVIEW PERIOD. THE FIRMTRANSMITTED ROUTE REPORTS TO OATS UNDER THAT MPID WITH ANINCORRECT DESTINATION CODE. THE FIRM TRANSMITTED NEW ORDERREPORTS AND RELATED SUBSEQUENT REPORTS TO OATS WHERE THETIMESTAMP FOR THE RELATED SUBSEQUENT REPORT OCCURRED PRIORTO THE RECEIPT OF THE ORDER; TRANSMITTED EXECUTION ORCOMBINED ORDER/EXECUTION REPORTS TO OATS THAT CONTAINEDINACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA;TRANSMITTED ROUTE OR COMBINED ORDER/ROUTE REPORTS TO OATSTHAT OATS WAS UNABLE TO LINK TO THE RELATED ORDER ROUTED TONASDAQ DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA; AND TRANSMITTED ROUTE OR COMBINEDORDER/ROUTE REPORTS TO OATS THAT OATS WAS UNABLE TO LINK TOTHE CORRESPONDING NEW ORDER TRANSMITTED BY THE DESTINATIONMEMBER FIRM DUE TO INACCURATE, INCOMPLETE OR IMPROPERLYFORMATTED DATA. FOR ABOUT NINE MONTHS, THE FIRM FAILED TOTRANSMIT NUMEROUS ROES TO OATS. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND FINRA RULES, TO ENSURE THAT THE FIRM'SSUBMISSIONS TO OATS ARE TIMELY, ACCURATE AND COMPLETE INCOMPARISON TO ITS TRADE RECORDS. THE FIRM IMPROPERLYREPORTED EXECUTION OR COMBINED ORDER/EXECUTION REPORTS TOOATS WITH A REPORTING EXCEPTION CODE OF "P." THE FIRM FAILED TOTIMELY REPORT ROES TO OATS. THE FIRM DISCLOSED INACCURATEINFORMATION ON CUSTOMER CONFIRMATIONS. WHEN THE FIRM ACTEDAS PRINCIPAL FOR ITS OWN ACCOUNT, IT FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT IT WAS A MARKETMAKER IN EACH SUCH SECURITY; FAILED TO PROVIDE WRITTENNOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT THE TRANSACTIONWAS EXECUTED AT AN AVERAGE PRICE; AND FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS THE CORRECTCAPACITY IN THE TRANSACTION.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $550,000 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES ENSURING THAT THEFIRM'S SUBMISSIONS TO OATS ARE TIMELY, ACCURATE AND COMPLETE INCOMPARISON TO ITS TRADE RECORDS WITHIN 30 BUSINESS DAYS OFACCEPTANCE OF THIS AWC BY THE NAC.









WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $550,000 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES ENSURING THAT THEFIRM'S SUBMISSIONS TO OATS ARE TIMELY, ACCURATE AND COMPLETE INCOMPARISON TO ITS TRADE RECORDS WITHIN 30 BUSINESS DAYS OFACCEPTANCE OF THIS AWC BY THE NAC.

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Allegations: NASDAQ RULES 2110, 3010, 4611(A)(6) - BARCLAYS CAPITAL, INC. ENTEREDNUMEROUS ORDERS INTO THE NASDAQ MARKET CENTER THAT FAILEDTO INDICATE THE CORRECT CAPACITY. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASDAQ RULES, TO ENSURE THE ACCURACY OF THEFIRM'S ORDER ENTRY SUBMISSIONS TO THE NASDAQ MARKET CENTER.



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $125,000 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDING ITSORDER ENTRY SUBMISSIONS TO THE NASDAQ MARKET CENTER WITHIN30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NASDAQREVIEW COUNCIL.


No







www.finra.org/brokercheck User GuidanceWITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $125,000 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDING ITSORDER ENTRY SUBMISSIONS TO THE NASDAQ MARKET CENTER WITHIN30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NASDAQREVIEW COUNCIL.









Allegations: NASDAQ RULES 2110, 3010, 4611(A)(6) - BARCLAYS CAPITAL, INC. ENTEREDNUMEROUS ORDERS INTO THE NASDAQ MARKET CENTER THAT FAILEDTO INDICATE THE CORRECT CAPACITY. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASDAQ RULES, TO ENSURE THE ACCURACY OF THEFIRM'S ORDER ENTRY SUBMISSIONS TO THE NASDAQ MARKET CENTER.



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $125,000 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDING ITSORDER ENTRY SUBMISSIONS TO THE NASDAQ MARKET CENTER WITHIN30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NASDAQREVIEW COUNCIL.



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Disclosure 68 of 90


Allegations: SECTION 11(A)(1) OF THE SECURITIES EXCHANGE ACT, RULE 104(H)(2) OFREGULATION M OF THE SECURITIES EXCHANGE ACT OF 1934, NYSERULES 90(A), 104(A)(1)(B), 115, 116.40, 123C, 342, 410(B), 5190, 5190(E)(1),5190(E)(2) - BARCLAYS CAPITAL INC. FAILED TO MAKE THE REQUIREDNOTIFICATIONS TO THE NYSE NO LATER THAN THE CLOSE OF BUSINESSFOLLOWING THE DAY OF THE PRICING OF A DISTRIBUTION, AND FAILED TOPROVIDE CERTAIN SPECIFIC INFORMATION RELATIVE TO DISTRIBUTIONS,WHEN THE FIRM WAS ACTING AS A LEAD OR CO-LEAD UNDERWRITER INAN NYSE-LISTED SECURITY. WITH EXPECT TO CERTAIN OFFERINGS, THEFIRM FAILED TO PROVIDE WRITTEN NOTICE TO THE NYSE OF ITSINTENTION TO ENGAGE IN A SYNDICATE COVERING TRANSACTION INCONNECTION WITH AN OFFERING OF A LISTED SECURITY PRIOR TOENGAGING IN THE FIRST SYNDICATE COVERING TRANSACTION ANDFAILED TO PROVIDE COMPLETE AND ACCURATE INFORMATION WHEN ITPROVIDE REQUISITE NOTIFICATIONS. THE FIRM FAILED TO PROVIDETIMELY NOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION, WITHIN ONE BUSINESS DAY OFCOMPLETION OF SUCH ACTIVITY; AND FAILED TO PROVIDE WRITTENNOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION. THE FIRM FAILED TO HAVE INPLACE A REASONABLE SYSTEM OF FOLLOW-UP AND REVIEW DESIGNEDTO DETECT AND PREVENT VIOLATIONS OF NYSE RULE 5190; THE FIRMHAS SINCE CORRECTED THE DEFICIENCY. WITH REGARD TO ANOFFERING FOR WHICH THE FIRM WAS THE LEAD OR CO-LEADUNDERWRITER, IT CAUSED A MEMBER ASSOCIATED WITH THE FIRM TOEFFECT NUMEROUS SYNDICATE COVERING TRANSACTIONS ON THE NYSEFLOOR FOR AN ACCOUNT IN WHICH IT HAD AN INTEREST, AND CAUSEDSUCH MEMBER TO FAIL TO DESIGNATE THE ORDERS AS"G," WITH THERESULT THAT THE MEMBER FAILED TO YIELD PRIORITY, PARITY, ANDPRECEDENCE IN THE EXECUTION OF ORDERS FOR THE ACCOUNT OFPERSONS WHO ARE NOT MEMBERS OR ASSOCIATED WITH MEMBERS OFTHE NYSE. THE FIRM DID NOT HAVE REASONABLE WRITTENSUPERVISORY PROCEDURES IN PLACE FOR SUPERVISORY REVIEWSREGARDING TH HANDLING OF SYNDICATE COVERING ORDERS EXECUTEDON THE NYSE FLOOR TO DETERMINE WHETHER SUCH ORDERS WERE INCOMPLIANCE WITH SECTION 11(A) OF THE EXCHANGE ACT. THE FIRM HASMODIFIED ITS ORDER ENTRY SYSTEM TO DEFAULT ALL SYNDICATECOVERING TRANSACTIONS TO BE MARKED "G" FOR ORDERS ROUTED TOTHE NYSE; AND HAS CONDUCTED TRAINING OF INDIVIDUALS INVOLVED INTHE ORDER ENTRY PROCESS OF SYNDICATE COVERING TRANSACTIONS.DESIGNATED MARKET MAKERS (DMMS) ASSOCIATED WITH THE FIRMFAILED TO ENTER AND MAINTAIN INTEREST IN ASSIGNED SECURITIESWITHIN PRESCRIBED PERCENTAGES ABOVE AND BELOW THE NATIONALBEST BID AND OFFER (NBBO)AS REQUIRED. THE FIRM DID NOT HAVE INPLACE A REASONABLE SYSTEM OF SUPERVISION AND CONTROLREASONABLY DESIGNED TO DETECT AND PREVENT VIOLATIONS OF NYSERULE 104(A)(1)(B) BUT HAS SINCE MODIFIED ITS SURVEILLANCE SYSTEMTO ENSURE COMPLIANCE. THE FIRM DID NOT HAVE A REASONABLESURVEILLANCE SYSTEM IN PLACE DESIGNED TO DETECT AND PREVENTVIOLATIONS OF NYSE RULE 115. DMMS ASSOCIATED WITH THE FIRMACCESSED MARKET DATA ON THE DISPLAY BOOK IN POTENTIALVIOLATION OF NYSE RULE 115 BUT THE FIRM HAS SINCE IMPLEMENTED ASURVEILLANCE SYSTEM WITH REGARD TO DMMS ACCESSING SUCHMARKET DATA IN RESPONSE TO SUCH INQUIRIES FIRM FLOOR BROKERS.THE FIRM FAILED TO HAVE IN PLACE A REASONABLE SUPERVISORYSYSTEM TO MONITOR FOR VIOLATIONS OF NYSE RULES 116 AND 123C.CERTAIN DMMS ASSOCIATED WITH THE FIRM POTENTIALLY VIOLATED THERULES RELATED TO THE SINGLE PRINT CLOSE BUT THE FIRM HAS SINCEIMPLEMENTED A SURVEILLANCE SYSTEM FOR THE SINGLE PRINT CLOSERULE.













Other Product Type(s): OFFERINGS

SECTION 11(A)(1) OF THE SECURITIES EXCHANGE ACT, RULE 104(H)(2) OFREGULATION M OF THE SECURITIES EXCHANGE ACT OF 1934, NYSERULES 90(A), 104(A)(1)(B), 115, 116.40, 123C, 342, 410(B), 5190, 5190(E)(1),5190(E)(2) - BARCLAYS CAPITAL INC. FAILED TO MAKE THE REQUIREDNOTIFICATIONS TO THE NYSE NO LATER THAN THE CLOSE OF BUSINESSFOLLOWING THE DAY OF THE PRICING OF A DISTRIBUTION, AND FAILED TOPROVIDE CERTAIN SPECIFIC INFORMATION RELATIVE TO DISTRIBUTIONS,WHEN THE FIRM WAS ACTING AS A LEAD OR CO-LEAD UNDERWRITER INAN NYSE-LISTED SECURITY. WITH EXPECT TO CERTAIN OFFERINGS, THEFIRM FAILED TO PROVIDE WRITTEN NOTICE TO THE NYSE OF ITSINTENTION TO ENGAGE IN A SYNDICATE COVERING TRANSACTION INCONNECTION WITH AN OFFERING OF A LISTED SECURITY PRIOR TOENGAGING IN THE FIRST SYNDICATE COVERING TRANSACTION ANDFAILED TO PROVIDE COMPLETE AND ACCURATE INFORMATION WHEN ITPROVIDE REQUISITE NOTIFICATIONS. THE FIRM FAILED TO PROVIDETIMELY NOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION, WITHIN ONE BUSINESS DAY OFCOMPLETION OF SUCH ACTIVITY; AND FAILED TO PROVIDE WRITTENNOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION. THE FIRM FAILED TO HAVE INPLACE A REASONABLE SYSTEM OF FOLLOW-UP AND REVIEW DESIGNEDTO DETECT AND PREVENT VIOLATIONS OF NYSE RULE 5190; THE FIRMHAS SINCE CORRECTED THE DEFICIENCY. WITH REGARD TO ANOFFERING FOR WHICH THE FIRM WAS THE LEAD OR CO-LEADUNDERWRITER, IT CAUSED A MEMBER ASSOCIATED WITH THE FIRM TOEFFECT NUMEROUS SYNDICATE COVERING TRANSACTIONS ON THE NYSEFLOOR FOR AN ACCOUNT IN WHICH IT HAD AN INTEREST, AND CAUSEDSUCH MEMBER TO FAIL TO DESIGNATE THE ORDERS AS"G," WITH THERESULT THAT THE MEMBER FAILED TO YIELD PRIORITY, PARITY, ANDPRECEDENCE IN THE EXECUTION OF ORDERS FOR THE ACCOUNT OFPERSONS WHO ARE NOT MEMBERS OR ASSOCIATED WITH MEMBERS OFTHE NYSE. THE FIRM DID NOT HAVE REASONABLE WRITTENSUPERVISORY PROCEDURES IN PLACE FOR SUPERVISORY REVIEWSREGARDING TH HANDLING OF SYNDICATE COVERING ORDERS EXECUTEDON THE NYSE FLOOR TO DETERMINE WHETHER SUCH ORDERS WERE INCOMPLIANCE WITH SECTION 11(A) OF THE EXCHANGE ACT. THE FIRM HASMODIFIED ITS ORDER ENTRY SYSTEM TO DEFAULT ALL SYNDICATECOVERING TRANSACTIONS TO BE MARKED "G" FOR ORDERS ROUTED TOTHE NYSE; AND HAS CONDUCTED TRAINING OF INDIVIDUALS INVOLVED INTHE ORDER ENTRY PROCESS OF SYNDICATE COVERING TRANSACTIONS.DESIGNATED MARKET MAKERS (DMMS) ASSOCIATED WITH THE FIRMFAILED TO ENTER AND MAINTAIN INTEREST IN ASSIGNED SECURITIESWITHIN PRESCRIBED PERCENTAGES ABOVE AND BELOW THE NATIONALBEST BID AND OFFER (NBBO)AS REQUIRED. THE FIRM DID NOT HAVE INPLACE A REASONABLE SYSTEM OF SUPERVISION AND CONTROLREASONABLY DESIGNED TO DETECT AND PREVENT VIOLATIONS OF NYSERULE 104(A)(1)(B) BUT HAS SINCE MODIFIED ITS SURVEILLANCE SYSTEMTO ENSURE COMPLIANCE. THE FIRM DID NOT HAVE A REASONABLESURVEILLANCE SYSTEM IN PLACE DESIGNED TO DETECT AND PREVENTVIOLATIONS OF NYSE RULE 115. DMMS ASSOCIATED WITH THE FIRMACCESSED MARKET DATA ON THE DISPLAY BOOK IN POTENTIALVIOLATION OF NYSE RULE 115 BUT THE FIRM HAS SINCE IMPLEMENTED ASURVEILLANCE SYSTEM WITH REGARD TO DMMS ACCESSING SUCHMARKET DATA IN RESPONSE TO SUCH INQUIRIES FIRM FLOOR BROKERS.THE FIRM FAILED TO HAVE IN PLACE A REASONABLE SUPERVISORYSYSTEM TO MONITOR FOR VIOLATIONS OF NYSE RULES 116 AND 123C.CERTAIN DMMS ASSOCIATED WITH THE FIRM POTENTIALLY VIOLATED THERULES RELATED TO THE SINGLE PRINT CLOSE BUT THE FIRM HAS SINCEIMPLEMENTED A SURVEILLANCE SYSTEM FOR THE SINGLE PRINT CLOSERULE.


Resolution:



No








Sanction Details: WITHOUT ADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGS,BARCLAYS CAPITAL CONSENTED TO THE STIPULATION OF FACTS ANDCONSENT TO PENALTY WHICH THE HEARING OFFICER ACCEPTED ANDIMPOSED A CENSURE AND $250,000 FINE. THE DECISION BECAME FINAL ATTHE CLOSE OF BUSINESS ON APRIL 29, 2013.

Regulator Statement OTHER CASE NUMBER: 13-NYSE-4


Allegations: SECTION 11(A)(1) OF THE SECURITIES EXCHANGE ACT, RULE 104(H)(2) OFREGULATION M OF THE SECURITIES EXCHANGE ACT OF 1934, NYSERULES 90(A), 104(A)(1)(B), 115, 116.40, 123C, 342, 410(B), 5190, 5190(E)(1),5190(E)(2) - BARCLAYS CAPITAL INC. FAILED TO MAKE THE REQUIREDNOTIFICATIONS TO THE NYSE NO LATER THAN THE CLOSE OF BUSINESSFOLLOWING THE DAY OF THE PRICING OF A DISTRIBUTION, AND FAILED TOPROVIDE CERTAIN SPECIFIC INFORMATION RELATIVE TO DISTRIBUTIONS,WHEN THE FIRM WAS ACTING AS A LEAD OR CO-LEAD UNDERWRITER INAN NYSE-LISTED SECURITY. WITH EXPECT TO CERTAIN OFFERINGS, THEFIRM FAILED TO PROVIDE WRITTEN NOTICE TO THE NYSE OF ITSINTENTION TO ENGAGE IN A SYNDICATE COVERING TRANSACTION INCONNECTION WITH AN OFFERING OF A LISTED SECURITY PRIOR TOENGAGING IN THE FIRST SYNDICATE COVERING TRANSACTION ANDFAILED TO PROVIDE COMPLETE AND ACCURATE INFORMATION WHEN ITPROVIDE REQUISITE NOTIFICATIONS. THE FIRM FAILED TO PROVIDETIMELY NOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION, WITHIN ONE BUSINESS DAY OFCOMPLETION OF SUCH ACTIVITY; AND FAILED TO PROVIDE WRITTENNOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION. THE FIRM FAILED TO HAVE INPLACE A REASONABLE SYSTEM OF FOLLOW-UP AND REVIEW DESIGNEDTO DETECT AND PREVENT VIOLATIONS OF NYSE RULE 5190; THE FIRMHAS SINCE CORRECTED THE DEFICIENCY. WITH REGARD TO ANOFFERING FOR WHICH THE FIRM WAS THE LEAD OR CO-LEADUNDERWRITER, IT CAUSED A MEMBER ASSOCIATED WITH THE FIRM TOEFFECT NUMEROUS SYNDICATE COVERING TRANSACTIONS ON THE NYSEFLOOR FOR AN ACCOUNT IN WHICH IT HAD AN INTEREST, AND CAUSEDSUCH MEMBER TO FAIL TO DESIGNATE THE ORDERS AS"G," WITH THERESULT THAT THE MEMBER FAILED TO YIELD PRIORITY, PARITY, ANDPRECEDENCE IN THE EXECUTION OF ORDERS FOR THE ACCOUNT OFPERSONS WHO ARE NOT MEMBERS OR ASSOCIATED WITH MEMBERS OFTHE NYSE. THE FIRM DID NOT HAVE REASONABLE WRITTENSUPERVISORY PROCEDURES IN PLACE FOR SUPERVISORY REVIEWSREGARDING TH HANDLING OF SYNDICATE COVERING ORDERS EXECUTEDON THE NYSE FLOOR TO DETERMINE WHETHER SUCH ORDERS WERE INCOMPLIANCE WITH SECTION 11(A) OF THE EXCHANGE ACT. THE FIRM HASMODIFIED ITS ORDER ENTRY SYSTEM TO DEFAULT ALL SYNDICATECOVERING TRANSACTIONS TO BE MARKED "G" FOR ORDERS ROUTED TOTHE NYSE; AND HAS CONDUCTED TRAINING OF INDIVIDUALS INVOLVED INTHE ORDER ENTRY PROCESS OF SYNDICATE COVERING TRANSACTIONS.DESIGNATED MARKET MAKERS (DMMS) ASSOCIATED WITH THE FIRMFAILED TO ENTER AND MAINTAIN INTEREST IN ASSIGNED SECURITIESWITHIN PRESCRIBED PERCENTAGES ABOVE AND BELOW THE NATIONALBEST BID AND OFFER (NBBO)AS REQUIRED. THE FIRM DID NOT HAVE INPLACE A REASONABLE SYSTEM OF SUPERVISION AND CONTROLREASONABLY DESIGNED TO DETECT AND PREVENT VIOLATIONS OF NYSERULE 104(A)(1)(B) BUT HAS SINCE MODIFIED ITS SURVEILLANCE SYSTEMTO ENSURE COMPLIANCE. THE FIRM DID NOT HAVE A REASONABLESURVEILLANCE SYSTEM IN PLACE DESIGNED TO DETECT AND PREVENTVIOLATIONS OF NYSE RULE 115. DMMS ASSOCIATED WITH THE FIRMACCESSED MARKET DATA ON THE DISPLAY BOOK IN POTENTIALVIOLATION OF NYSE RULE 115 BUT THE FIRM HAS SINCE IMPLEMENTED ASURVEILLANCE SYSTEM WITH REGARD TO DMMS ACCESSING SUCHMARKET DATA IN RESPONSE TO SUCH INQUIRIES FIRM FLOOR BROKERS.THE FIRM FAILED TO HAVE IN PLACE A REASONABLE SUPERVISORYSYSTEM TO MONITOR FOR VIOLATIONS OF NYSE RULES 116 AND 123C.CERTAIN DMMS ASSOCIATED WITH THE FIRM POTENTIALLY VIOLATED THERULES RELATED TO THE SINGLE PRINT CLOSE BUT THE FIRM HAS SINCEIMPLEMENTED A SURVEILLANCE SYSTEM FOR THE SINGLE PRINT CLOSERULE.













