[Federal Register Volume 89, Number 139 (Friday, July 19, 2024)]
[Notices]
[Pages 58838-58847]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-15908]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100530; File No. 4-698]


Joint Industry Plan; Order Instituting Proceedings To Determine 
Whether To Approve or Disapprove an Amendment to the National Market 
System Plan Governing the Consolidated Audit Trail Regarding Cost 
Savings Measures

July 15, 2024.

I. Introduction

    In July 2012, the Securities and Exchange Commission (the 
``Commission'' or ``SEC'') adopted Rule 613 of Regulation NMS, which 
required national securities exchanges and national securities 
associations (the ``Participants'') \1\ to jointly develop and submit 
to the Commission a national market system (``NMS'') plan to create, 
implement, and maintain a consolidated audit trail (the ``CAT'').\2\ On 
November 15, 2016, the Commission approved the NMS plan required by 
Rule 613 (the ``CAT NMS Plan'').\3\ On March 27, 2024,

[[Page 58839]]

and pursuant to Section 11A(a)(3) of the Securities Exchange Act of 
1934 (the ``Exchange Act'') \4\ and Rule 608 of Regulation NMS 
thereunder,\5\ the Participants filed with the Commission proposed 
amendments to the CAT NMS Plan designed to implement certain costs 
saving measures (the ``Proposed Cost Savings Amendments'').\6\ The 
Proposed Cost Savings Amendments were published for comment in the 
Federal Register on April 16, 2024.\7\
---------------------------------------------------------------------------

    \1\ The Participants include BOX Exchange LLC, Cboe BYX 
Exchange, Inc., Cboe BZX Exchange, Inc., Cboe C2 Exchange, Inc., 
Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe Exchange, 
Inc., The Financial Industry Regulatory Authority, Inc., Investors' 
Exchange LLC, Long-Term Stock Exchange, Inc., MEMX LLC, Miami 
International Securities Exchange LLC, MIAX Emerald, LLC, MIAX 
PEARL, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, 
Nasdaq MRX, LLC, Nasdaq PHLX LLC, The Nasdaq Stock Market LLC, New 
York Stock Exchange LLC, NYSE American LLC, NYSE Arca, Inc., NYSE 
Chicago, Inc., and NYSE National, Inc.
    \2\ See Securities Exchange Act Release No. 67457 (July 18, 
2012), 77 FR 45722 (Aug. 1, 2012 (``Rule 613 Adopting Release''); 17 
CFR 242.613.
    \3\ See Securities Exchange Act Release No. 78318 (Nov. 15, 
2016), 81 FR 84696 (Nov. 23, 2016) (``CAT NMS Plan Approval 
Order''). The CAT NMS Plan is Exhibit A to the CAT NMS Plan Approval 
Order. See CAT NMS Plan Approval Order, at 84943-85034. The CAT NMS 
Plan, which is available at https://catnmsplan.com/about-cat/cat-nms-plan, functions as the limited liability company agreement of 
the jointly owned limited liability company formed under Delaware 
state law through which the Participants conduct the activities of 
the CAT (the ``Company''). Each Participant is a member of the 
Company and jointly owns the Company on an equal basis. The 
Participants submitted to the Commission a proposed amendment to the 
CAT NMS Plan on August 29, 2019, which they designated as effective 
on filing. On August 29, 2019, the Participants replaced the CAT NMS 
Plan in its entirety with the limited liability company agreement of 
a new limited liability company, CAT LLC, which became the Company. 
See Securities Exchange Act Release No. 87149 (Sept. 27, 2019), 84 
FR 52905 (Oct. 3, 2019).
    \4\ 15 U.S.C. 78k-1(a)(3).
    \5\ 17 CFR 242.608.
    \6\ See Letter from Brandon Becker, CAT NMS Plan Operating 
Committee Chair, to Vanessa Countryman, Secretary, Commission, dated 
March 27, 2024, available at https://catnmsplan.com/sites/default/files/2024-03/03.27.24-Proposed-CAT-NMS-Plan-Amendment-Cost-Savings-Amendment.pdf.
    \7\ See Securities Exchange Act Release No. 99938 (Apr. 10, 
2024), 89 FR 26983 (Apr. 16, 2024) (``Notice''). Comments received 
in response to the Notice can be found on the Commission's website 
at https://www.sec.gov/comments/4-698/4-698-d.htm.
---------------------------------------------------------------------------