Other Product Type(s): OFFERINGS

SECTION 11(A)(1) OF THE SECURITIES EXCHANGE ACT, RULE 104(H)(2) OFREGULATION M OF THE SECURITIES EXCHANGE ACT OF 1934, NYSERULES 90(A), 104(A)(1)(B), 115, 116.40, 123C, 342, 410(B), 5190, 5190(E)(1),5190(E)(2) - BARCLAYS CAPITAL INC. FAILED TO MAKE THE REQUIREDNOTIFICATIONS TO THE NYSE NO LATER THAN THE CLOSE OF BUSINESSFOLLOWING THE DAY OF THE PRICING OF A DISTRIBUTION, AND FAILED TOPROVIDE CERTAIN SPECIFIC INFORMATION RELATIVE TO DISTRIBUTIONS,WHEN THE FIRM WAS ACTING AS A LEAD OR CO-LEAD UNDERWRITER INAN NYSE-LISTED SECURITY. WITH EXPECT TO CERTAIN OFFERINGS, THEFIRM FAILED TO PROVIDE WRITTEN NOTICE TO THE NYSE OF ITSINTENTION TO ENGAGE IN A SYNDICATE COVERING TRANSACTION INCONNECTION WITH AN OFFERING OF A LISTED SECURITY PRIOR TOENGAGING IN THE FIRST SYNDICATE COVERING TRANSACTION ANDFAILED TO PROVIDE COMPLETE AND ACCURATE INFORMATION WHEN ITPROVIDE REQUISITE NOTIFICATIONS. THE FIRM FAILED TO PROVIDETIMELY NOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION, WITHIN ONE BUSINESS DAY OFCOMPLETION OF SUCH ACTIVITY; AND FAILED TO PROVIDE WRITTENNOTICE TO THE NYSE CONFIRMING THAT IT HAD ENGAGED IN ASYNDICATE COVERING TRANSACTION. THE FIRM FAILED TO HAVE INPLACE A REASONABLE SYSTEM OF FOLLOW-UP AND REVIEW DESIGNEDTO DETECT AND PREVENT VIOLATIONS OF NYSE RULE 5190; THE FIRMHAS SINCE CORRECTED THE DEFICIENCY. WITH REGARD TO ANOFFERING FOR WHICH THE FIRM WAS THE LEAD OR CO-LEADUNDERWRITER, IT CAUSED A MEMBER ASSOCIATED WITH THE FIRM TOEFFECT NUMEROUS SYNDICATE COVERING TRANSACTIONS ON THE NYSEFLOOR FOR AN ACCOUNT IN WHICH IT HAD AN INTEREST, AND CAUSEDSUCH MEMBER TO FAIL TO DESIGNATE THE ORDERS AS"G," WITH THERESULT THAT THE MEMBER FAILED TO YIELD PRIORITY, PARITY, ANDPRECEDENCE IN THE EXECUTION OF ORDERS FOR THE ACCOUNT OFPERSONS WHO ARE NOT MEMBERS OR ASSOCIATED WITH MEMBERS OFTHE NYSE. THE FIRM DID NOT HAVE REASONABLE WRITTENSUPERVISORY PROCEDURES IN PLACE FOR SUPERVISORY REVIEWSREGARDING TH HANDLING OF SYNDICATE COVERING ORDERS EXECUTEDON THE NYSE FLOOR TO DETERMINE WHETHER SUCH ORDERS WERE INCOMPLIANCE WITH SECTION 11(A) OF THE EXCHANGE ACT. THE FIRM HASMODIFIED ITS ORDER ENTRY SYSTEM TO DEFAULT ALL SYNDICATECOVERING TRANSACTIONS TO BE MARKED "G" FOR ORDERS ROUTED TOTHE NYSE; AND HAS CONDUCTED TRAINING OF INDIVIDUALS INVOLVED INTHE ORDER ENTRY PROCESS OF SYNDICATE COVERING TRANSACTIONS.DESIGNATED MARKET MAKERS (DMMS) ASSOCIATED WITH THE FIRMFAILED TO ENTER AND MAINTAIN INTEREST IN ASSIGNED SECURITIESWITHIN PRESCRIBED PERCENTAGES ABOVE AND BELOW THE NATIONALBEST BID AND OFFER (NBBO)AS REQUIRED. THE FIRM DID NOT HAVE INPLACE A REASONABLE SYSTEM OF SUPERVISION AND CONTROLREASONABLY DESIGNED TO DETECT AND PREVENT VIOLATIONS OF NYSERULE 104(A)(1)(B) BUT HAS SINCE MODIFIED ITS SURVEILLANCE SYSTEMTO ENSURE COMPLIANCE. THE FIRM DID NOT HAVE A REASONABLESURVEILLANCE SYSTEM IN PLACE DESIGNED TO DETECT AND PREVENTVIOLATIONS OF NYSE RULE 115. DMMS ASSOCIATED WITH THE FIRMACCESSED MARKET DATA ON THE DISPLAY BOOK IN POTENTIALVIOLATION OF NYSE RULE 115 BUT THE FIRM HAS SINCE IMPLEMENTED ASURVEILLANCE SYSTEM WITH REGARD TO DMMS ACCESSING SUCHMARKET DATA IN RESPONSE TO SUCH INQUIRIES FIRM FLOOR BROKERS.THE FIRM FAILED TO HAVE IN PLACE A REASONABLE SUPERVISORYSYSTEM TO MONITOR FOR VIOLATIONS OF NYSE RULES 116 AND 123C.CERTAIN DMMS ASSOCIATED WITH THE FIRM POTENTIALLY VIOLATED THERULES RELATED TO THE SINGLE PRINT CLOSE BUT THE FIRM HAS SINCEIMPLEMENTED A SURVEILLANCE SYSTEM FOR THE SINGLE PRINT CLOSERULE.


Resolution:









Sanction Details: WITHOUT ADMITTING OR DENYING ANY ALLEGATIONS OR FINDINGS,BARCLAYS CAPITAL CONSENTED TO THE STIPULATION OF FACTS ANDCONSENT TO PENALTY WHICH THE HEARING OFFICER ACCEPTED ANDIMPOSED A CENSURE AND $250,000 FINE. THE DECISION BECAME FINAL ATTHE CLOSE OF BUSINESS ON APRIL 29, 2013.

Firm Statement OTHER CASE NUMBER: 13-NYSE-4

CensureMonetary/Fine $250,000.00

Disclosure 69 of 90

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Docket/Case Number: 2010-192, 2011-020 & 2011-083



Allegations: DURING THE PERIOD 9/1/2010 TO 3/31/2011, AND FOR 22 ORDERS, FIRMFAILED TO EXPOSE UNSOLICITED ORDERS FOR AT LEAST ONE SECONDPRIOR TO EXECUTING SOLICITED ORDERS AGAINST IT. THIS CONDUCTCONSTITUTES A VIOLATION OF ISE RULE 717(E).



Resolution:


Sanction Details: $35,000 FINE


No








Sanction Details: $35,000 FINE







Docket/Case Number: 2010-192, 2011-020 & 2011-083



Allegations: DURING THE PERIOD 9/1/2010 TO 3/31/2011, AND FOR 22 ORDERS, FIRMFAILED TO EXPOSE UNSOLICITED ORDERS FOR AT LEAST ONE SECONDPRIOR TOEXECUTING SOLICITED ORDERS AGAINST IT. THIS CONDUCTCONSTITUTES A VIOLATION OF ISE RULE 717(E).



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS;THEREFORE, THEFIRM IS FINED $35000.



Disclosure 70 of 90

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Allegations: FINRA RULES 2010, 5260, 7230A(B), NASD RULE 3340 - BARCLAYS CAPITALINC. FAILED TO ACCEPT OR DECLINE IN THE FINRA/NASDAQ TRADEREPORTING FACILITY TRANSACTIONS IN REPORTABLE SECURITIESWITHIN 20 MINUTES AFTER EXECUTION THAT THE FIRM HAD ANOBLIGATION TO ACCEPT OR DECLINE AS THE ORDER ENTRY IDENTIFIER(OEID). THE FIRM EFFECTED TRANSACTIONS IN SECURITIES WHILETRADING HALTS WERE IN EFFECT WITH RESPECT TO THE SECURITIES.







Initiated By: FINRA






Other Product Type(s): REPORTABLE SECURITIES

FINRA RULES 2010, 5260, 7230A(B), NASD RULE 3340 - BARCLAYS CAPITALINC. FAILED TO ACCEPT OR DECLINE IN THE FINRA/NASDAQ TRADEREPORTING FACILITY TRANSACTIONS IN REPORTABLE SECURITIESWITHIN 20 MINUTES AFTER EXECUTION THAT THE FIRM HAD ANOBLIGATION TO ACCEPT OR DECLINE AS THE ORDER ENTRY IDENTIFIER(OEID). THE FIRM EFFECTED TRANSACTIONS IN SECURITIES WHILETRADING HALTS WERE IN EFFECT WITH RESPECT TO THE SECURITIES.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $42,500. FINE PAID INFULL ON 2/6/13.


No




Allegations: FINRA RULES 2010, 5260, 7230A(B), NASD RULE 3340 -- DURING THE FIRSTTRIMESTERS OF 2010 AND 2011 , BARCLAYS CAPITAL INC. FAILED TOACCEPT ORDECLINE IN THE FINRA/NASDAQ TRADE REPORTING FACILITY CERTAINTRANSACTIONS IN REPORTABLE SECURITIES WITHIN 20 MINUTES AFTEREXECUTIONTHAT THE FIRM HAD AN OBLIGATION TO ACCEPT OR DECLINE AS THEORDER ENTRY IDENTIFIER (OEID). BETWEEN JANUARY 2009 AND JUNE2011, THE FIRMEFFECTED 80 TRANSACTIONS IN SECURITIES WHILE TRADING HALTSWERE IN EFFECT WITH RESPECT TO THE SECURITIES.








Initiated By: FINRA






Other Product Type(s): REPORTABLE SECURITIES

FINRA RULES 2010, 5260, 7230A(B), NASD RULE 3340 -- DURING THE FIRSTTRIMESTERS OF 2010 AND 2011 , BARCLAYS CAPITAL INC. FAILED TOACCEPT ORDECLINE IN THE FINRA/NASDAQ TRADE REPORTING FACILITY CERTAINTRANSACTIONS IN REPORTABLE SECURITIES WITHIN 20 MINUTES AFTEREXECUTIONTHAT THE FIRM HAD AN OBLIGATION TO ACCEPT OR DECLINE AS THEORDER ENTRY IDENTIFIER (OEID). BETWEEN JANUARY 2009 AND JUNE2011, THE FIRMEFFECTED 80 TRANSACTIONS IN SECURITIES WHILE TRADING HALTSWERE IN EFFECT WITH RESPECT TO THE SECURITIES.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THEFIRM IS CENSURED AND FINED $42,500.



Disclosure 71 of 90

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Allegations: MSRB RULES G-8, G-14, G-27 - BARCLAYS CAPITAL INC. CAPTUREDINACCURATE TRADE TIMES FOR A MARKET PARTICIPANT IDENTIFIER(MPID) WHICH RESULTED IN THE FIRM'S FAILURE TO REPORTINFORMATION REGARDING PURCHASE AND SALE TRANSACTIONSEFFECTED IN MUNICIPAL SECURITIES TO THE REAL-TIME TRANSACTIONREPORTING SYSTEM (RTRS) WITHIN 15 MINUTES OF TRADE TIME TO ANRTRS PORTAL; REPORT THE CORRECT TIME OF TRADE TO THE RTRS INMUNICIPAL SECURITIES TRANSACTIONS; AND SHOW THE CORRECT TIMEOF ENTRY ON THE TRADE MEMORANDUM FOR TRANSACTIONS INMUNICIPAL SECURITIES. THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH THE APPLICABLE SECURITIES LAWS, REGULATIONSAND MSRB RULES CONCERNING MUNICIPAL TRADE REPORTING FOR THEMPID.








Initiated By: FINRA







MSRB RULES G-8, G-14, G-27 - BARCLAYS CAPITAL INC. CAPTUREDINACCURATE TRADE TIMES FOR A MARKET PARTICIPANT IDENTIFIER(MPID) WHICH RESULTED IN THE FIRM'S FAILURE TO REPORTINFORMATION REGARDING PURCHASE AND SALE TRANSACTIONSEFFECTED IN MUNICIPAL SECURITIES TO THE REAL-TIME TRANSACTIONREPORTING SYSTEM (RTRS) WITHIN 15 MINUTES OF TRADE TIME TO ANRTRS PORTAL; REPORT THE CORRECT TIME OF TRADE TO THE RTRS INMUNICIPAL SECURITIES TRANSACTIONS; AND SHOW THE CORRECT TIMEOF ENTRY ON THE TRADE MEMORANDUM FOR TRANSACTIONS INMUNICIPAL SECURITIES. THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH THE APPLICABLE SECURITIES LAWS, REGULATIONSAND MSRB RULES CONCERNING MUNICIPAL TRADE REPORTING FOR THEMPID.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $15,000 FOR MSRB RULEVIOLATIONS. FINE PAID IN FULL ON 1/29/2013.


No




Allegations: MSRB RULES G-8, G-14, G-27 -- DURING APRIL 2011 THROUGH JUNE 2011,BARCLAYS CAPITAL INC. CAPTURED INACCURATE TRADE TIMES FOR AMARKETPARTICIPANT IDENTIFIER (MPID) WHICH RESULTED IN THE FIRM'S FAILURETO REPORT INFORMATION REGARDING PURCHASE AND SALETRANSACTIONSEFFECTED IN 40 MUNICIPAL SECURITIES TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS); REPORT THE CORRECT TIMEOF TRADE TO THE RTRSIN 66 MUNICIPAL SECURITIES TRANSACTIONS; AND SHOW THE CORRECTTIME OF ENTRY ON THE TRADE MEMORANDUM FOR 39 TRANSACTIONS INMUNICIPALSECURITIES. DURING THAT SAME PERIOD, THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVECOMPLIANCE WITH THE APPLICABLE SECURITIES LAWS, REGULATIONSAND MSRB RULES CONCERNING MUNICIPAL TRADE REPORTING FOR THEMPID.








Initiated By: FINRA







MSRB RULES G-8, G-14, G-27 -- DURING APRIL 2011 THROUGH JUNE 2011,BARCLAYS CAPITAL INC. CAPTURED INACCURATE TRADE TIMES FOR AMARKETPARTICIPANT IDENTIFIER (MPID) WHICH RESULTED IN THE FIRM'S FAILURETO REPORT INFORMATION REGARDING PURCHASE AND SALETRANSACTIONSEFFECTED IN 40 MUNICIPAL SECURITIES TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS); REPORT THE CORRECT TIMEOF TRADE TO THE RTRSIN 66 MUNICIPAL SECURITIES TRANSACTIONS; AND SHOW THE CORRECTTIME OF ENTRY ON THE TRADE MEMORANDUM FOR 39 TRANSACTIONS INMUNICIPALSECURITIES. DURING THAT SAME PERIOD, THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVECOMPLIANCE WITH THE APPLICABLE SECURITIES LAWS, REGULATIONSAND MSRB RULES CONCERNING MUNICIPAL TRADE REPORTING FOR THEMPID.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THEFIRM IS CENSURED AND FINED $15,000 FOR MSRB RULE VIOLATIONS.



Disclosure 72 of 90

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Docket/Case Number:



Allegations: FAILED TO CONTINUOUSLY QUOTE IN THE REQUIRED PERCENTAGE OFSERIES FOR THE REQUIRED AMOUNT OF TIME WITHIN VARIOUS OPTIONCLASSES IN VIOLATION OF RULE 8.85(A)(I)-DPM OBLIGATIONS IN REGARDTO CONTINUOUS QUOTE (QHS).



Resolution:


Sanction Details: THE FIRM RECEIVED AND PAID A FINE OF $4,000.

Firm Statement THE FIRM HAS CONDUCTED A REVIEW OF ITS INTERNAL SYSTEMS ANDMADE NECESSARY ADJUSTMENTS DESIGNED TO MEET VARIOUSQUOTING REQUIREMENTS.