    This order institutes proceedings, under Rule 608(b)(2)(i) of 
Regulation NMS,\8\ to determine whether to disapprove the Proposed Cost 
Savings Amendments or to approve the Proposed Cost Savings Amendments 
with any changes or subject to any conditions the Commission deems 
necessary or appropriate.
---------------------------------------------------------------------------

    \8\ 17 CFR 242.608(b)(2)(i).
---------------------------------------------------------------------------

II. Summary of Proposed Cost Savings Amendments 9
---------------------------------------------------------------------------

    \9\ See Notice, supra note 7, for a full discussion of the 
Proposed Cost Savings Amendments.
---------------------------------------------------------------------------

    The Participants proposed to implement the following measures: (A) 
amendments that would change processing, query, and storage 
requirements for Options Market Maker quotes in Listed Options 
(``Option Market Maker Quotes''),\10\ (B) amendments that would permit 
the Plan Processor \11\ to move raw unprocessed data and interim 
operational copies of CAT Data \12\ older than 15 days to what the 
Participants described as a more cost-effective storage tier; (C) 
amendments that would permit the Plan Processor to provide an interim 
CAT-Order-ID \13\ to regulatory users on an ``as requested'' basis, 
rather than on a daily basis; and (D) amendments that would codify and 
expand exemptive relief recently provided by the Commission related to 
certain recordkeeping and data retention requirements for industry 
testing data.\14\
---------------------------------------------------------------------------

    \10\ An ``Options Market Maker'' is ``a broker-dealer registered 
with an exchange for the purpose of making markets in options 
contracts on the exchange.'' See CAT NMS Plan, supra note 3, at 
Section 1.1. A ``Listed Option'' is defined as having ``the meaning 
set forth in Rule 600(b)(35) of Regulation NMS.'' See id. Rule 
600(b)(35) has since been redesignated as Rule 600(b)(43), which 
defines a ``Listed Option'' as ``any option traded on a registered 
national securities exchange or automated facility of a national 
securities association.'' 17 CFR 242.600(b)(43).
    \11\ The ``Plan Processor'' is ``the Initial Plan Processor or 
any other Person selected by the Operating Committee pursuant to SEC 
Rule 613 and Sections 4.3(b)(i) and 6.1, and with regard to the 
Initial Plan Processor, the Selection Plan, to perform the CAT 
processing functions required by SEC Rule 613 and set forth in this 
Agreement.'' See CAT NMS Plan, supra note 3, at Section 1.1.
    \12\ ``CAT Data'' is ``data derived from Participant Data, 
Industry Member Data, SIP Data, and such other data as the Operating 
Committee may designate as `CAT Data' from time to time.'' See id.
    \13\ The ``CAT-Order-ID'' is ``a unique order identifier or 
series of unique order identifiers that allows the central 
repository to efficiently and accurately link all reportable events 
for an order, and all orders that result from the aggregation or 
disaggregation of such order.'' See 17 CFR 242.613(j)(1); see also 
CAT NMS Plan, supra note 3, at Section 1.1 (```CAT-Order-ID' has the 
same meaning provided in SEC Rule 613(j)(1).'').
    \14\ See Securities Exchange Act Release No. 99023 (Nov. 27, 
2023), 88 FR 84026 (Dec. 1, 2023) (``Industry Test Data Exemptive 
Relief Order'').
---------------------------------------------------------------------------

    The Participants represented that the Proposed Cost Savings 
Amendments are expected to result in approximately $23 million in new 
annual cost savings in the first year with limited impact on the 
regulatory function of the CAT. The Participants further stated that 
their cost and savings projections were estimates only and were based 
on, among other factors: the current state and costs of CAT operations, 
including the current number of national securities exchanges; current 
CAT NMS Plan requirements; reporting by Participants, Industry Members 
\15\ and market data providers; observed data rates and volumes; 
current discounts, reservations, and cost savings plans; and associated 
cloud fees. According to the Participants, actual future savings could 
be more or less than their estimates due to changes in any of these 
variables.
---------------------------------------------------------------------------

    \15\ ``Industry Member'' means ``a member of a national 
securities exchange or a member of a national securities 
association.'' See CAT NMS Plan, supra note 3, at Section 1.1.
---------------------------------------------------------------------------

A. Processing, Query, and Storage Requirements for Options Market Maker 
Quotes

    Section 6.3(d) of the CAT NMS Plan currently requires each 
Participant to record and electronically report to the Central 
Repository details for each Order and each Reportable Event, including 
all Options Market Maker Quotes and related Reportable Events.\16\ With 
respect to the reporting obligations of an Options Market Maker with 
regard to its quotes in Listed Options, Section 6.4(d)(iii) of the CAT 
NMS Plan states that Reportable Events required pursuant to Section 
6.3(d)(ii) and (iv) shall be reported to the Central Repository by an 
Options Exchange in lieu of the reporting of such information by the 
Options Market Maker.\17\ Section 6.4(d)(iii) of the CAT NMS Plan also 
requires Options Market Makers to report to an Options Exchange the 
time at which a quote in a Listed Option is sent to the Options 
Exchange (and, if applicable, any subsequent quote modifications and/or 
cancellation time when such modification or cancellation is originated 
by the Options Market Maker), pursuant to compliance rules established 
by the Options Exchanges.\18\ Such time information must be reported to 
the Central Repository by the Options Exchange in lieu of reporting by 
the Options Market Maker.\19\
---------------------------------------------------------------------------

    \16\ See Notice, supra note 7, at 26985. An Order includes ``(i) 
[a]ny order received by a member of a national securities exchange 
or national securities association from any person; (ii) [a]ny order 
originated by a member of a national securities exchange or national 
securities association; or (iii) [a]ny bid or offer.'' See 17 CFR 
242.613(j)(8); see also CAT NMS Plan, supra note 3, at Section 1.1 
(```Order' or `order' has, with respect to Eligible Securities, the 
meaning set forth in SEC Rule 613(j)(8).''). A ``Reportable Event'' 
includes, but is not limited to, ``the original receipt or 
origination, modification, cancellation, routing, execution (in 
whole or in part) and allocation of an order, and receipt of a 
routed order.'' See CAT NMS Plan, supra note 3, at Section 1.1.
    \17\ See Notice, supra note 7, at 26985.
    \18\ Id.
    \19\ Id.; see also CAT NMS Plan, supra note 3, at Section 
6.4(d)(iii).
---------------------------------------------------------------------------

    The CAT NMS Plan requires all CAT Data reported to the Central 
Repository to be processed and assembled to create the complete 
lifecycle of each Reportable Event.\20\ Appendix D, Section 3 of the 
CAT NMS Plan states that the Plan Processor must use a ``daisy chain 
approach,'' in which ``a series of unique order identifiers, assigned 
to all order events handled by CAT Reporters[,] are linked together by 
the Central Repository and assigned a single CAT-generated CAT-Order-ID 
that is associated with each individual order event and used to create 
the

[[Page 58840]]

complete lifecycle of an order.'' \21\ Timelines for data processing 
and data availability are described in Section 6.1 and Section 6.2 of 
Appendix D of the CAT NMS Plan.\22\ The CAT NMS Plan further provides 
that regulators will have access to processed CAT Data through an 
online targeted query tool and through user-defined direct queries and 
bulk extract tools described in Section 8.1 and Section 8.2 of Appendix 
D of the CAT NMS Plan.\23\
---------------------------------------------------------------------------

    \20\ See Notice, supra note 7, at 26985.
    \21\ See also id.
    \22\ Id.
    \23\ Id.
---------------------------------------------------------------------------