Disclosure 73 of 90

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Allegations: CFTC RELEASE PR6289-12/JUNE 27, 2012: THE COMMODITY FUTURESTRADING COMMISSION (COMMISSION) HAS REASON TO BELIEVE THATBARCLAYS CAPITAL INC., ITS PARENT COMPANY AND AN AFFILIATE, HAVEVIOLATED SECTIONS 6( C), 6( D) AND 9(A)(2) OF THE COMMODITYEXCHANGE ACT (THE ACT), 7 U.S.C. §§ 9, 13B AND 13(A)(2) (2006).THEREFORE, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE PROCEEDINGS BE, ANDHEREBY ARE, INSTITUTED TO DETERMINE WHETHER RESPONDENTSENGAGED IN THE VIOLATIONS SET FORTH, AND TO DETERMINE WHETHERANY ORDER SHALL BE ISSUED IMPOSING REMEDIAL SANCTIONS. OVER APERIOD OF SEVERAL YEARS, COMMENCING IN AT LEAST 2005, THECOMPANIES, BY AND THROUGH THEIR AGENTS, OFFICERS ANDEMPLOYEES LOCATED IN AT LEAST NEW YORK, LONDON AND TOKYO,REPEATEDLY ATTEMPTED TO MANIPULATE AND MADE FALSE, MISLEADINGOR KNOWINGLY INACCURATE SUBMISSIONS CONCERNING TWO GLOBALBENCHMARK INTEREST RATES, THE BRITISH BANKERS' ASSOCIATION'S(BBA) LONDON INTERBANK OFFERED RATE (LIBOR) AND THE EUROPEANBANKING FEDERATION'S (EBF) EURO INTERBANK OFFERED RATE(EURIBOR). THE COMPANIES' VIOLATIVE CONDUCT INVOLVED MULTIPLEDESKS, TRADERS, OFFICES AND CURRENCIES, INCLUDING UNITEDSTATES DOLLAR, STERLING, EURO AND YEN. THE WRONGFUL CONDUCTSPANNED FROM AT LEAST 2005 THROUGH AT LEAST 2009, AND AT TIMESOCCURRED ON AN ALMOST DAILY BASIS. THE COMPANIES' LACK OFSPECIFIC INTERNAL CONTROLS AND PROCEDURES CONCERNING ITSSUBMISSION PROCESSES FOR LIBOR AND EURIBOR AND OVERALLINADEQUATE SUPERVISION OF TRADING DESKS ALLOWED THIS CONDUCTTO OCCUR. THE COMPANIES ENGAGED IN REPEATED ACTS OFATTEMPTED MANIPULATION IN VIOLATION OF SECTIONS 6(C), 6(D), AND9(A)(2) OF THE ACT, 7 U.S.C. §§ 9, 13B, AND 13(A)(2) (2006) AND AIDED ANDABETTED THE ATTEMPTS OF TRADERS AT OTHER BANKS TO MANIPULATELIBOR AND EURIBOR IN VIOLATION OF SECTIONS 6( C), 6(D), AND 9(A)(2)OF THE ACT, 7 U.S.C. §§ 9, 13B, AND 13(A)(2) (2006).










Other


N/A




Other Product Type(s): INTEREST RATES

CFTC RELEASE PR6289-12/JUNE 27, 2012: THE COMMODITY FUTURESTRADING COMMISSION (COMMISSION) HAS REASON TO BELIEVE THATBARCLAYS CAPITAL INC., ITS PARENT COMPANY AND AN AFFILIATE, HAVEVIOLATED SECTIONS 6( C), 6( D) AND 9(A)(2) OF THE COMMODITYEXCHANGE ACT (THE ACT), 7 U.S.C. §§ 9, 13B AND 13(A)(2) (2006).THEREFORE, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE PROCEEDINGS BE, ANDHEREBY ARE, INSTITUTED TO DETERMINE WHETHER RESPONDENTSENGAGED IN THE VIOLATIONS SET FORTH, AND TO DETERMINE WHETHERANY ORDER SHALL BE ISSUED IMPOSING REMEDIAL SANCTIONS. OVER APERIOD OF SEVERAL YEARS, COMMENCING IN AT LEAST 2005, THECOMPANIES, BY AND THROUGH THEIR AGENTS, OFFICERS ANDEMPLOYEES LOCATED IN AT LEAST NEW YORK, LONDON AND TOKYO,REPEATEDLY ATTEMPTED TO MANIPULATE AND MADE FALSE, MISLEADINGOR KNOWINGLY INACCURATE SUBMISSIONS CONCERNING TWO GLOBALBENCHMARK INTEREST RATES, THE BRITISH BANKERS' ASSOCIATION'S(BBA) LONDON INTERBANK OFFERED RATE (LIBOR) AND THE EUROPEANBANKING FEDERATION'S (EBF) EURO INTERBANK OFFERED RATE(EURIBOR). THE COMPANIES' VIOLATIVE CONDUCT INVOLVED MULTIPLEDESKS, TRADERS, OFFICES AND CURRENCIES, INCLUDING UNITEDSTATES DOLLAR, STERLING, EURO AND YEN. THE WRONGFUL CONDUCTSPANNED FROM AT LEAST 2005 THROUGH AT LEAST 2009, AND AT TIMESOCCURRED ON AN ALMOST DAILY BASIS. THE COMPANIES' LACK OFSPECIFIC INTERNAL CONTROLS AND PROCEDURES CONCERNING ITSSUBMISSION PROCESSES FOR LIBOR AND EURIBOR AND OVERALLINADEQUATE SUPERVISION OF TRADING DESKS ALLOWED THIS CONDUCTTO OCCUR. THE COMPANIES ENGAGED IN REPEATED ACTS OFATTEMPTED MANIPULATION IN VIOLATION OF SECTIONS 6(C), 6(D), AND9(A)(2) OF THE ACT, 7 U.S.C. §§ 9, 13B, AND 13(A)(2) (2006) AND AIDED ANDABETTED THE ATTEMPTS OF TRADERS AT OTHER BANKS TO MANIPULATELIBOR AND EURIBOR IN VIOLATION OF SECTIONS 6( C), 6(D), AND 9(A)(2)OF THE ACT, 7 U.S.C. §§ 9, 13B, AND 13(A)(2) (2006).


Resolution:


No


Order







Sanction Details: IN ANTICIPATION OF THE INSTITUTION OF AN ADMINISTRATIVEPROCEEDING, RESPONDENTS HAVE SUBMITTED AN OFFER OFSETTLEMENT (OFFER), WHICH THE COMMISSION HAS DETERMINED TOACCEPT. WITHOUT ADMITTING OR DENYING THE FINDINGS ORCONCLUSIONS HEREIN, EXCEPT TO THE EXTENT RESPONDENTS ADMITTHOSE FINDINGS IN ANY RELATED ACTION AGAINST THE COMPANIES BY,OR ANY AGREEMENT WITH, THE DEPARTMENT OF JUSTICE OR ANY OTHERGOVERNMENTAL AGENCY OR OFFICE, RESPONDENTS HEREIN CONSENTTO THE ENTRY AND ACKNOWLEDGE SERVICE OF THIS ORDERINSTITUTING PROCEEDINGS PURSUANT TO SECTIONS 6(C) AND 6(D) OFTHE ACT, AS AMENDED, MAKING FINDINGS AND IMPOSING REMEDIALSANCTIONS. IN ACCEPTING THE COMPANIES' OFFER, THE COMMISSIONRECOGNIZES RESPONDENTS' SIGNIFICANT COOPERATION DURING THEDIVISION OF ENFORCEMENT'S INVESTIGATION OF THIS MATTER, WHICHINCLUDED PROVIDING IMPORTANT INFORMATION AND ANALYSIS TO THEDIVISION THAT HELPED THE DIVISION EFFICIENTLY AND EFFECTIVELYUNDERTAKE ITS INVESTIGATION. THE COMMISSION FINDS THATRESPONDENTS VIOLATED SECTIONS 6(C), 6(D), AND 9(A)(2) OF THE ACT, 7U.S.C. §§ 9, 13B, AND 13(A)(2) (2006). ACCORDINGLY, IT IS HEREBYORDERED THAT: RESPONDENTS SHALL CEASE AND DESIST FROMVIOLATING SECTIONS 6(C), 6(D), AND 9(A)(2) OF THE ACT, 7 U.S.C. §§ 9, 13B,AND 13(A)(2) (2006) OF THE ACT. RESPONDENTS, JOINTLY AND SEVERALLY,SHALL PAY A CIVIL MONETARY PENALTY OF $200 MILLION DOLLARS.RESPONDENTS AND THEIR SUCCESSORS AND ASSIGNS SHALL COMPLYWITH THE CONDITIONS AND UNDERTAKINGS SET FORTH IN THE OFFER.



Allegations: ON JUNE 27, 2012, THE CFTC AND BARCLAYS PLC, BARCLAYS BANK PLCAND BARCLAYS CAPITAL INC. (COLLECTIVELY, "BARCLAYS") ENTERED INTOA SETTLEMENT AGREEMENT THROUGH WHICH BARCLAYS CONSENTEDTO THE ENTRY OF AN ORDER INSTITUTING PROCEEDINGS PURSUANT TOSECTIONS 6(C), 6(D) AND 9(A)(2) OF THE COMMODITY EXCHANGE ACT, ASAMENDED, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS("ORDER"). FOLLOWING IS A SUMMARY OF THE CFTC'S FINDINGS IN THEORDER:

OVER A PERIOD OF SEVERAL YEARS BEGINNING AT LEAST AS EARLY AS2005, BARCLAYS, BY AND THROUGH ITS AGENTS, OFFICERS ANDEMPLOYEES LOCATED IN AT LEAST NEW YORK, LONDON AND TOKYO,ATTEMPTED TO MANIPULATE, AND MADE FALSE, MISLEADING ORKNOWINGLY INACCURATE SUBMISSIONS CONCERNING, TWO GLOBALBENCHMARK INTEREST RATES, LIBOR AND EURIBOR.

DURING THE PERIOD FROM AT LEAST MID-2005 THROUGH THE FALL OF2007, AND SPORADICALLY THEREAFTER INTO 2009, BARCLAYS BASED ITSLIBOR SUBMISSIONS FOR U.S. DOLLAR (AND AT LIMITED TIMES OTHERCURRENCIES) ON THE REQUESTS OF CURRENT AND FORMER BARCLAYSSWAPS TRADERS WHO WERE ATTEMPTING TO AFFECT THE OFFICIALLIBOR RATE IN ORDER TO BENEFIT THEIR DERIVATIVES TRADINGPOSITIONS. THIS SAME CONDUCT OCCURRED WITH RESPECT TOBARCLAYS' EURIBOR SUBMISSIONS DURING THE PERIOD OF AT LEASTMID-2005 THROUGH MID-2009.

DURING THE PERIOD FROM APPROXIMATELY MID-2005 THROUGH ATLEAST MID-2008, CERTAIN BARCLAYS EURO SWAPS TRADERSCOORDINATED WITH AND AIDED AND ABETTED TRADERS AT CERTAINOTHER BANKS TO INFLUENCE THE EURIBOR SUBMISSIONS OF MULTIPLEBANKS, INCLUDING BARCLAYS, IN ORDER TO AFFECT THE OFFICIALEURIBOR RATE AND THEREBY BENEFIT THEIR RESPECTIVE DERIVATIVESTRADING POSITIONS.

DURING THE FINANCIAL CRISIS OF LATE AUGUST 2007 THROUGH EARLY2009, BARCLAYS LOWERED ITS LIBOR SUBMISSIONS IN ORDER TOMANAGE WHAT IT BELIEVED TO BE AN INACCURATE AND NEGATIVEPUBLIC AND MEDIA PERCEPTION THAT BARCLAYS HAD A LIQUIDITYPROBLEM, BASED IN PART ON ITS HIGH LIBOR SUBMISSIONS RELATIVE TOSUBMISSIONS OF OTHER BANKS THAT BARCLAYS BELIEVED WERE TOOLOW GIVEN MARKET CONDITIONS. PURSUANT TO A DIRECTIVE BYCERTAIN MEMBERS OF BARCLAYS' SENIOR MANAGEMENT, BARCLAYSSUBMITTED LOWER RATES FOR U.S. DOLLAR LIBOR, AND AT LIMITEDTIMES YEN AND STERLING LIBOR, THAN WHAT IT HAD DETERMINED TO BETHE APPROPRIATE RATES.

BARCLAYS' LACK OF SPECIFIC INTERNAL CONTROLS AND PROCEDURESCONCERNING ITS SUBMISSION PROCESSES FOR LIBOR AND EURIBORAND ITS INADEQUATE SUPERVISION OF TRADING DESKS ALLOWED THISCONDUCT TO OCCUR.









Docket/Case Number: CFTC DOCKET NO. 12-25


ON JUNE 27, 2012, THE CFTC AND BARCLAYS PLC, BARCLAYS BANK PLCAND BARCLAYS CAPITAL INC. (COLLECTIVELY, "BARCLAYS") ENTERED INTOA SETTLEMENT AGREEMENT THROUGH WHICH BARCLAYS CONSENTEDTO THE ENTRY OF AN ORDER INSTITUTING PROCEEDINGS PURSUANT TOSECTIONS 6(C), 6(D) AND 9(A)(2) OF THE COMMODITY EXCHANGE ACT, ASAMENDED, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS("ORDER"). FOLLOWING IS A SUMMARY OF THE CFTC'S FINDINGS IN THEORDER:

OVER A PERIOD OF SEVERAL YEARS BEGINNING AT LEAST AS EARLY AS2005, BARCLAYS, BY AND THROUGH ITS AGENTS, OFFICERS ANDEMPLOYEES LOCATED IN AT LEAST NEW YORK, LONDON AND TOKYO,ATTEMPTED TO MANIPULATE, AND MADE FALSE, MISLEADING ORKNOWINGLY INACCURATE SUBMISSIONS CONCERNING, TWO GLOBALBENCHMARK INTEREST RATES, LIBOR AND EURIBOR.

DURING THE PERIOD FROM AT LEAST MID-2005 THROUGH THE FALL OF2007, AND SPORADICALLY THEREAFTER INTO 2009, BARCLAYS BASED ITSLIBOR SUBMISSIONS FOR U.S. DOLLAR (AND AT LIMITED TIMES OTHERCURRENCIES) ON THE REQUESTS OF CURRENT AND FORMER BARCLAYSSWAPS TRADERS WHO WERE ATTEMPTING TO AFFECT THE OFFICIALLIBOR RATE IN ORDER TO BENEFIT THEIR DERIVATIVES TRADINGPOSITIONS. THIS SAME CONDUCT OCCURRED WITH RESPECT TOBARCLAYS' EURIBOR SUBMISSIONS DURING THE PERIOD OF AT LEASTMID-2005 THROUGH MID-2009.

DURING THE PERIOD FROM APPROXIMATELY MID-2005 THROUGH ATLEAST MID-2008, CERTAIN BARCLAYS EURO SWAPS TRADERSCOORDINATED WITH AND AIDED AND ABETTED TRADERS AT CERTAINOTHER BANKS TO INFLUENCE THE EURIBOR SUBMISSIONS OF MULTIPLEBANKS, INCLUDING BARCLAYS, IN ORDER TO AFFECT THE OFFICIALEURIBOR RATE AND THEREBY BENEFIT THEIR RESPECTIVE DERIVATIVESTRADING POSITIONS.

DURING THE FINANCIAL CRISIS OF LATE AUGUST 2007 THROUGH EARLY2009, BARCLAYS LOWERED ITS LIBOR SUBMISSIONS IN ORDER TOMANAGE WHAT IT BELIEVED TO BE AN INACCURATE AND NEGATIVEPUBLIC AND MEDIA PERCEPTION THAT BARCLAYS HAD A LIQUIDITYPROBLEM, BASED IN PART ON ITS HIGH LIBOR SUBMISSIONS RELATIVE TOSUBMISSIONS OF OTHER BANKS THAT BARCLAYS BELIEVED WERE TOOLOW GIVEN MARKET CONDITIONS. PURSUANT TO A DIRECTIVE BYCERTAIN MEMBERS OF BARCLAYS' SENIOR MANAGEMENT, BARCLAYSSUBMITTED LOWER RATES FOR U.S. DOLLAR LIBOR, AND AT LIMITEDTIMES YEN AND STERLING LIBOR, THAN WHAT IT HAD DETERMINED TO BETHE APPROPRIATE RATES.

BARCLAYS' LACK OF SPECIFIC INTERNAL CONTROLS AND PROCEDURESCONCERNING ITS SUBMISSION PROCESSES FOR LIBOR AND EURIBORAND ITS INADEQUATE SUPERVISION OF TRADING DESKS ALLOWED THISCONDUCT TO OCCUR.







Cease and Desist


CIVIL MONETARY PENALTY, UNDERTAKING



Resolution:


Sanction Details: THE CFTC ORDERED BARCLAYS TO CEASE AND DESIST FROM VIOLATINGSECTIONS 6(C), 6(D) AND 9(A)(2) OF THE COMMODITY EXCHANGE ACT ANDIMPOSED A CIVIL MONETARY PENALTY OF $200 MILLION AGAINSTBARCLAYS PLC, BARCLAYS BANK PLC AND BARCLAYS CAPITAL INC.,JOINTLY AND SEVERALLY, WHICH MUST BE PAID BEFORE JULY 7, 2012.

IN ITS CONSENT TO THE ORDER, BARCLAYS AGREED TO UNDERTAKE THEFOLLOWING: (1) TO ENSURE THE INTEGRITY AND RELIABILITY OF ITSBENCHMARK INTEREST RATE SUBMISSION(S); AND (2) TO IDENTIFY,CONSTRUCT AND PROMOTE EFFECTIVE METHODOLOGIES ANDPROCESSES OF SETTING BENCHMARK INTEREST RATES, INCOORDINATION WITH EFFORTS BY BENCHMARK PUBLISHERS, IN ORDERTO ENSURE THE INTEGRITY AND RELIABILITY OF SUCH RATES.

BARCLAYS FURTHER REPRESENTED AND AGREED TO UNDERTAKE THATEACH BENCHMARK INTEREST RATE SUBMISSION BY BARCLAYS SHALL BEBASED UPON A RIGOROUS AND HONEST ASSESSMENT OF INFORMATION,AND SHALL NOT BE INFLUENCED BY INTERNAL OR EXTERNAL CONFLICTSOF INTEREST, OR OTHER FACTORS OR INFORMATION EXTRANEOUS TOANY RULES APPLICABLE TO THE SETTING OF A BENCHMARK INTERESTRATE.

BARCLAYS ALSO AGREED TO CERTAIN PROCESSES AND PROCEDURES INFURTHERANCE OF THESE UNDERTAKINGS.

Firm Statement IN ANTICIPATION OF AN ADMINISTRATIVE PROCEEDING, BARCLAYSSUBMITTED AN OFFER OF SETTLEMENT TO THE CFTC, WHICH THE CFTCACCEPTED ON JUNE 27, 2012 WHEN THE CFTC ISSUED THE ORDER.WITHOUT ADMITTING OR DENYING THE FINDINGS OR CONCLUSIONS SETFORTH IN THE ORDER, EXCEPT TO THE EXTENT BARCLAYS ADMITSTHOSE FINDINGS IN ANY RELATED ACTION AGAINST BARCLAYS BY, ORANY AGREEMENT WITH, THE DEPARTMENT OF JUSTICE OR ANY OTHERGOVERNMENTAL AGENCY OR OFFICE, BARCLAYS CONSENTED TO ENTRYOF THE ORDER.

THE CFTC EXPRESSLY NOTED BARCLAYS' SIGNIFICANT COOPERATIONDURING THE INVESTIGATION.

IN A RELATED MATTER, UNDER A NON-PROSECUTION AGREEMENT ("NPA")DATED JUNE 26, 2012 WITH THE U.S. DEPARTMENT OF JUSTICE CRIMINALDIVISION, FRAUD SECTION ("DOJ"), BARCLAYS BANK PLC AND ITS PARENT,SUBSIDIARIES AND AFFILIATES (COLLECTIVELY, "BARCLAYS") ADMIT,ACCEPT AND ACKNOWLEDGE RESPONSIBILITY FOR THE CONDUCT SETFORTH BY THE DEPARTMENT OF JUSTICE IN THE STATEMENT OF FACTS("STATEMENT") ATTACHED TO THE NPA. FOLLOWING IS A SUMMARY OFTHE STATEMENT:

FROM APPROXIMATELY 2005 THROUGH 2007, AND OCCASIONALLYTHEREAFTER THROUGH APPROXIMATELY 2009, CERTAIN BARCLAYSSWAPS TRADERS REQUESTED THAT CERTAIN BARCLAYS LIBOR ANDEURIBOR SUBMITTERS SUBMIT LIBOR AND EURIBOR CONTRIBUTIONSTHAT WOULD BENEFIT THE TRADERS' TRADING POSITIONS, RATHER THANRATES THAT COMPLIED WITH THE DEFINITIONS OF LIBOR AND EURIBOR.THE SUBMITTERS ACCOMMODATED THESE REQUESTS ON NUMEROUSOCCASIONS. IN ADDITION, IN SOME INSTANCES FROM AT LEAST AS EARLYAS AUGUST 2006 THROUGH APPROXIMATELY JANUARY 2007, AND THENON ANOTHER OCCASION IN OR ABOUT JUNE 2009, BARCLAYS YEN SWAPSTRADERS MADE REQUESTS TO BARCLAYS YEN LIBOR SUBMITTERS FORFAVORABLE YEN LIBOR SETTINGS. BARCLAYS YEN LIBOR SUBMITTERSACCOMMODATED THOSE REQUESTS ON SOME OCCASIONS. THEPURPOSE OF THIS ACTIVITY WAS TO MANIPULATE BARCLAYS' DOLLARAND YEN LIBOR CONTRIBUTIONS AND ITS EURIBOR CONTRIBUTIONS ANDTO INFLUENCE THE RESULTING LIBOR AND EURIBOR FIXES. ALSO, FROMAT LEAST APPROXIMATELY AUGUST 2005 THROUGH AT LEASTAPPROXIMATELY MAY 2008, CERTAIN BARCLAYS SWAPS TRADERS MADEREQUESTS OF SWAPS TRADERS AT OTHER FINANCIAL INSTITUTIONS FORFAVORABLE LIBOR AND EURIBOR CONTRIBUTIONS. SUBMISSIONS BYBARCLAYS THAT TOOK INTO ACCOUNT REQUESTS FROM SWAPSTRADERS FOR FAVORABLE TREATMENT WERE FALSE AND MISLEADING.

FROM APPROXIMATELY AUGUST 2007 THROUGH AT LEASTAPPROXIMATELY JANUARY 2009, BARCLAYS OFTEN SUBMITTEDINACCURATE DOLLAR LIBORS THAT UNDER-REPORTED ITS PERCEPTIONOF ITS BORROWING COSTS AND ITS ASSESSMENT OF AN APPROPRIATEDOLLAR LIBOR SUBMISSION, AND WERE NEARER TO THE EXPECTED RATECONTRIBUTIONS OF OTHER BANKS, AT THE DIRECTION OF CERTAINMEMBERS OF MANAGEMENT OF BARCLAYS, INCLUDING SENIORMANAGERS IN THE TREASURY DEPARTMENT AND MANAGERS OF THEMONEY MARKETS DESK. SUCH RATES WERE FALSE BECAUSE THEY WERELOWER THAN BARCLAYS OTHERWISE WOULD HAVE SUBMITTED ANDCONTRARY TO THE DEFINITION OF LIBOR. THIS WAS DONE TO PROTECTBARCLAYS' REPUTATION AGAINST MEDIA AND MARKET PERCEPTIONSTHAT BARCLAYS HAD A LIQUIDITY PROBLEM BASED IN PART ON ITS HIGHLIBOR SUBMISSIONS RELATIVE TO THE SUBMISSIONS OF OTHER BANKS,WHICH BARCLAYS BELIEVED WERE TOO LOW GIVEN MARKETCONDITIONS.THE MANIPULATION OF BARCLAYS' SUBMISSIONS AFFECTED THE FIXEDRATES ON SOME OCCASIONS.

BARCLAYS AGREED TO PAY A MONETARY PENALTY OF $160,000,000 TOTHE UNITED STATES TREASURY BY JULY 6, 2012.IN THE NPA, THE DOJ EXPRESSLY NOTED BARCLAYS' THOROUGH ANDTIMELY COOPERATION AND COMMITMENT TO FUTURE COOPERATIONWITH THE DOJ AND OTHER GOVERNMENT AUTHORITIES IN THE UNITEDSTATES AND UNITED KINGDOM.


Order






IN ANTICIPATION OF AN ADMINISTRATIVE PROCEEDING, BARCLAYSSUBMITTED AN OFFER OF SETTLEMENT TO THE CFTC, WHICH THE CFTCACCEPTED ON JUNE 27, 2012 WHEN THE CFTC ISSUED THE ORDER.WITHOUT ADMITTING OR DENYING THE FINDINGS OR CONCLUSIONS SETFORTH IN THE ORDER, EXCEPT TO THE EXTENT BARCLAYS ADMITSTHOSE FINDINGS IN ANY RELATED ACTION AGAINST BARCLAYS BY, ORANY AGREEMENT WITH, THE DEPARTMENT OF JUSTICE OR ANY OTHERGOVERNMENTAL AGENCY OR OFFICE, BARCLAYS CONSENTED TO ENTRYOF THE ORDER.











IN ANTICIPATION OF AN ADMINISTRATIVE PROCEEDING, BARCLAYSSUBMITTED AN OFFER OF SETTLEMENT TO THE CFTC, WHICH THE CFTCACCEPTED ON JUNE 27, 2012 WHEN THE CFTC ISSUED THE ORDER.WITHOUT ADMITTING OR DENYING THE FINDINGS OR CONCLUSIONS SETFORTH IN THE ORDER, EXCEPT TO THE EXTENT BARCLAYS ADMITSTHOSE FINDINGS IN ANY RELATED ACTION AGAINST BARCLAYS BY, ORANY AGREEMENT WITH, THE DEPARTMENT OF JUSTICE OR ANY OTHERGOVERNMENTAL AGENCY OR OFFICE, BARCLAYS CONSENTED TO ENTRYOF THE ORDER.






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Allegations: FINRA RULE 2010, NASD RULES 2110, 3010: THE FIRM MISREPRESENTEDTHE HISTORICAL DELINQUENCY RATES FOR SUBPRIME RMBS ON ITSREGULATION AB (REG AB) WEBSITE. AS UNDERWRITER, THE FIRM WASBOTH INVOLVED IN THE PREPARATION OF THE OFFERING DOCUMENTSFOR EACH SUBPRIME RESIDENTIAL MORTGAGE-BACKED SECURITIZATION(RMBS) AND SOLD THESE SECURITIES TO INSTITUTIONAL INVESTORS.SUBPRIME RMBS SECURITIES ARE CREATED WHEN POOLS OF SUBPRIMEMORTGAGES ARE COLLECTED AND THE CASH FLOWS AREREDISTRIBUTED TO DIFFERENT BOND CLASSES CALLED TRANCHES. ONDECEMBER 5, 2005, REGULATION AB BECAME EFFECTIVE. UNDERREGULATION AB, ISSUERS OF RMBS ARE REQUIRED TO DISCLOSEHISTORICAL PERFORMANCE INFORMATION, INCLUDING DELINQUENCYRATES, FOR PRIOR SECURITIZATIONS THAT CONTAIN SIMILAR MORTGAGELOANS AS COLLATERAL. SEVERAL ITEMS IN REGULATION AB REQUIRETHE PRESENTATION OF HISTORICAL INFORMATION AND DATA ONDELINQUENCIES AND LOSS INFORMATION, INCLUDING (1) THE TOTALAMOUNT OF DELINQUENT ASSETS AS A PERCENTAGE OF THEAGGREGATE ASSET POOL, (2) THE PRESENT LOSS AND CUMULATIVE LOSSINFORMATION AND (3) OTHER MATERIAL INFORMATION REGARDINGDELINQUENCIES AND LOSSES PARTICULAR TO THE POOL ASSET TYPES.IN ORDER TO SELL A NEW SECURITIZATION, THE FIRM WAS REQUIRED TOPOST DATA ON HOW SIMILAR SECURITIZATIONS THAT IT HADUNDERWRITTEN HAD PERFORMED IN THE PAST. THIS DISCLOSUREREQUIREMENT COULD BE SATISFIED BY POSTING THE HISTORICALDELINQUENCY DATA ON A REG AB WEBSITE WITH A SPECIFIC INTERNETADDRESS, WHICH FOR SECURITIZATIONS ISSUED ON OR AFTER JANUARY1, 2006, IS DEEMED TO BE PART OF THE PROSPECTUS. IN OR ABOUTOCTOBER 2006, THE FIRM LEARNED THAT A TRUSTEE EMPLOYED ONCERTAIN OF ITS SUBPRIME SECURITIZATIONS (THE TRUSTEE) HADPROVIDED ERRONEOUS MORTGAGE DELINQUENCY DATA IN ITSREPORTS. THIS DELINQUENCY DATA WAS USED TO POPULATE THE FIRM'SREG AB WEBSITE. AFTER THE FIRM NOTIFIED THE TRUSTEE ABOUT THEERRONEOUS MORTGAGE DELINQUENCY DATA, THE TRUSTEE CONFIRMEDIT HAD PROVIDED TO THE FIRM INACCURATE DATA ON MORTGAGEDELINQUENCIES FOR FOUR SUBPRIME RMBS FOR THE PERIOD FROMMARCH 2006 THROUGH SEPTEMBER 2006. THE TRUSTEE SUBSEQUENTLYADVISED THE FIRM THAT IT HAD RESOLVED THE PROBLEMS UNDERLYINGTHESE REPORTING ERRORS AND HAD UPLOADED CORRECTED DATA TOITS INVESTOR REPORTING WEBSITE IN NOVEMBER 2006. THE FIRM DIDNOT UPLOAD CORRECTED DATA TO ITS REG AB WEBSITE. HOWEVER,PRIOR TO MARCH 2007, THE INACCURATE DELINQUENCY DATA POSTEDON THE FIRM'S REG AB WEBSITE WAS IMMATERIAL. FROM JANUARY 2006AND THROUGH FEBRUARY 2007, THE HISTORICAL DELINQUENCYINFORMATION DISPLAYED ON THE FIRM'S REG AB WEBSITE DID NOTPRESENT THE PERFORMANCE HISTORY OF THE MORTGAGES IN EACHINDIVIDUAL SECURITIZATION. RATHER, THE INFORMATION ON THEPERFORMANCE OF MORTGAGES IN RMBS DEALS SECURITIZED BY THEFIRM WAS PROVIDED IN "MASTER POOLS." EACH MASTER POOLCONTAINED THE HISTORICAL DELINQUENCY INFORMATION FORNUMEROUS PRIOR SECURITIZATIONS, GENERALLY ALL THE RMBS THATTHE FIRM HAD UNDERWRITTEN IN A CALENDAR YEAR. THUS, ANINVESTOR WHO ACCESSED THE REG AB WEBSITE WOULD SEEPERFORMANCE FIGURES FOR ALL MORTGAGES ISSUED IN 2006, BUTWOULD NOT SEE HOW MORTGAGES WERE PERFORMING IN EACHINDIVIDUAL RMBS. IN MARCH 2007, THE FIRM RECONFIGURED ITS REG ABWEBSITE TO ALLOW INVESTORS TO VIEW HISTORICAL PERFORMANCEINFORMATION FOR SIMILAR SUBPRIME RMBS ON A DEAL-BY-DEAL BASIS.BY ERROR, DURING THESE CHANGES TO THE WEBSITE, FOR THREESUBPRIME RMBS THE FIRM POSTED THE SAME INACCURATEDELINQUENCY FIGURES THAT HAD PREVIOUSLY BEEN USED IN THEMASTER POOL DATA FOR THE SAME SECURITIZATIONS FOR THE PERIODFROM MARCH 2006 THROUGH SEPTEMBER 2006. THE FIRM DID NOTENSURE THAT THE CORRECTED TRUSTEE DATA WAS USED TO POPULATETHE REG AB WEBSITE, AND DID NOT DETECT THIS ERROR. THEERRONEOUS INFORMATION REMAINED ON THE FIRM REG AB WEBSITEUNTIL DECEMBER 2010. THE FIRM ONLY DISCOVERED THAT THIS POSTEDINFORMATION WAS INACCURATE AFTER RECEIVING FINRA'S INQUIRYREGARDING THIS MATTER. (CONT. IN COMMENT)







FINRA RULE 2010, NASD RULES 2110, 3010: THE FIRM MISREPRESENTEDTHE HISTORICAL DELINQUENCY RATES FOR SUBPRIME RMBS ON ITSREGULATION AB (REG AB) WEBSITE. AS UNDERWRITER, THE FIRM WASBOTH INVOLVED IN THE PREPARATION OF THE OFFERING DOCUMENTSFOR EACH SUBPRIME RESIDENTIAL MORTGAGE-BACKED SECURITIZATION(RMBS) AND SOLD THESE SECURITIES TO INSTITUTIONAL INVESTORS.SUBPRIME RMBS SECURITIES ARE CREATED WHEN POOLS OF SUBPRIMEMORTGAGES ARE COLLECTED AND THE CASH FLOWS AREREDISTRIBUTED TO DIFFERENT BOND CLASSES CALLED TRANCHES. ONDECEMBER 5, 2005, REGULATION AB BECAME EFFECTIVE. UNDERREGULATION AB, ISSUERS OF RMBS ARE REQUIRED TO DISCLOSEHISTORICAL PERFORMANCE INFORMATION, INCLUDING DELINQUENCYRATES, FOR PRIOR SECURITIZATIONS THAT CONTAIN SIMILAR MORTGAGELOANS AS COLLATERAL. SEVERAL ITEMS IN REGULATION AB REQUIRETHE PRESENTATION OF HISTORICAL INFORMATION AND DATA ONDELINQUENCIES AND LOSS INFORMATION, INCLUDING (1) THE TOTALAMOUNT OF DELINQUENT ASSETS AS A PERCENTAGE OF THEAGGREGATE ASSET POOL, (2) THE PRESENT LOSS AND CUMULATIVE LOSSINFORMATION AND (3) OTHER MATERIAL INFORMATION REGARDINGDELINQUENCIES AND LOSSES PARTICULAR TO THE POOL ASSET TYPES.IN ORDER TO SELL A NEW SECURITIZATION, THE FIRM WAS REQUIRED TOPOST DATA ON HOW SIMILAR SECURITIZATIONS THAT IT HADUNDERWRITTEN HAD PERFORMED IN THE PAST. THIS DISCLOSUREREQUIREMENT COULD BE SATISFIED BY POSTING THE HISTORICALDELINQUENCY DATA ON A REG AB WEBSITE WITH A SPECIFIC INTERNETADDRESS, WHICH FOR SECURITIZATIONS ISSUED ON OR AFTER JANUARY1, 2006, IS DEEMED TO BE PART OF THE PROSPECTUS. IN OR ABOUTOCTOBER 2006, THE FIRM LEARNED THAT A TRUSTEE EMPLOYED ONCERTAIN OF ITS SUBPRIME SECURITIZATIONS (THE TRUSTEE) HADPROVIDED ERRONEOUS MORTGAGE DELINQUENCY DATA IN ITSREPORTS. THIS DELINQUENCY DATA WAS USED TO POPULATE THE FIRM'SREG AB WEBSITE. AFTER THE FIRM NOTIFIED THE TRUSTEE ABOUT THEERRONEOUS MORTGAGE DELINQUENCY DATA, THE TRUSTEE CONFIRMEDIT HAD PROVIDED TO THE FIRM INACCURATE DATA ON MORTGAGEDELINQUENCIES FOR FOUR SUBPRIME RMBS FOR THE PERIOD FROMMARCH 2006 THROUGH SEPTEMBER 2006. THE TRUSTEE SUBSEQUENTLYADVISED THE FIRM THAT IT HAD RESOLVED THE PROBLEMS UNDERLYINGTHESE REPORTING ERRORS AND HAD UPLOADED CORRECTED DATA TOITS INVESTOR REPORTING WEBSITE IN NOVEMBER 2006. THE FIRM DIDNOT UPLOAD CORRECTED DATA TO ITS REG AB WEBSITE. HOWEVER,PRIOR TO MARCH 2007, THE INACCURATE DELINQUENCY DATA POSTEDON THE FIRM'S REG AB WEBSITE WAS IMMATERIAL. FROM JANUARY 2006AND THROUGH FEBRUARY 2007, THE HISTORICAL DELINQUENCYINFORMATION DISPLAYED ON THE FIRM'S REG AB WEBSITE DID NOTPRESENT THE PERFORMANCE HISTORY OF THE MORTGAGES IN EACHINDIVIDUAL SECURITIZATION. RATHER, THE INFORMATION ON THEPERFORMANCE OF MORTGAGES IN RMBS DEALS SECURITIZED BY THEFIRM WAS PROVIDED IN "MASTER POOLS." EACH MASTER POOLCONTAINED THE HISTORICAL DELINQUENCY INFORMATION FORNUMEROUS PRIOR SECURITIZATIONS, GENERALLY ALL THE RMBS THATTHE FIRM HAD UNDERWRITTEN IN A CALENDAR YEAR. THUS, ANINVESTOR WHO ACCESSED THE REG AB WEBSITE WOULD SEEPERFORMANCE FIGURES FOR ALL MORTGAGES ISSUED IN 2006, BUTWOULD NOT SEE HOW MORTGAGES WERE PERFORMING IN EACHINDIVIDUAL RMBS. IN MARCH 2007, THE FIRM RECONFIGURED ITS REG ABWEBSITE TO ALLOW INVESTORS TO VIEW HISTORICAL PERFORMANCEINFORMATION FOR SIMILAR SUBPRIME RMBS ON A DEAL-BY-DEAL BASIS.BY ERROR, DURING THESE CHANGES TO THE WEBSITE, FOR THREESUBPRIME RMBS THE FIRM POSTED THE SAME INACCURATEDELINQUENCY FIGURES THAT HAD PREVIOUSLY BEEN USED IN THEMASTER POOL DATA FOR THE SAME SECURITIZATIONS FOR THE PERIODFROM MARCH 2006 THROUGH SEPTEMBER 2006. THE FIRM DID NOTENSURE THAT THE CORRECTED TRUSTEE DATA WAS USED TO POPULATETHE REG AB WEBSITE, AND DID NOT DETECT THIS ERROR. THEERRONEOUS INFORMATION REMAINED ON THE FIRM REG AB WEBSITEUNTIL DECEMBER 2010. THE FIRM ONLY DISCOVERED THAT THIS POSTEDINFORMATION WAS INACCURATE AFTER RECEIVING FINRA'S INQUIRYREGARDING THIS MATTER. (CONT. IN COMMENT) 220©2020 FINRA. All rights reserved. Report about BARCLAYS CAPITAL INC.