    The Participants proposed to amend certain processing, query, and 
storage requirements that would otherwise apply to Options Market Maker 
Quotes. Specifically, proposed Section 3.4 of Appendix D would state 
that Options Market Maker Quotes in Listed Options would undergo 
ingestion only and such unlinked data would be made available to 
regulators by T+1 at 12:00 p.m. Eastern Time.\24\ Under proposed 
Section 3.4 of Appendix D, Options Market Maker Quotes would not be 
subject to any requirement to link and create an order lifecycle and 
would not undergo any validation, feedback, linkage, or enrichment 
processing.\25\ Options Market Maker Quotes in Listed Options would be 
accessible through BDSQL and Direct Read interfaces only under proposed 
Section 3.4 of Appendix D and would not be accessible through the 
online targeted query tool.\26\ In addition, the Participants proposed 
to make conforming changes to certain provisions of Appendix D to 
include cross-references to proposed Section 3.4.\27\
---------------------------------------------------------------------------

    \24\ Id.
    \25\ Id.
    \26\ Id.
    \27\ Id.
---------------------------------------------------------------------------

    Under these proposed provisions, the Participants explained that 
Options Exchanges would continue to report Options Market Maker Quotes 
in the same manner they do today, but that the Plan Processor would 
only ingest and store such data.\28\ The Participants stated that the 
Plan Processor would no longer be required to create any lifecycle 
linkages for Options Market Maker Quotes \29\ and that Options Market 
Maker Quotes would no longer be subject to Plan Processor enrichments 
(e.g., next event timestamp, lifecycle sequence number, CAT-Lifecycle-
ID).\30\ However, the Participants represented that, upon request, the 
Plan Processor would provide regulators with the code required to 
derive such enrichments from the unprocessed data.\31\ While unlinked 
data would remain accessible to regulators by T+1 at 12:00 p.m. Eastern 
Time, the Participants stated that elimination of linkage and feedback 
processes would remove Options Market Maker Quotes from Options Market 
Replay, OLA Viewer, and All-Related Lifecycle Event queries.\32\ The 
Participants also stated that Options Market Maker Quotes would no 
longer be accessible via DIVER, a CAT query tool, but would remain 
accessible through BDSQL and Direct Read interfaces.\33\ According to 
the Participants, executions that result from Options Market Maker 
Quotes would identify the ``quoteId'' of the quote that resulted in an 
execution, but would appear as orphaned lifecycle events.\34\
---------------------------------------------------------------------------

    \28\ Id. at 26984.
    \29\ Id. at 26984 n.15.
    \30\ Id. at 26984.
    \31\ Id.
    \32\ Id.
    \33\ Id.
    \34\ Id.
---------------------------------------------------------------------------

    The Participants estimated that the costs related to creating 
lifecycles for Options Market Maker Quotes were $30 million in 
2023.\35\ The Participants represented that Options Market Maker Quotes 
are the single largest data source for the CAT, comprising 
approximately 98% of all options exchange events and approximately 75% 
of all transaction volume stored in the CAT.\36\ However, the 
Participants explained that creating lifecycles for this data is less 
compute intensive than other processing tasks; because the vast 
majority of Options Market Maker Quote lifecycles consist of just two 
events--the quote and its subsequent cancellation--the number of quotes 
that result in an execution is extremely low.\37\
---------------------------------------------------------------------------

    \35\ Id.
    \36\ Id.
    \37\ Id.
---------------------------------------------------------------------------

    The Participants also stated that they had already begun to 
implement certain measures to reduce the costs associated with 
lifecycle linkages for Options Market Maker Quotes, pursuant to 
exemptive relief issued by the Commission in November 2023.\38\ The 
Participants stated that this exemptive relief allows the Plan 
Processor to create lifecycle linkages for Options Market Maker Quotes 
only once by T+2 at 8 a.m. Eastern Time (as opposed to requiring both 
an interim lifecycle by T+1 at 9 p.m. Eastern Time and a final 
lifecycle by T+5 at 8 a.m. Eastern Time).\39\ The Participants expected 
the above-described ``single pass'' approach to generating lifecycles 
for options quotes to result in annual savings of approximately $5.4 
million upon implementation in April 2024.\40\
---------------------------------------------------------------------------