Initiated By: FINRA


Other


N/A




Other Product Type(s): SUBPRIME RESIDENTIAL MORTGAGE-BACKED SECURITIZATIONS

FINRA RULE 2010, NASD RULES 2110, 3010: THE FIRM MISREPRESENTEDTHE HISTORICAL DELINQUENCY RATES FOR SUBPRIME RMBS ON ITSREGULATION AB (REG AB) WEBSITE. AS UNDERWRITER, THE FIRM WASBOTH INVOLVED IN THE PREPARATION OF THE OFFERING DOCUMENTSFOR EACH SUBPRIME RESIDENTIAL MORTGAGE-BACKED SECURITIZATION(RMBS) AND SOLD THESE SECURITIES TO INSTITUTIONAL INVESTORS.SUBPRIME RMBS SECURITIES ARE CREATED WHEN POOLS OF SUBPRIMEMORTGAGES ARE COLLECTED AND THE CASH FLOWS AREREDISTRIBUTED TO DIFFERENT BOND CLASSES CALLED TRANCHES. ONDECEMBER 5, 2005, REGULATION AB BECAME EFFECTIVE. UNDERREGULATION AB, ISSUERS OF RMBS ARE REQUIRED TO DISCLOSEHISTORICAL PERFORMANCE INFORMATION, INCLUDING DELINQUENCYRATES, FOR PRIOR SECURITIZATIONS THAT CONTAIN SIMILAR MORTGAGELOANS AS COLLATERAL. SEVERAL ITEMS IN REGULATION AB REQUIRETHE PRESENTATION OF HISTORICAL INFORMATION AND DATA ONDELINQUENCIES AND LOSS INFORMATION, INCLUDING (1) THE TOTALAMOUNT OF DELINQUENT ASSETS AS A PERCENTAGE OF THEAGGREGATE ASSET POOL, (2) THE PRESENT LOSS AND CUMULATIVE LOSSINFORMATION AND (3) OTHER MATERIAL INFORMATION REGARDINGDELINQUENCIES AND LOSSES PARTICULAR TO THE POOL ASSET TYPES.IN ORDER TO SELL A NEW SECURITIZATION, THE FIRM WAS REQUIRED TOPOST DATA ON HOW SIMILAR SECURITIZATIONS THAT IT HADUNDERWRITTEN HAD PERFORMED IN THE PAST. THIS DISCLOSUREREQUIREMENT COULD BE SATISFIED BY POSTING THE HISTORICALDELINQUENCY DATA ON A REG AB WEBSITE WITH A SPECIFIC INTERNETADDRESS, WHICH FOR SECURITIZATIONS ISSUED ON OR AFTER JANUARY1, 2006, IS DEEMED TO BE PART OF THE PROSPECTUS. IN OR ABOUTOCTOBER 2006, THE FIRM LEARNED THAT A TRUSTEE EMPLOYED ONCERTAIN OF ITS SUBPRIME SECURITIZATIONS (THE TRUSTEE) HADPROVIDED ERRONEOUS MORTGAGE DELINQUENCY DATA IN ITSREPORTS. THIS DELINQUENCY DATA WAS USED TO POPULATE THE FIRM'SREG AB WEBSITE. AFTER THE FIRM NOTIFIED THE TRUSTEE ABOUT THEERRONEOUS MORTGAGE DELINQUENCY DATA, THE TRUSTEE CONFIRMEDIT HAD PROVIDED TO THE FIRM INACCURATE DATA ON MORTGAGEDELINQUENCIES FOR FOUR SUBPRIME RMBS FOR THE PERIOD FROMMARCH 2006 THROUGH SEPTEMBER 2006. THE TRUSTEE SUBSEQUENTLYADVISED THE FIRM THAT IT HAD RESOLVED THE PROBLEMS UNDERLYINGTHESE REPORTING ERRORS AND HAD UPLOADED CORRECTED DATA TOITS INVESTOR REPORTING WEBSITE IN NOVEMBER 2006. THE FIRM DIDNOT UPLOAD CORRECTED DATA TO ITS REG AB WEBSITE. HOWEVER,PRIOR TO MARCH 2007, THE INACCURATE DELINQUENCY DATA POSTEDON THE FIRM'S REG AB WEBSITE WAS IMMATERIAL. FROM JANUARY 2006AND THROUGH FEBRUARY 2007, THE HISTORICAL DELINQUENCYINFORMATION DISPLAYED ON THE FIRM'S REG AB WEBSITE DID NOTPRESENT THE PERFORMANCE HISTORY OF THE MORTGAGES IN EACHINDIVIDUAL SECURITIZATION. RATHER, THE INFORMATION ON THEPERFORMANCE OF MORTGAGES IN RMBS DEALS SECURITIZED BY THEFIRM WAS PROVIDED IN "MASTER POOLS." EACH MASTER POOLCONTAINED THE HISTORICAL DELINQUENCY INFORMATION FORNUMEROUS PRIOR SECURITIZATIONS, GENERALLY ALL THE RMBS THATTHE FIRM HAD UNDERWRITTEN IN A CALENDAR YEAR. THUS, ANINVESTOR WHO ACCESSED THE REG AB WEBSITE WOULD SEEPERFORMANCE FIGURES FOR ALL MORTGAGES ISSUED IN 2006, BUTWOULD NOT SEE HOW MORTGAGES WERE PERFORMING IN EACHINDIVIDUAL RMBS. IN MARCH 2007, THE FIRM RECONFIGURED ITS REG ABWEBSITE TO ALLOW INVESTORS TO VIEW HISTORICAL PERFORMANCEINFORMATION FOR SIMILAR SUBPRIME RMBS ON A DEAL-BY-DEAL BASIS.BY ERROR, DURING THESE CHANGES TO THE WEBSITE, FOR THREESUBPRIME RMBS THE FIRM POSTED THE SAME INACCURATEDELINQUENCY FIGURES THAT HAD PREVIOUSLY BEEN USED IN THEMASTER POOL DATA FOR THE SAME SECURITIZATIONS FOR THE PERIODFROM MARCH 2006 THROUGH SEPTEMBER 2006. THE FIRM DID NOTENSURE THAT THE CORRECTED TRUSTEE DATA WAS USED TO POPULATETHE REG AB WEBSITE, AND DID NOT DETECT THIS ERROR. THEERRONEOUS INFORMATION REMAINED ON THE FIRM REG AB WEBSITEUNTIL DECEMBER 2010. THE FIRM ONLY DISCOVERED THAT THIS POSTEDINFORMATION WAS INACCURATE AFTER RECEIVING FINRA'S INQUIRYREGARDING THIS MATTER. (CONT. IN COMMENT)


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS,THEREFORE THE FIRM IS CENSURED AND FINED $3,000,000. FINE PAID INFULL DECEMBER 30, 2011.

Regulator Statement IN DECEMBER 2010, THE FIRM CORRECTED THE POSTED INFORMATIONTHAT WAS INACCURATE. AT THE TIME THAT INACCURATE INFORMATIONON MORTGAGE DELINQUENCIES WAS POSTED ON THE FIRM'S REG ABWEBSITE DURING THE SITE RECONFIGURATION, THE FIRM WAS AWAREOF THE PRIOR REPORTING ERRORS BY THE TRUSTEE AND WASRESPONSIBLE FOR POPULATING AND MAINTAINING THE WEBSITE.SPECIFICALLY, FOR EACH OF TWO SUBPRIME RMBS, INACCURATEHISTORICAL DELINQUENCY RATES WERE REPORTED FORAPPROXIMATELY FOUR MONTHS EACH DURING AN OVERALL PERIOD OFAPPROXIMATELY NINE MONTHS. THE INACCURATE INFORMATION ONTHESE TWO RMBS WAS HYPERLINKED TO FIVE SUBSEQUENT RMBSSECURITIZATIONS TOTALING $3,968,123,000. THE OFFERING MATERIALSFOR THESE FIVE SECURITIZATIONS REFERRED INVESTORS TO THE FIRM'SREG AB WEBSITE THAT INCLUDED, AMONG OTHER THINGS, THEINACCURATE DATA. SIMILARLY INACCURATE INFORMATION ON MORTGAGEPERFORMANCE WAS ALSO POSTED ON THE FIRM'S REG AB WEBSITE FORANOTHER SUBPRIME RMBS, BUT FOR THIS SECURITIZATION, SUCHDELINQUENCY INFORMATION WAS MISSTATED FOR A PERIOD OF ONLYONE MONTH. BECAUSE OF THESE ERRORS, WHICH VARIOUSLY UNDER-REPORTED AND OVER-REPORTED THE EXTENT OF DELINQUENT LOANS INTHE REFERENCED SECURITIZATIONS, THE FAIR MARKET VALUE, THEYIELDS ON THE CERTIFICATES, ANTICIPATED HOLDING PERIODS ANDANTICIPATED PERFORMANCE OF THE SUBSEQUENT RMBSSECURITIZATIONS MAY HAVE BEEN IMPROPERLY EVALUATED BYPOTENTIAL INVESTORS. AS THE UNDERWRITER AND SELLER OFSUBPRIME RMBS, THE FIRM FAILED TO ESTABLISH A REASONABLESYSTEM TO SUPERVISE THE MAINTENANCE, UPDATING AND REVIEW OFITS REG AB WEBSITE-IN PARTICULAR, BY FAILING TO PROVIDE FORFOLLOW-UP AND REVIEW OF SUPERVISION WITH REGARD TO THEACCURACY OF ITS REG AB WEBSITE. IN MARCH 2007, WHEN THE FIRMRECONFIGURED ITS REG AB WEBSITE TO ALLOW ITS INVESTORS TO VIEWHISTORICAL PERFORMANCE INFORMATION ON A DEAL-BY-DEAL BASIS,THE FIRM DID NOT ENSURE THAT THE INFORMATION BEING POSTED WASACCURATE. AFTER THE REG AB WEBSITE HAD BEEN RECONFIGURED, THEFIRM DID NOT TAKE REASONABLE STEPS TO IDENTIFY AND CORRECT THEINACCURATE INFORMATION TO ENSURE THAT SUBSEQUENT RMBSOFFERINGS WOULD BE SOLD ON THE BASIS OF ACCURATE INFORMATION.NOR, IN FACT, DID THE FIRM SUBSEQUENTLY REVIEW THE REG ABWEBSITE TO ENSURE THAT THE REVISED TRUSTEE DATA HAD BEENPOSTED. INDEED, IT WAS NOT UNTIL LATE 2010, AFTER A FINRA INQUIRYINTO THE MATTER, THAT THE FIRM DISCOVERED ITS REPORTING ERRORSAND CORRECTED ITS REG AB WEBSITE. AS A RESULT OF THESE FAILURESTO SUPERVISE ITS REG AB WEBSITE, DURING THE PERIOD FROM MARCH2007 TO DECEMBER 2010, THE FIRM FAILED TO PROVIDE ACCURATEINFORMATION ON RMBS DELINQUENCY RATES.


No









IN DECEMBER 2010, THE FIRM CORRECTED THE POSTED INFORMATIONTHAT WAS INACCURATE. AT THE TIME THAT INACCURATE INFORMATIONON MORTGAGE DELINQUENCIES WAS POSTED ON THE FIRM'S REG ABWEBSITE DURING THE SITE RECONFIGURATION, THE FIRM WAS AWAREOF THE PRIOR REPORTING ERRORS BY THE TRUSTEE AND WASRESPONSIBLE FOR POPULATING AND MAINTAINING THE WEBSITE.SPECIFICALLY, FOR EACH OF TWO SUBPRIME RMBS, INACCURATEHISTORICAL DELINQUENCY RATES WERE REPORTED FORAPPROXIMATELY FOUR MONTHS EACH DURING AN OVERALL PERIOD OFAPPROXIMATELY NINE MONTHS. THE INACCURATE INFORMATION ONTHESE TWO RMBS WAS HYPERLINKED TO FIVE SUBSEQUENT RMBSSECURITIZATIONS TOTALING $3,968,123,000. THE OFFERING MATERIALSFOR THESE FIVE SECURITIZATIONS REFERRED INVESTORS TO THE FIRM'SREG AB WEBSITE THAT INCLUDED, AMONG OTHER THINGS, THEINACCURATE DATA. SIMILARLY INACCURATE INFORMATION ON MORTGAGEPERFORMANCE WAS ALSO POSTED ON THE FIRM'S REG AB WEBSITE FORANOTHER SUBPRIME RMBS, BUT FOR THIS SECURITIZATION, SUCHDELINQUENCY INFORMATION WAS MISSTATED FOR A PERIOD OF ONLYONE MONTH. BECAUSE OF THESE ERRORS, WHICH VARIOUSLY UNDER-REPORTED AND OVER-REPORTED THE EXTENT OF DELINQUENT LOANS INTHE REFERENCED SECURITIZATIONS, THE FAIR MARKET VALUE, THEYIELDS ON THE CERTIFICATES, ANTICIPATED HOLDING PERIODS ANDANTICIPATED PERFORMANCE OF THE SUBSEQUENT RMBSSECURITIZATIONS MAY HAVE BEEN IMPROPERLY EVALUATED BYPOTENTIAL INVESTORS. AS THE UNDERWRITER AND SELLER OFSUBPRIME RMBS, THE FIRM FAILED TO ESTABLISH A REASONABLESYSTEM TO SUPERVISE THE MAINTENANCE, UPDATING AND REVIEW OFITS REG AB WEBSITE-IN PARTICULAR, BY FAILING TO PROVIDE FORFOLLOW-UP AND REVIEW OF SUPERVISION WITH REGARD TO THEACCURACY OF ITS REG AB WEBSITE. IN MARCH 2007, WHEN THE FIRMRECONFIGURED ITS REG AB WEBSITE TO ALLOW ITS INVESTORS TO VIEWHISTORICAL PERFORMANCE INFORMATION ON A DEAL-BY-DEAL BASIS,THE FIRM DID NOT ENSURE THAT THE INFORMATION BEING POSTED WASACCURATE. AFTER THE REG AB WEBSITE HAD BEEN RECONFIGURED, THEFIRM DID NOT TAKE REASONABLE STEPS TO IDENTIFY AND CORRECT THEINACCURATE INFORMATION TO ENSURE THAT SUBSEQUENT RMBSOFFERINGS WOULD BE SOLD ON THE BASIS OF ACCURATE INFORMATION.NOR, IN FACT, DID THE FIRM SUBSEQUENTLY REVIEW THE REG ABWEBSITE TO ENSURE THAT THE REVISED TRUSTEE DATA HAD BEENPOSTED. INDEED, IT WAS NOT UNTIL LATE 2010, AFTER A FINRA INQUIRYINTO THE MATTER, THAT THE FIRM DISCOVERED ITS REPORTING ERRORSAND CORRECTED ITS REG AB WEBSITE. AS A RESULT OF THESE FAILURESTO SUPERVISE ITS REG AB WEBSITE, DURING THE PERIOD FROM MARCH2007 TO DECEMBER 2010, THE FIRM FAILED TO PROVIDE ACCURATEINFORMATION ON RMBS DELINQUENCY RATES.


Allegations: FINRA ALLEGED THAT BCI FAILED TO SUPPLY INVESTORS WITH ACCURATEINFORMATION WITH RESPECT TO CERTAIN MORTGAGE-BACKEDSECURITIZATIONS ON THE WEBSITE MAINTAINED BY BCI PURSUANT TOTHE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSIONREGULATION AB ("REG. AB WEBSITE"). FINRA ALLEGED THAT BCI'SFAILURE TO MAINTAIN ACCURATE INFORMATION ON ITS REG. AB WEBSITERESULTED IN THE VIOLATION NATIONAL ASSOCIATION OF SECURITIESDEALERS RULES 3010 AND 2110, AND FINRA RULE 2010.







Initiated By: FINRA


Censure





Other Product Type(s): SUBPRIME RESIDENTIAL MORTGAGE-BACKED SECURITIZATIONS

FINRA ALLEGED THAT BCI FAILED TO SUPPLY INVESTORS WITH ACCURATEINFORMATION WITH RESPECT TO CERTAIN MORTGAGE-BACKEDSECURITIZATIONS ON THE WEBSITE MAINTAINED BY BCI PURSUANT TOTHE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSIONREGULATION AB ("REG. AB WEBSITE"). FINRA ALLEGED THAT BCI'SFAILURE TO MAINTAIN ACCURATE INFORMATION ON ITS REG. AB WEBSITERESULTED IN THE VIOLATION NATIONAL ASSOCIATION OF SECURITIESDEALERS RULES 3010 AND 2110, AND FINRA RULE 2010.


Resolution:


Sanction Details: BCI, WITHOUT ADMITTING OR DENYING FINRA'S ALLEGATIONS ANDFINDINGS, HAS VOLUNTARILY AGREED TO CENSURE, AND TO PAY A FINEOF $3,000,000. THE FINE WAS PAID ON DECEMBER 28, 2011.



Disclosure 75 of 90

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Initiated By: FINRA






Allegations: NASD RULES 6230(B), 6230(C)(6) - BARCLAYS CAPITAL, INC. FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES THAT IT WAS REQUIREDTO REPORT. THE FIRM FAILED TO REPORT TO TRACE THE CORRECTCONTRA-PARTY'S IDENTIFIER FOR TRANSACTIONS IN TRACE-ELIGIBLESECURITIES.












Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $10,000 AND REQUIRED TOREPORT TO TRACE THE TRANSACTIONS NOT PREVIOUSLY REPORTED.WITHIN 30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NAC, AREGISTERED PRINCIPAL OF THE FIRM SHALL SUBMIT TO FINRA AREPRESENTATION THAT THE FIRM HAS REPORTED THE PREVIOUSLYUNREPORTED TRANSACTIONS TO TRACE AND THE DATE THEY WEREREPORTED.


No




Initiated By: FINANCIAL INDUSTRY REGULATORY AUTHORITY




Allegations: NASD RULES 6230(B), 6230(C)(6) - BARCLAYS CAPITAL, INC. FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES THAT IT WAS REQUIREDTO REPORT. THE FIRM FAILED TO REPORT TO TRACE THE CORRECTCONTRA-PARTY'S IDENTIFIER FOR TRANSACTIONS IN TRACE-ELIGIBLESECURITIES.













Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $10,000 AND REQUIRED TOREPORT TO TRACE THE TRANSACTIONS NOT PREVIOUSLY REPORTED.WITHIN 30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NAC, AREGISTERED PRINCIPAL OF THE FIRM SHALL SUBMIT TO FINRA AREPRESENTATION THAT THE FIRM HAS REPORTED THE PREVIOUSLYUNREPORTED TRANSACTIONS TO TRACE AND THE DATE THEY WEREREPORTED.



Disclosure 76 of 90

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Initiated By: FINRA






Other Product Type(s): UNSPECIFIED SECURITY

Allegations: FINRA RULE 5260 - BARCLAYS CAPITAL INC. EFFECTED, DIRECTLY ORINDIRECTLY, TRANSACTIONS IN A SECURITY WHILE A TRADING PAUSE WASIN EFFECT.









Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS FINED $5,000.


No












Allegations: FINRA RULE 5260 - BARCLAYS CAPITAL INC. EFFECTED, DIRECTLY ORINDIRECTLY,TRANSACTIONS IN A SECURITY WHILE A TRADING PAUSE WASIN EFFECT.



Resolution:










Sanction Details: THE DISPOSITION RESULTED IN A MONETARY/FINE IN THE AMOUNT OF$5,000.00 WHICH WAS PAID VIA WIRE TRANSFER ON 4/14/11.

Firm Statement BARCLAYS BELIEVES THAT WE TOOK ALL REASONABLE STEPS TOENSURE COMPLIANCE WITH THE QUICKLY ADOPTED SSCB RULES. ASEXPLAINED IN THE STATEMENT OF MITIGATION, BARCLAYS COMMITTEDSIGNIFICANT RESOURCES IN A CONCENTRATED PERIOD OF TIME TO THEIMPLEMENTATION OF THE SSCB RULES, AND WE BELIEVED THAT WE HADAPPROPRIATELY ADDRESSED POTENTIAL ISSUES. THE SPEED WITHWHICH THE RULES WERE ADOPTED AND IMPLEMENTED WAS VIRTUALLYUNPRECEDENTED. BARCLAYS WORKED DILIGENTLY, BOTH INTERNALLYAND EXTERNALLY WITH THE EXCHANGES, TO IMPLEMENT THENECESSARY SYSTEMS AND CONTROLS TO COMPLY WITH THE NEWREQUIREMENTS. THE FIRM PARTICIPATED IN THE INDUSTRY WIDETESTING, AND DILIGENTLY WORKED TO ADDRESS THE ISSUES THAT WEREIDENTIFIED DURING THE TESTS, BEFORE THE RULES TOOK EFFECT. THEFIRM QUICKLY REMEDIATED THE TECHNOLOGY ISSUE THAT CAUSED THETRADING TO OCCUR, BOTH TACTICALLY AND STRATEGICALLY.

Disclosure 77 of 90

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Allegations: SEC RULES 10B-10, 17A-3, 605 OF REGULATION NMS, FINRA RULE 7450,NASD RULES 3110, 4632 - BARCLAY CAPITAL INC., UNDER ITS MAINMARKET PARTICIPANT IDENTIFIER (MPID), TRANSMITTED REPORTS TOTHE ORDER AUDIT TRAIL SYSTEM (OATS) THAT CONTAINED INACCURATE,INCOMPLETE OR IMPROPERLY FORMATTED DATA: THE FIRM FAILED TOSUBMIT REQUIRED ROUTE (RT) REPORTS; FAILED TO SUBMIT REQUIREDCANCEL REPLACE (CR) REPORTS; SUBMITTED A CR REPORT WITH THEINCORRECT QUANTITY; SUBMITTED AN UNNECESSARY COMBINED ORDEREXECUTION (OE) REPORT; FAILED TO SUBMIT AN OATS REPORT;SUBMITTED A DUPLICATE EXECUTION (EX) REPORT; AND SUBMITTED ANEXTRANEOUS DESK (DS) REPORT. THE FIRM FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THE CORRECTCAPACITY OR ALL CAPACITIES IN WHICH IT SERVED WHEN FILLINGCUSTOMER ORDERS AND IN SOME INSTANCES, ALSO INCORRECTLYDISCLOSING ITS COMPENSATION TYPE AS "COMMISSION" WHEN ACTINGIN A PRINCIPAL OR RISKLESS PRINCIPAL CAPACITY; AND IN SOMEINSTANCES, FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSINGACCURATE COMPENSATION TYPE, BY INCORRECTLY DISCLOSING ITSCOMPENSATION TYPE AS "COMMISSION" WHEN ACTING IN A PRINCIPAL ORRISKLESS PRINCIPAL CAPACITY. THE FIRM FAILED TO PROPERLY MARKPRINCIPAL SHORT SALES ON ITS SECURITIES RECORD OR TRADINGLEDGER AS "SHORT;" IN ONE INSTANCE, FAILED TO PROPERLY MARK APRINCIPAL LONG SALE ON ITS SECURITIES RECORD OR TRADING LEDGERAS "LONG;" IN SOME INSTANCES, FAILED TO SHOW THE TERMS ANDCONDITIONS (HELD VS NOT HELD) ON ITS BROKERAGE ORDERMEMORANDA; AND IN ONE INSTANCE, FAILED TO RECORD ACCURATELONG OR SHORT ORDER MARKING ON THE BROKERAGE ORDERMEMORANDUM, INSTEAD MARKING SUCH MEMORANDUM AS BOTH "LONG"AND "SHORT." THE FIRM MADE AVAILABLE A REPORT ON THE COVEREDORDERS IN NATIONAL MARKET SYSTEM SECURITIES THAT IT RECEIVEDFOR EXECUTION FROM ANY PERSON THAT INCLUDED INCORRECTINFORMATION AS TO THE NUMBER OF TOTAL COVERED ORDERS,INSOFAR AS SOME MARKET LIMIT ORDERS WERE MISTAKENLYCLASSIFIED AS INSIDE-THE-QUOTE LIMIT ORDERS. UNDER AN ALTERNATEMPID, THE MPID MADE AVAILABLE A REPORT ON THE COVERED ORDERSIN NATIONAL MARKET SYSTEM SECURITIES THAT IT RECEIVED FOREXECUTION FROM ANY PERSON THAT INCLUDED INCORRECTINFORMATION AS TO TOTAL COVERED ORDERS, TOTAL COVERED SHARESAND TOTAL CANCELED SHARES, INSOFAR AS NUMEROUS MARKET LIMITORDERS, AT-THE-QUOTE LIMIT ORDERS AND/OR INSIDE-THE-QUOTE LIMITORDERS WERE MISTAKENLY CLASSIFIED AS MARKET ORDERS. UNDERTHE ALTERNATE MPID, THE MPID MADE AVAILABLE A REPORT ON THECOVERED ORDERS IN NATIONAL MARKET SYSTEM SECURITIES THAT ITRECEIVED FOR EXECUTION FROM ANY PERSON THAT INCLUDEDINCORRECT INFORMATION AS TO TOTAL COVERED ORDERS, TOTALCOVERED SHARES AND TOTAL CANCELED SHARES, INSOFAR AS THE FIRMREPORTED SOME TOTAL COVERED ORDERS FOR MARKET ORDERS OF100-499 SHARES IN ONE PARTICULAR SECURITY WHEN IT HAD IN FACTEXECUTED FEWER SUCH ORDERS. THE ALTERNATE MPID FAILED TOREPORT TO THE FINRA/NASDAQ TRADE REPORTING FACILITY THECORRECT SYMBOL INDICATING THE CAPACITY IN WHICH IT EXECUTEDTRANSACTIONS IN REPORTABLE SECURITIES AND THE CORRECT SYMBOLINDICATING WHETHER THE TRANSACTION WAS A BUY, SELL OR CROSS INONE LAST SALE REPORT OF A TRANSACTION IN A REPORTABLE SECURITY.







Initiated By: FINRA






Other Product Type(s): NATIONAL MARKET SYSTEM SECURITIES, REPORTABLE SECURITIES

SEC RULES 10B-10, 17A-3, 605 OF REGULATION NMS, FINRA RULE 7450,NASD RULES 3110, 4632 - BARCLAY CAPITAL INC., UNDER ITS MAINMARKET PARTICIPANT IDENTIFIER (MPID), TRANSMITTED REPORTS TOTHE ORDER AUDIT TRAIL SYSTEM (OATS) THAT CONTAINED INACCURATE,INCOMPLETE OR IMPROPERLY FORMATTED DATA: THE FIRM FAILED TOSUBMIT REQUIRED ROUTE (RT) REPORTS; FAILED TO SUBMIT REQUIREDCANCEL REPLACE (CR) REPORTS; SUBMITTED A CR REPORT WITH THEINCORRECT QUANTITY; SUBMITTED AN UNNECESSARY COMBINED ORDEREXECUTION (OE) REPORT; FAILED TO SUBMIT AN OATS REPORT;SUBMITTED A DUPLICATE EXECUTION (EX) REPORT; AND SUBMITTED ANEXTRANEOUS DESK (DS) REPORT. THE FIRM FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THE CORRECTCAPACITY OR ALL CAPACITIES IN WHICH IT SERVED WHEN FILLINGCUSTOMER ORDERS AND IN SOME INSTANCES, ALSO INCORRECTLYDISCLOSING ITS COMPENSATION TYPE AS "COMMISSION" WHEN ACTINGIN A PRINCIPAL OR RISKLESS PRINCIPAL CAPACITY; AND IN SOMEINSTANCES, FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSINGACCURATE COMPENSATION TYPE, BY INCORRECTLY DISCLOSING ITSCOMPENSATION TYPE AS "COMMISSION" WHEN ACTING IN A PRINCIPAL ORRISKLESS PRINCIPAL CAPACITY. THE FIRM FAILED TO PROPERLY MARKPRINCIPAL SHORT SALES ON ITS SECURITIES RECORD OR TRADINGLEDGER AS "SHORT;" IN ONE INSTANCE, FAILED TO PROPERLY MARK APRINCIPAL LONG SALE ON ITS SECURITIES RECORD OR TRADING LEDGERAS "LONG;" IN SOME INSTANCES, FAILED TO SHOW THE TERMS ANDCONDITIONS (HELD VS NOT HELD) ON ITS BROKERAGE ORDERMEMORANDA; AND IN ONE INSTANCE, FAILED TO RECORD ACCURATELONG OR SHORT ORDER MARKING ON THE BROKERAGE ORDERMEMORANDUM, INSTEAD MARKING SUCH MEMORANDUM AS BOTH "LONG"AND "SHORT." THE FIRM MADE AVAILABLE A REPORT ON THE COVEREDORDERS IN NATIONAL MARKET SYSTEM SECURITIES THAT IT RECEIVEDFOR EXECUTION FROM ANY PERSON THAT INCLUDED INCORRECTINFORMATION AS TO THE NUMBER OF TOTAL COVERED ORDERS,INSOFAR AS SOME MARKET LIMIT ORDERS WERE MISTAKENLYCLASSIFIED AS INSIDE-THE-QUOTE LIMIT ORDERS. UNDER AN ALTERNATEMPID, THE MPID MADE AVAILABLE A REPORT ON THE COVERED ORDERSIN NATIONAL MARKET SYSTEM SECURITIES THAT IT RECEIVED FOREXECUTION FROM ANY PERSON THAT INCLUDED INCORRECTINFORMATION AS TO TOTAL COVERED ORDERS, TOTAL COVERED SHARESAND TOTAL CANCELED SHARES, INSOFAR AS NUMEROUS MARKET LIMITORDERS, AT-THE-QUOTE LIMIT ORDERS AND/OR INSIDE-THE-QUOTE LIMITORDERS WERE MISTAKENLY CLASSIFIED AS MARKET ORDERS. UNDERTHE ALTERNATE MPID, THE MPID MADE AVAILABLE A REPORT ON THECOVERED ORDERS IN NATIONAL MARKET SYSTEM SECURITIES THAT ITRECEIVED FOR EXECUTION FROM ANY PERSON THAT INCLUDEDINCORRECT INFORMATION AS TO TOTAL COVERED ORDERS, TOTALCOVERED SHARES AND TOTAL CANCELED SHARES, INSOFAR AS THE FIRMREPORTED SOME TOTAL COVERED ORDERS FOR MARKET ORDERS OF100-499 SHARES IN ONE PARTICULAR SECURITY WHEN IT HAD IN FACTEXECUTED FEWER SUCH ORDERS. THE ALTERNATE MPID FAILED TOREPORT TO THE FINRA/NASDAQ TRADE REPORTING FACILITY THECORRECT SYMBOL INDICATING THE CAPACITY IN WHICH IT EXECUTEDTRANSACTIONS IN REPORTABLE SECURITIES AND THE CORRECT SYMBOLINDICATING WHETHER THE TRANSACTION WAS A BUY, SELL OR CROSS INONE LAST SALE REPORT OF A TRANSACTION IN A REPORTABLE SECURITY.









Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM WAS CENSURED AND FINED $42,500.


No




Allegations: DURING THE 2009 TMMS EXAM REVIEW PERIOD THE FIRM: TRANSMITTEDTO THE ORDER AUDIT TRAIL SYSTEM 14 REPORTS THAT CONTAINEDINACCURATE, INCOMPLETE, OR IMPROPERLY FORMATTED DATA INVIOLATION OF FINRA RULE 7450; IN 38 INSTANCES FAILED TO PROVIDEWRITTEN NOTIFICATION TO CLIENTS DISCLOSING TO ITS CUSTOMER THECORRECT CAPACITY IN WHICH IT SERVED WHEN FILLING A CUSTOMERORDER AND IN 13 INSTANCES FAILED TO PROVIDE WRITTENNOTIFICATION TO CLIENTS DISCLOSING ACCURATE COMMISSION TYPE INVIOLATION OF SEC RULE 10B-10; IN 267 INSTANCES FAILED TO PROPERLYMARK A SALE AS SHORT, LONG OR FAILED TO SHOW THE TERMS ANDCONDITIONS IN VIOLATION OF SEC RULE 17A-3 AND NASD RULE 3110; FORTHE PERIOD NOVEMBER 2008 THROUGH FEBRUARY 2009 THE FIRMFAILED TO CORRECTLY REPORT INFORMATION AS TO TOTAL COVEREDORDERS, TOTAL COVERED SHARES, AND TOTAL CANCELED SHARES,INSOFAR AS NUMEROUS ORDERS WERE MISTAKENLY CLASSIFIED ASMARKET ORDERS IN VIOLATION OS SEC RULE 605 OF REG NMS; INNOVEMBER 2008 THE FIRM FAILED TO REPORT TO THE FINRA/NASDAQTRF THE CORRECT SYMBOL INDICATING THE CAPACITY IN WHICH THEFIRM EXECUTED 32 TRANSACTIONS IN REPORTABLE SECURITIES ANDTHE CORRECT SYMBOL INDICATING THE TYPE OF TRANSACTION INVIOLATION OF NASD RULE 4632.









Censure





Other Product Type(s): NATIONAL MARKET SYSTEM SECURITIES, REPORTABLE SECURITIES

DURING THE 2009 TMMS EXAM REVIEW PERIOD THE FIRM: TRANSMITTEDTO THE ORDER AUDIT TRAIL SYSTEM 14 REPORTS THAT CONTAINEDINACCURATE, INCOMPLETE, OR IMPROPERLY FORMATTED DATA INVIOLATION OF FINRA RULE 7450; IN 38 INSTANCES FAILED TO PROVIDEWRITTEN NOTIFICATION TO CLIENTS DISCLOSING TO ITS CUSTOMER THECORRECT CAPACITY IN WHICH IT SERVED WHEN FILLING A CUSTOMERORDER AND IN 13 INSTANCES FAILED TO PROVIDE WRITTENNOTIFICATION TO CLIENTS DISCLOSING ACCURATE COMMISSION TYPE INVIOLATION OF SEC RULE 10B-10; IN 267 INSTANCES FAILED TO PROPERLYMARK A SALE AS SHORT, LONG OR FAILED TO SHOW THE TERMS ANDCONDITIONS IN VIOLATION OF SEC RULE 17A-3 AND NASD RULE 3110; FORTHE PERIOD NOVEMBER 2008 THROUGH FEBRUARY 2009 THE FIRMFAILED TO CORRECTLY REPORT INFORMATION AS TO TOTAL COVEREDORDERS, TOTAL COVERED SHARES, AND TOTAL CANCELED SHARES,INSOFAR AS NUMEROUS ORDERS WERE MISTAKENLY CLASSIFIED ASMARKET ORDERS IN VIOLATION OS SEC RULE 605 OF REG NMS; INNOVEMBER 2008 THE FIRM FAILED TO REPORT TO THE FINRA/NASDAQTRF THE CORRECT SYMBOL INDICATING THE CAPACITY IN WHICH THEFIRM EXECUTED 32 TRANSACTIONS IN REPORTABLE SECURITIES ANDTHE CORRECT SYMBOL INDICATING THE TYPE OF TRANSACTION INVIOLATION OF NASD RULE 4632.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF THE FINDINGS;THEREFORE THE FIRM WAS CENSURED AND FINED $42,500 (COMPRISEDOF $7,500 FOR THE OATS-REPORTING VIOLATIONS; $5,000 FOR THE SECRULE 10B-10 VIOLATIONS; $5,000 FOR THE RECORDKEEPING VIOLATIONS;$10,000 FOR THE TRADE REPORTING VIOLATIONS; AND $15,000 FOR THEVIOLATIONS OF SEC RULE 605 OF REGULATION NMS).



Disclosure 78 of 90

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Allegations: SEC RULES 15C3-1, 15C3-3, 17A-3, 17A-4, FINRA RULE 2010, NASD RULES2110, 3010(A), 3110 - BARCLAYS CAPITAL INC. FAILED TO RECONCILE ITSVARIOUS BALANCE SHEETS AND LEDGERS; ALTHOUGH THE ACCOUNTINGERRORS WERE LARGE, MOST WERE OVERSTATEMENT OF CREDITSAND/OR UNDERSTATEMENTS OF DEBITS, NONE OF WHICH RESULTED IN ANET CAPITAL DEFICIENCY UNDER EXCHANGE ACT RULE 15C3-1 AND ONLYONE RESULTED IN A CUSTOMER RESERVE ACCOUNT HINDSIGHTDEFICIENCY UNDER EXCHANGE ACT RULE 15C3-3. THE FIRM HAD ACUSTOMER RESERVE ACCOUNT HINDSIGHT DEFICIENCY UNDEREXCHANGE RULE 15C3-3 DUE TO A RECURRING ERROR IN WHICH ITFAILED TO TREAT AN AFFILIATE ACCOUNT AS A CUSTOMER ACCOUNT. THEFIRM DID NOT HAVE ADEQUATE SUPERVISION TO DETECTDISCREPANCIES BETWEEN ITS VARIOUS INTERNAL RECORDS AND FAILEDTO MAINTAIN AND KEEP CURRENT, AS WELL AS PRESERVE, CERTAINBOOKS AND RECORDS.








Initiated By: FINRA







SEC RULES 15C3-1, 15C3-3, 17A-3, 17A-4, FINRA RULE 2010, NASD RULES2110, 3010(A), 3110 - BARCLAYS CAPITAL INC. FAILED TO RECONCILE ITSVARIOUS BALANCE SHEETS AND LEDGERS; ALTHOUGH THE ACCOUNTINGERRORS WERE LARGE, MOST WERE OVERSTATEMENT OF CREDITSAND/OR UNDERSTATEMENTS OF DEBITS, NONE OF WHICH RESULTED IN ANET CAPITAL DEFICIENCY UNDER EXCHANGE ACT RULE 15C3-1 AND ONLYONE RESULTED IN A CUSTOMER RESERVE ACCOUNT HINDSIGHTDEFICIENCY UNDER EXCHANGE ACT RULE 15C3-3. THE FIRM HAD ACUSTOMER RESERVE ACCOUNT HINDSIGHT DEFICIENCY UNDEREXCHANGE RULE 15C3-3 DUE TO A RECURRING ERROR IN WHICH ITFAILED TO TREAT AN AFFILIATE ACCOUNT AS A CUSTOMER ACCOUNT. THEFIRM DID NOT HAVE ADEQUATE SUPERVISION TO DETECTDISCREPANCIES BETWEEN ITS VARIOUS INTERNAL RECORDS AND FAILEDTO MAINTAIN AND KEEP CURRENT, AS WELL AS PRESERVE, CERTAINBOOKS AND RECORDS.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS; THEREFORE, THE FIRM IS CENSUREDAND FINED $60,000.


No




Allegations: SEC RULES 15C3-1, 15C3-3, 17A-3, 17A-4, FINRA RULE 2010, NASD RULES2110, 3010(A), 3110 - BARCLAYS CAPITAL INC. FAILED TO RECONCILE ITSVARIOUS BALANCE SHEETS AND LEDGERS; ALTHOUGH THE ACCOUNTINGERRORS WERE LARGE, MOST WERE OVERSTATEMENT OF CREDITSAND/OR UNDERSTATEMENTS OF DEBITS, NONE OF WHICH RESULTED IN ANET CAPITAL DEFICIENCY UNDER EXCHANGE ACT RULE 15C3-1 AND ONLYONE RESULTED IN A CUSTOMER RESERVE ACCOUNT HINDSIGHTDEFICIENCY UNDER EXCHANGE ACT RULE 15C3-3. THE FIRM HAD ACUSTOMER RESERVE ACCOUNT HINDSIGHT DEFICIENCY UNDEREXCHANGE RULE 15C3-3 DUE TO A RECURRING ERROR IN WHICH ITFAILED TO TREAT AN AFFILIATE ACCOUNT AS A CUSTOMER ACCOUNT. THEFIRM DID NOT HAVE ADEQUATE SUPERVISION TO DETECTDISCREPANCIES BETWEEN ITS VARIOUS INTERNAL RECORDS AND FAILEDTO MAINTAIN AND KEEP CURRENT, AS WELL AS PRESERVE, CERTAINBOOKS AND RECORDS.
















SEC RULES 15C3-1, 15C3-3, 17A-3, 17A-4, FINRA RULE 2010, NASD RULES2110, 3010(A), 3110 - BARCLAYS CAPITAL INC. FAILED TO RECONCILE ITSVARIOUS BALANCE SHEETS AND LEDGERS; ALTHOUGH THE ACCOUNTINGERRORS WERE LARGE, MOST WERE OVERSTATEMENT OF CREDITSAND/OR UNDERSTATEMENTS OF DEBITS, NONE OF WHICH RESULTED IN ANET CAPITAL DEFICIENCY UNDER EXCHANGE ACT RULE 15C3-1 AND ONLYONE RESULTED IN A CUSTOMER RESERVE ACCOUNT HINDSIGHTDEFICIENCY UNDER EXCHANGE ACT RULE 15C3-3. THE FIRM HAD ACUSTOMER RESERVE ACCOUNT HINDSIGHT DEFICIENCY UNDEREXCHANGE RULE 15C3-3 DUE TO A RECURRING ERROR IN WHICH ITFAILED TO TREAT AN AFFILIATE ACCOUNT AS A CUSTOMER ACCOUNT. THEFIRM DID NOT HAVE ADEQUATE SUPERVISION TO DETECTDISCREPANCIES BETWEEN ITS VARIOUS INTERNAL RECORDS AND FAILEDTO MAINTAIN AND KEEP CURRENT, AS WELL AS PRESERVE, CERTAINBOOKS AND RECORDS.


Resolution:





Disclosure 79 of 90

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Allegations: BARCLAYS CAPITAL, INC., ("BARCLAYS"), AN EXCHANGE MEMBERORGANIZATION, WAS CENSURED AND FINED $20,000 FOR THE FOLLOWINGCONDUCT. BARCLAYS, IN NUMEROUS INSTANCES, FAILED TODISSEMINATE QUOTES IN THE REQUIRED PERCENTAGE OF SERIESWITHIN A CLASS. (CBOE RULE 8.85 - DPM OBLIGATIONS.)

















Resolution:













Allegations: FAILURE TO DISSEMINATE QUOTES IN THE REQUIRED PERCENTAGE OFSERIES WITHIN A CLASS IN VIOLATION OF EXCHANGE RULE 8.85 (A)(1)



Resolution:









Sanction Details: $20,000 PAID ON 4/27/2010

Firm Statement BARCLAYS CAPITAL WORKED CLOSELY WITH THE EXCHANGE TORESOLVE THE ISSUES EXPEDIENTLY. SIGNIFICANT IMPROVEMENTS TOPROCESS HAS BEEN IMPLEMENTED AND PERFORMANCE IN THIS AREAHAS GREATLY INCREASED.


Disclosure 80 of 90

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Initiated By: FINRA






Other Product Type(s): UNSPECIFIED TYPE OF SECURITIES

Allegations: SEC RULE 17A-3, NASD RULES 2110, 3110, 3360, 6230(A) AND 6230(C)(8):RESPONDENT BARCLAYS CAPITAL INC. FAILED TO: REPORT TO NASDSHORT INTEREST POSITIONS IN NUMEROUS SECURITIES; REPORT TOTRACE TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES WITHIN 15MINUTES OF THE TIME OF EXECUTION; THE CORRECT TIME OF TRADEEXECUTION FOR TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES; ANDSHOW THE CORRECT TIME OF EXECUTION ON THE MEMORANDUM OFBROKERAGE ORDERS.



Resolution:


No














Censure





Other Product Type(s): UNSPECIFIED TYPE OF SECURITIES

Allegations: FINRA ALLEGED THAT BARCLAYS VIOLATED NASD RULES 3360, 6230(A),6230(C)(G), 2110, 3110, AND SEC RULE 17A-3 BY FAILING: TO REPORT TONASD SHORT INTEREST POSITIONS FOR CERTAIN SECURITIES; TIMELYREPORT ELIGIBLE TRANSACTIONS TO TRACE; REPORT TO TRACE THECORRECT TIME OF EXECUTION; AND FAILING TO SHOW THE CORRECTTIME OF EXECUTION ON MEMORANDUM OF ORDERS.



Resolution:


Sanction Details: CONSENT TO A CENSURE AND A $50K FINE ($35K FOR SHORT-INTERESTVIOLATIONS, $12.5K FOR TRACE AND $2.5K FOR BOOKS AND RECORDS).THE SHORT-INTEREST PORTION OF THE CENSURE WAS REDUCED AS THEFIRM BOTH SELF-IDENTIFIED AND SELF-REPORTED THE VIOLATIONS TOFINRA.








Disclosure 81 of 90

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Initiated By: FINRA







Allegations: NASD RULE 6230(A): BARCLAYS CAPITAL INC., FAILED TO REPORT SOMETRANSACTIONS TO TRADE REPORTING AND COMPLIANCE ENGINE(TRACE), TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES THAT ARE TOBE REPORTED WITHIN 15 MINUTES OF THE TIME OF EXECUTION.



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS:THEREFORE, THE FIRM IS CENSURED AND FINED $7,500.


No




Allegations: NASD RULE 6230(A): BARCLAYS CAPITAL INC., FAILED TO REPORT SOMETRADE TRANSACTIONS TO TRADE REPORTING AND COMPLIANCE ENGINE(TRACE), TRANSACTIONS IN TRACE-ELIGBLE SECURITIES THAT ARE TO BEREPORTED WITHIN 15 MINUTES OF THE TIME OF EXECUTION.









Censure






Allegations: NASD RULE 6230(A): BARCLAYS CAPITAL INC., FAILED TO REPORT SOMETRADE TRANSACTIONS TO TRADE REPORTING AND COMPLIANCE ENGINE(TRACE), TRANSACTIONS IN TRACE-ELIGBLE SECURITIES THAT ARE TO BEREPORTED WITHIN 15 MINUTES OF THE TIME OF EXECUTION.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $7,500.00



Disclosure 82 of 90

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Initiated By: FINRA


Allegations: NASD RULES 2110, 3010, 8211, 8213 - BARCLAY'S CAPITAL, INC. FAILED TOREPORT ACCURATE TRADING INFORMATION THROUGH THE SUBMISSIONOF ELECTRONIC BLUE SHEETS IN RESPONSE TO REQUESTS FOR SUCHINFORMATION BY FINRA. THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS ANDNASD RULES CONCERNING THE SUBMISSION OF ELECTRONIC BLUESHEET DATA.













Resolution:




No




Initiated By: FINANCIAL INDUSTRY NATIONAL REGUATORY AUTHORITY


Allegations: DURING THE REVIEW PERIOD OF JANUARY 1, 2005 THROUGH AUGUST 31,2005, FINRA FOUND THAT THE FIRM FAILED TO REPORT ACCURATETRADING INFORMATION THROUGH THE SUBMISSION OF ELECTRONICBLUE SHEETS IN RESPONSE TO REQUEST FOR SUCH INFORMATION BYFINRA. A VIOLATION OF NASD CONDUCT RULES 8211 AND 8213. INADDITION, FINRA FOUND THAT THE FIRM'S SUPERVISORY SYSTEM DIDNOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHEIVECOMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS ANDREGULATIONS, AND THE RULES OF FINRA, CONCERNING THESUBMISSION OF ELECTRONIC BLUE SHEET DATA. A VIOLATION OF NASDCONDUCT RULES 2110 AND 3010.









Censure



Docket/Case Number: CASE NO. 20050030767-02




Resolution:


Sanction Details: CONSENT TO A CENSURE AND A $125,000.00 FINE



Disclosure 83 of 90

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Initiated By: CHICAGO BOARD OF TRADE


Other


FINE


Docket/Case Number: 2005-INV-29 AND 40

Principal Product Type: Futures - Financial


Allegations: REGULATION 9B.13, IN THAT CROSS TRADES ECEXUTED BY BARCLAYS'EMPLOYEES WERE NOT ENTERED IN ACCORDANCE WITH PRESCRIBEDTIME REQUIREMENTS AND PROCEDURES.



Resolution: Settled







Sanction Details: BARCLAYS CAPITAL INC. CONSENTED TO $20,000 FINE AND PAID IN FULLON APRIL 25, 2006

Firm Statement WITHOUT ADMITTING OR DENYING ANY VIOLATION, BARCLAYS CAPITALINC. CONSENTED TO THE ENTRY OF A CONCLUSION THAT THE FLOORGOVERNORS COMMITTEE HAD REASON TO BELIEVE THE FIRM VIOLATEDREGULATION 9B.13


Disclosure 84 of 90

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Initiated By: NEW YORK MERCANTILE EXCHANGE


Cease and Desist



Docket/Case Number: NYME 05-13

Principal Product Type: Futures - Financial


Allegations: BARCLAYS CAPITAL INC. WAS FOUND TO HAVE INSUFFICIENT FUNDS IN USDOLLARS TO SATISFY ITS US DOLLAR-DENOMINATED OBLIGATIONS,MAINTAINED INADEQUATE INTERNAL CONTROLS RELATED TO DAILYPREPARATION OF SEGREGATED AND SECURED CUSTOMER FUNDSCOMPUTATIONS, AND IMPROPERLY MARGINED CERTAIN CUSTOMERS'ACCOUNTS. THESE DEFICIENCIES RESULTED IN THE ISSUANCE OFCHARGES THAT BARCLAYS VIOLATED NYMEX DIVISION RULES 4.01 (C), (D),AND (F): MARGIN REQUIREMENTS; AND EXCHANGE RULES 8.50(A):FAILURE TO MAINTAIN REPORTS AND RECORDS; AND 8.55(B)(1): "MINOROFFENSES" - CONDUCT DETRIMENTAL TO THE EXCHANGE.



Resolution:



Settled







Sanction Details: $150,000 FINE EFFECTIVE FEBRUARY 28, 2006.

Firm Statement BARCLAYS CAPITAL INC. SUBMITTED A JOINT OFFER OF SETTLEMENTWITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND CHARGESAGAINST IT. THE OFFER WAS ACCEPTED BY THE EXCHANGE'S BOARD OFDIRECTORS AT A REGULAR MONTHLY MEETING HELD ON FEBRUARY 1,2006. THE TERMS OF THE OFFER PROVIDE FOR AN ORDER THATBARCLAYS CAPITAL INC. CEASE AND DESIST FROM FUTURE VIOLATIONSOF NYMEX DIVISION RULES 4.01 (C), (D) AND (F), AND EXCHANGE RULES8.50(A) AND 8.55(B)(1); AND AN ORDER THAT RESPONDENT PAY A FINE TOTHE EXCHANGE IN THE AMOUNT OF ONE HUNDRED AND FIFTY THOUSANDDOLLARS ($150,000).

Disclosure 85 of 90

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Docket/Case Number: 02MSI10,17


Other Product Type(s): N/A

Allegations: WITHOUT ADMITTING OR DENYING ANY VIOLATION, THE FIRM CONSENTEDTO THE ENTRY OF A CONCLUSION THAT THE BUSINESS CONDUCTCOMMITTEE HAD REASON TO BELIEVE THAT BARCLAYS CAPITAL, INC.VIOLATED THE FOLLOWING:

REGULATION 444.03, IN THAT, LESS THAN TWO BUSINESS DAYS PRIOR TOTHE FIRST DELIVERY DAY, THE FIRM MADE TRANSFER TRADES FOR THEPURPOSE OF OFFSETTING EXISTING POSITIONS WHERE NO CHANGE OFOWNERSHIP WAS INVOLVED, AND WHEN THE DATE OF EXECUTION OFTHE POSITIONS BEING TRANSFERRED WAS NOT THE SAME AS THETRANSFER DATE.



Resolution: Consent








Sanction Details: $15,000 PAID ON NOVEMBER 12,2002

Firm Statement WITHOUT ADMITTING OR DENYING ANY VIOLATION, THE FIRM CONSENTEDTO THE ENTRY OF A CONCLUSION THAT THE BUSINESS CONDUCTCOMMITTEE HAD REASON TO BELIEVE THAT BARCLAYS CAPITAL, INC.VIOLATED THE FOLLOWING:

REGULATION 444.03, IN THAT, LESS THAN TWO BUSINESS DAYS


Disclosure 86 of 90

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Initiated By: NASD




Docket/Case Number: CMS030262


Other Product Type(s): UNKNOWN TYPE OF SECURITIES

Allegations: NASD CONDUCT RULES 2110, 3010 AND 3360 - RESPONDENT MEMBER("FIRM") FAILED TO TIMELY REPORT ITS SHORT INTEREST POSITIONS TONASD. THE FIRM ALSO FAILED TO REPORT SHORT INTEREST FORDIFFERENT SECURITIES DURING THE REVIEW PERIOD. THE FIRM'SSUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISIONREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TOTHE APPLICABLE SECURITIES LAWS AND REGULATIONS CONCERNINGTHE TIMELY REPORTING OF SHORT INTEREST POSITIONS. SPECIFICALLY,THE FIRM'S SUPERVISORY SYSTEM DID NOT INCLUDE WRITTENSUPERVISORY PROCEDURES PROVIDING FOR: (1) THE IDENTIFICATION OFTHE PERSON(S) RESPONSIBLE FOR SUPERVISION WITH RESPECT TO THEAPPLICABLE RULES; (2) A STATEMENT OF THE SUPERVISORY STEP(S) TOBE TAKE BY THE IDENTIFIED PERSON(S); (3) A STATEMENT AS TO HOWOFTEN SUCH PERSON(S) SHOULD TAKE SUCH STEP(S); AND (4) ASTATEMENT AS TO HOW THE COMPLETION OF THE STEP(S) INCLUDE INTHE WRITTEN SUPERVISORY PROCEDURES SHOULD BE DOCUMENTED.









Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, RESPONDENT FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, FIRM IS CENSURED AND FINED $30,000.


No




Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS


Other


CENSURE AND FINE, VIOLATION OF NASD CONDUCT RULE 3360


Docket/Case Number: CMS030262



Allegations: THE APPLICANT FAILED TO TIMELY REPORT ITS SHORT INTERESTPOSITIONS TO NASD FROM FEBRUARY 2000 THROUGH APRIL 2002. THEAPPLICANT FAILED TO REPORT SHORT INTEREST FOR 524 DIFFERENTSECURITIES TOTALING 99,234,513 SHARES DURING THE REVIEW PERIOD.



Resolution:









Sanction Details: TOTAL AMOUNT = $30,000.00

Firm Statement THE APPLICANT SUBMITTED A LETTER OF ACCEPTANCE , WAIVER ANDCONSENT TO THE NASD ON OR ABOUT OCTOBER 3, 2003; SUCH LETTERWAS ACCEPTED ON NOVEMBER 13, 2003


Disclosure 87 of 90

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Docket/Case Number: 89-EX-47



Allegations: FAILURE TO KEEP ACCURATE AND COMPLETE BOOKS AND RECORDS INTHE MANNER PRESCRIBED BY THE CBOT PURSUANT TO REGULATION545.02.



Resolution:


Sanction Details: $2000.00 FINE PAID WITHIN 30 DAYS OF THE 12/27/90 EFFECTIVE DATE.

Firm Statement IN CONNECTION WITH AN AUDIT CONDUCTED BY THE CHICAGO BOARD OFTRADE, THE BUSINESS CONDUCT COMMITTEE CONCLUDED THATBARCLAYS DE ZOETE WEDD SECURITIES INC. FAILED TO KEEP ACCURATEAND COMPLETE BOOKS AND RECORDS IN THE MANNER PRESCRIBED BYTHE EXCHANGE.


Decision






Disclosure 88 of 90

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Docket/Case Number: NY-(#NA)-AWC



Allegations: DEZOETE & BEVAN FAILED TO MAINTAIN MINIMUM NET CAPITALPURSUANT TO 15C3-1 OF THE SECURITIES EXCHANGE ACT OF 1934.



Resolution:


Sanction Details: CONSENTED TO A PENALTY OF A CENSURE AND FINE IN THE AMOUNT OF$1000.00

Firm Statement AN AFFILIATE OF THE APPLICANT, OPERATING AT THE TIME UNDER THENAME DEZOETE & BEVAN INC., WAS FOUND TO HAVE FAILED TO MAINTAINITS NET CAPITAL AT THE MINIMUM LEVEL PRESCRIBED UNDER 15C3-1 OFTHE SECURITIES EXCHANGE ACT AS OF DECEMBER 31, 1986. THEVIOLATION OCCURRED DUE TO THE CLERICAL ERROR OF AN EMPLOYEEOF THE PARENT FIRM IN MAKING A MONEY TRANSFER AND WASPROMPTLY CORRECTED.



Disclosure 89 of 90

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Allegations:







Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.




Docket/Case Number: C10970095

Principal Product Type:


Allegations:


Resolution:


Sanction Details:

Regulator Statement ON JUNE 27, 1997, DISTRICT NO. 10 NOTIFIED RESPONDENT BZWSECURITIES INC. THAT THE LETTER OF ACCEPTANCE, WAIVER ANDCONSENT NO. C10970095 WAS ACCEPTED; THEREFORE, RESPONDENTMEMBER IS CENSURED AND FINED $20,000 - (NASD RULES 2110 AND3010 - (RESPONDENT MEMBER FAILED TO REPORT TRADES ON THEAUTOMATED CONFIRMATION TRANSACTION SERVICE (ACT) WITHIN 90SECONDS; FAILED TO IDENTIFY ACCURATELY THE TIME OF EXECUTION ONORDER TICKETS, TO TIME STAMP ORDER TICKETS OR THE TIME WASOTHERWISE UNAVAILABLE OR DID NOT AGREE TO THE TIME SUBMITTEDTOACT; REPORTED TRANSACTIONS WHEN IT WAS NOT REQUIRED TO DO SOAND INCORRECTLY IDENTIFIED ITSELF AS THE MARKET MAKER IN ITSREPORTS; TRANSMITTED NASDAQ NATIONAL MARKET TRANSACTIONS TOACTLATE INCONSISTENT WITH NASD RULE 2110; AND, FAILED TOESTABLISH, MAINTAIN AND ENFORCE WRITTEN PROCEDURESREASONABLYDESIGNED TO PREVENT THE ABOVE VIOLATIONS).

***$20,000 PAID ON 8/4/97, INVOICE #97-10-635***



i246©2020 FINRA. All rights reserved. Report about BARCLAYS CAPITAL INC.










CENSURE


Docket/Case Number: C10970095



Allegations: VIOLATION OF NASD MARKETPLACE RULES RELATING TO TRADEREPORTING AND SUPERVISION OF TRADE REPORTING.



Resolution:


Sanction Details: CONSENT TO A CENSURE AND A $20,000.00 FINE.



Disclosure 90 of 90

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Docket/Case Number:



Allegations: VIOLATION OF SECTION 17(A) OF THE EXCHANGE ACT AND 17 C.F.R.&240.17A-3 AND 240.17A-4 THEREUNDER IN CONNECTION WITH ANYPRIMARY DISTRIBUTION OF UNSECURED DEBT SECURITIES ISSUED BYTHE GSES.










Resolution:


Sanction Details: IT IS ORDERED THAT BARCLAYS SHALL CEASE AND DESIST FROMCOMMITTING OR CAUSING ANY VIOLATION OF SECTION 17(A) OF THEEXCHANGE ACT AND 17 C.F.R. &240.17A-3 AND 240.17A-4 THEREUNDER INCONNECTION WITH ANY PRIMARY DISTRIBUTION OF UNSECURED DEBTSECURITIES ISSUED BY THE GSES. IT IS ORDERED THAT BARCLAYSSHALL, PRIOR TO THE CLOSE OF BUSINESS ON THE DATE OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $100,000 TO THEUS TREASURY. IT IS ORDERED THAT BARCLAYS SHALL CONTINUE TOMAINTAIN OR, 60 DAYS OF THE DATE OF THIS ORDER, DEVELOP,IMPLEMENT AND MAINTAIN POLICIES AND PROCEDURES REASONABLYDESIGNED TO ENSURE BARCLAYS' FUTURE COMPLIANCE WITH THEPROVISIONS OF THE EXCHANGE AS ALLEGED. SUCH POLICIES ANDPROCEDURES SHALL BE AVAILABLE FOR INSPECTION UPON REQUEST BYTHE SEC. BARCLAYS SHALL COMPLY WITH ALL POLICIES ANDPROCEDURES IMPLEMENTED OR MAINTAINED PURSUANT TO THISPARAGRAPH. BARCLAYS MAY MODIFY SUCH POLICIES AND PROCEDURES,PROVIDED THAT SUCH POLICIES AND PROCEDURES.

Regulator Statement [TOP] 3/12/92 SEC NEWS DIGEST, ISSUE 92-11, DATED 1/16/92ADMINISTRATIVE PROCEEDINGS DISCLOSES; THE SEC TODAYANNOUNCED ADMINISTRATIVE PROCEEDINGS INSTITUTED JOINTLY BYTHE SEC, THE OFFICE OF THE COMPTROLLER OF THE CURRENCY (OCC)AND THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM(FRB) AGAINST 98 REGISTERED BROKER-DEALERS; THE ISSUANCE OFSEC, OCC AND FRB ORDERS IMPOSING SANCTIONS, WHICH INCLUDEPROVISIONS DIRECTING THE RESPONDENTS TO CEASE AND DESISTFROM COMMITTING FUTURE VIOLATIONS AND REQUIRING THE PAYMENTOF CIVIL MONEY PENALTIES TO THE US TREASURY IN THE TOTAL AMOUNTOF $5,165,000; AND THE SEC'S ISSUANCE OF A REPORT PURSUANT TOSECTION 21(A) OF THE SECURITIES EXCHANGE ACT OF 1934 REGARDINGTHE DISTRIBUTION OF CERTAIN DEBT SECURITIES ISSUED BYGOVERNMENT SPONSORED ENTERPRISES. (RELS. 34-30192 - 34-30251)3/26/92 SEC DOCKET VOLUME 50 NO. 12, DATED 1/28/92 DISCLOSESADMINISTRATIVE FILE NO. 3-7646 PAGES 1179 & 1180; IT IS ORDERED THATBARCLAYS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSINGANY VIOLATION OF SECTION 17(A) OF THE EXCHANGE ACT AND 17 C.F.R.&240.17A-3 AND 240.17A-4 THEREUNDER IN CONNECTION WITH ANYPRIMARY DISTRIBUTION OF UNSECURED DEBT SECURITIES ISSUED BYTHE GSES. IT IS ORDERED THAT BARCLAYS SHALL, PRIOR TO THE CLOSEOF BUSINESS ON THE DATE OF THIS ORDER, PAY A CIVIL MONEY PENALTYIN THE AMOUNT OF $100,000 TO THE US TREASURY. IT IS ORDERED THATBARCLAYS SHALL CONTINUE TO MAINTAIN OR, 60 DAYS OF THE DATE OFTHIS ORDER, DEVELOP, IMPLEMENT AND MAINTAIN POLICIES ANDPROCEDURES REASONABLY DESIGNED TO ENSURE BARCLAYS' FUTURECOMPLIANCE WITH THE PROVISIONS OF THE EXCHANGE AS ALLEGED.SUCH POLICIES AND PROCEDURES SHALL BE AVAILABLE FOR INSPECTIONUPON REQUEST BY THE SEC. BARCLAYS SHALL COMPLY WITH ALLPOLICIES AND PROCEDURES IMPLEMENTED OR MAINTAINED PURSUANTTO THIS PARAGRAPH. BARCLAYS MAY MODIFY SUCH POLICIES ANDPROCEDURES, PROVIDED THAT SUCH POLICIES AND PROCEDURES.


Order






[TOP] 3/12/92 SEC NEWS DIGEST, ISSUE 92-11, DATED 1/16/92ADMINISTRATIVE PROCEEDINGS DISCLOSES; THE SEC TODAYANNOUNCED ADMINISTRATIVE PROCEEDINGS INSTITUTED JOINTLY BYTHE SEC, THE OFFICE OF THE COMPTROLLER OF THE CURRENCY (OCC)AND THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM(FRB) AGAINST 98 REGISTERED BROKER-DEALERS; THE ISSUANCE OFSEC, OCC AND FRB ORDERS IMPOSING SANCTIONS, WHICH INCLUDEPROVISIONS DIRECTING THE RESPONDENTS TO CEASE AND DESISTFROM COMMITTING FUTURE VIOLATIONS AND REQUIRING THE PAYMENTOF CIVIL MONEY PENALTIES TO THE US TREASURY IN THE TOTAL AMOUNTOF $5,165,000; AND THE SEC'S ISSUANCE OF A REPORT PURSUANT TOSECTION 21(A) OF THE SECURITIES EXCHANGE ACT OF 1934 REGARDINGTHE DISTRIBUTION OF CERTAIN DEBT SECURITIES ISSUED BYGOVERNMENT SPONSORED ENTERPRISES. (RELS. 34-30192 - 34-30251)3/26/92 SEC DOCKET VOLUME 50 NO. 12, DATED 1/28/92 DISCLOSESADMINISTRATIVE FILE NO. 3-7646 PAGES 1179 & 1180; IT IS ORDERED THATBARCLAYS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSINGANY VIOLATION OF SECTION 17(A) OF THE EXCHANGE ACT AND 17 C.F.R.&240.17A-3 AND 240.17A-4 THEREUNDER IN CONNECTION WITH ANYPRIMARY DISTRIBUTION OF UNSECURED DEBT SECURITIES ISSUED BYTHE GSES. IT IS ORDERED THAT BARCLAYS SHALL, PRIOR TO THE CLOSEOF BUSINESS ON THE DATE OF THIS ORDER, PAY A CIVIL MONEY PENALTYIN THE AMOUNT OF $100,000 TO THE US TREASURY. IT IS ORDERED THATBARCLAYS SHALL CONTINUE TO MAINTAIN OR, 60 DAYS OF THE DATE OFTHIS ORDER, DEVELOP, IMPLEMENT AND MAINTAIN POLICIES ANDPROCEDURES REASONABLY DESIGNED TO ENSURE BARCLAYS' FUTURECOMPLIANCE WITH THE PROVISIONS OF THE EXCHANGE AS ALLEGED.SUCH POLICIES AND PROCEDURES SHALL BE AVAILABLE FOR INSPECTIONUPON REQUEST BY THE SEC. BARCLAYS SHALL COMPLY WITH ALLPOLICIES AND PROCEDURES IMPLEMENTED OR MAINTAINED PURSUANTTO THIS PARAGRAPH. BARCLAYS MAY MODIFY SUCH POLICIES ANDPROCEDURES, PROVIDED THAT SUCH POLICIES AND PROCEDURES.






CEASE AND DESIST


Docket/Case Number: SEC FILE NO. 3-7646

Principal Product Type: Debt - Government


Allegations: INACCURATE RECORDS OF CUSTOMER ORDERS FOR CERTAINUNSECURED DEBT OBLIGATIONS OF GOVERNMENT SPONSOREDENTERPRISES ("GSES").


Appealed To and Date AppealFiled:

NA


Resolution:


Order







Sanction Details: CEASE AND DESIST FROM COMMITTING OR CAUSING ANY FUTUREVIOLATION OF SECTION 17(A) OF THE EXCHANGE ACT AND 17 CFR 240.17A-3 AND 240 17A-4 THEREUNDER IN CONNECTION WITH ANY PRIMARYDISTRIBUTION OF UNSECURED DEBT SECURITIES ISSUED BY THE GSES.

Firm Statement NINETY-EIGHT (98) OF THE NATION'S LARGEST SECURITIES DEALERSENTERED INTO ADMINISTRATIVE PROCEEDINGS WITH THEIR RESPECTIVEGOVERNMENT AGENCIES IN CONNECTION WITH INACCURATE RECORDSOF CUSTOMER ORDERS FOR CERTAIN UNSECURED DEBT OBLIGATIONSOF GOVERNMENT SPONSORED ENTERPRISES. THE SEC, OCC, AND FRBALLEGED THAT BARCLAYS DE ZOETE WEDD SECURITIES INC. ("BZWSI")AND THE OTHER 97 FIRMS VIOLATED SECTION 15(C)OF THE SECURITIESEXCHANGE ACT OF 1934 AND 17 C.F.R. PART 404 THEREUNDER,INCLUDING 12 C.F.R. PART 12 OR 208, OR SECTION 17A OF THE EXCHANGEACT AND 17 C.F.R. SECTION 240.17A-3 AND 240.17A-4 THEREUNDER. BZWSIAND THE OTHER 97 FIRMS ENTERED INTO A SETTLEMENT WITH THE SEC,OCC AND FRB WHICH ALL PARTIES ACCEPTED.







Civil - Final

This type of disclosure event involves (1) an injunction issued by a foreign or domestic court within the last 10 years inconnection with investment-related activity, (2) a finding by a court of a violation of any investment-related statute orregulation, or (3) an action dismissed by a court pursuant to a settlement agreement.

Disclosure 1 of 2


Initiated By: U.S. DEPARTMENT OF JUSTICE (DOJ)

Relief Sought: Money Damages (Private/Civil Complaint)

Other Relief Sought:

Date Court Action Filed: 12/22/2016

Principal Product Type: Debt - Asset Backed

Other Product Types:

Court Details: UNITED STATES DISTRICT COURT FOR EASTERN DISTRICT OF NEW YORK,CASE# 1:16-CV-07057-KAM-RLM

ON DECEMBER 22, 2016 THE U.S. DEPARTMENT OF JUSTICE (DOJ) FILED ACIVIL COMPLAINT AGAINST BARCLAYS ASSERTING CLAIMS OF FRAUDRELATED TO BARCLAYS' RESIDENTIAL MORTGAGE-BACKED SECURITIESAND ASSOCIATED ACTIVITIES BETWEEN 2005 AND 2007. THE DOJASSERTS CLAIMS UNDER THE FEDERAL FINANCIAL INSTITUTIONSREFORM, RECOVERY, AND ENFORCEMENT ACT OF 1989 WHICH ALLOWSTHE DOJ TO SEEK CIVIL MONETARY PENALTIES FOR VIOLATIONS OFCERTAIN FEDERAL STATUTES.

Allegations:


Resolution: Settled


Other Sanctions:

Sanction Details:

Firm Statement BARCLAYS AND THE DOJ AGREED TO SETTLE THIS MATTER FOR US$2,002MILLION. PAYMENT WAS MADE ON APRIL 20, 2018 AND A NOTICE OFDISMISSAL WITH PREJUDICE WAS ENTERED BY THE COURT ON APRIL 23,2018.

Sanctions Ordered or ReliefGranted:

Disclosure 2 of 2

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Initiated By: THE PEOPLE OF THE STATE OF NEW YORK BY ERIC T. SCHNEIDERMAN,ATTORNEY GENERAL OF THE STATE OF NEW YORK

Relief Sought:

Other Relief Sought:

Date Court Action Filed: 06/25/2014


Other Product Types:

Court Details: SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -CASE NUMBER: 451391/2014

THE COMPLAINT INCLUDES THE FOLLOWING ALLEGATIONS:1) BARCLAYS MANIPULATED CHARTS USED IN MARKETING MATERIALSTO CONCEAL THE EXISTENCE OF ITS LARGEST ELECTRONICLIQUIDITY PROVIDER (ELP) CLIENT, TRADEBOT.2)IN THOSE SAME AND OTHER MARKETING MATERIALS, BARCLAYSUNDERREPRESENTED THE AMOUNT OF AGGRESSIVE TRADING ACTIVITYIN LX.3)CONTRARY TO BARCLAYS' MARKETING CLAIMS, THE LIQUIDITYPROFILING TOOL, AS APPLIED BY BARCLAYS, DOES NOT PROTECTCLIENTS FROM PREDATORY HFT TACTICS.4) BARCLAYS FALSELY REPRESENTED THE MANNER IN WHICH ITROUTES CLIENT ORDERS, TO DEEMPHASIZE THE VOLUME OF ORDERSROUTED TO LX.5)CONTRARY TO MARKETING CLAIMS THAT BARCLAYS SOUGHT TOPROTECT CLIENTS FROM ELPS, BARCLAYS ACTIVELY ENTICED ELPSINTO LX AND GAVE THEM ADVANTAGES OVER ITS OTHER CLIENTS.

Allegations:


Resolution: Settled


Other Sanctions:

Sanction Details: BARCLAYS PLC AND BCI ENTERED INTO A SETTLEMENT AGREEMENT WITHTHE ATTORNEY GENERAL OF THE STATE OF NEW YORK ("NYAG").BARCLAYS PLC AND BCI ADMITTED TO CERTAIN FACTS AS SET OUT IN THEAGREEMENT, AND TO A VIOLATION OF THE FEDERAL SECURITIES LAWS,AND AGREED TO PAY A MONETARY PENALTY OF $35 MILLION AND TOCERTAIN REMEDIAL UNDERTAKINGS.

Monetary/Fine $35,000,000.00Sanctions Ordered or ReliefGranted:





www.finra.org/brokercheck User GuidanceBARCLAYS PLC AND BCI ENTERED INTO A SETTLEMENT AGREEMENT WITHTHE ATTORNEY GENERAL OF THE STATE OF NEW YORK ("NYAG").BARCLAYS PLC AND BCI ADMITTED TO CERTAIN FACTS AS SET OUT IN THEAGREEMENT, AND TO A VIOLATION OF THE FEDERAL SECURITIES LAWS,AND AGREED TO PAY A MONETARY PENALTY OF $35 MILLION AND TOCERTAIN REMEDIAL UNDERTAKINGS.






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