    \38\ See Securities Exchange Act Release No. 98848 (Nov. 2, 
2023), 88 FR 77128 (Nov. 8, 2023) (``November 2023 Exemptive Relief 
Order'').
    \39\ See Notice, supra note 7, at 26984 n.15 (citing November 
2023 Exemptive Relief Order). To the extent the Proposed Cost 
Savings Amendments are approved, the Participants stated that Plan 
Processor would no longer be required to create any lifecycle 
linkages for Options Market Maker Quotes. See id. at 26984.
    \40\ Id. at 26984.
---------------------------------------------------------------------------

    The Participants estimated that the Proposed Cost Savings Amendment 
would result in approximately $20 million in additional annual cost 
savings in the first year, such that the cost impact of Options Market 
Maker Quotes on the CAT would be reduced from approximately $24.4 
million (inclusive of anticipated savings resulting from the 
implementation of the options quotes ``single pass'' proposal 
referenced above) to approximately $4.0 million annually.\41\ They 
stated there would be limited regulatory impact.\42\ The Participants 
stated that the vast majority of Options Market Maker Quote lifecycles 
do not involve any execution or allocation and usage data demonstrates 
that such data is very rarely accessed by regulators. The Participants 
also stated that regulators would still have access to unlinked Options 
Market Maker Quotes data by T+1 at 12:00 p.m. Eastern Time under the 
Proposed Cost Savings Amendments and stated that regulatory users would 
be able to derive the currently available data enrichments if 
needed.\43\
---------------------------------------------------------------------------

    \41\ See id. at 26984-85. The Participants stated that their 
cost savings estimates assumed an approximate 65% reduction in 
compute runtime associated with options exchange events and an 
approximate 80% reduction in storage footprint through the 
elimination of versioned options quote data (e.g., interim, final, 
DIVER-optimized, OLA copies). See id. at 26985 n.19.
    \42\ See id. at 26984-85.
    \43\ See id.
---------------------------------------------------------------------------

B. Storage for Raw Unprocessed Data and Interim Operational Copies of 
CAT Data Older Than 15 Days

    The CAT NMS Plan requires CAT Data to be ``directly available and 
searchable electronically without manual intervention for at least six 
years'' \44\ and within certain query tool response times.\45\ These 
requirements apply not only to the final corrected data version that is 
delivered to regulators by T+5 at 8 a.m. Eastern

[[Page 58841]]

Time, but also to raw unprocessed data and various types of interim 
operational data, as well as to copies of all submission and feedback 
files provided to CAT Reporters as part of the correction process 
(collectively, ``Operational Data'').\46\ Specifically, with respect to 
raw unprocessed data and interim operational copies of data created 
between T+1 and T+5, Section 6.2 of Appendix D of the CAT NMS Plan 
provides that, prior to 12:00 p.m. Eastern Time on T+1, raw unprocessed 
data that has been ingested by the Plan Processor must be available to 
Participants' regulatory staff and the SEC, and between 12:00 p.m. 
Eastern Time on T+1 and T+5, access to all iterations of processed data 
must be available to Participants' regulatory staff and the SEC.\47\
---------------------------------------------------------------------------

    \44\ See CAT NMS Plan, supra note 3, at Section 6.5(b)(i) and 
Appendix D, Section 1.4; see also Notice, supra note 7, at 26986.
    \45\ See, e.g., CAT NMS Plan, supra note 3, at Appendix D, 
Section 8.1 and 8.2; see also Notice, supra note 7, at 26986. The 
Participants explained that the Commission had granted conditional 
exemptive relief from certain performance requirements related to 
the online targeted query tool. See Notice, supra note 7, at 26986; 
see also November 2023 Exemptive Relief Order, supra note 38.
    \46\ See Notice, supra note 7, at 26986.
    \47\ Id.; CAT NMS Plan, supra note 3, at Appendix D, Section 
6.2.
---------------------------------------------------------------------------

    Currently, the Participants explained that interim operational data 
is supplanted in all CAT query tools by the final version of corrected 
data that is made available at T+5 at 8:00 a.m. Eastern Time.\48\ 
However, they stated that such data remains available to regulators 
after T+5 ``without manual intervention'' via the use of CAT data 
management APIs.\49\ Because the Participants believed that regulators 
generally access the latest, corrected version of CAT data, the 
Participants believed that interim operational data generally does not 
provide any regulatory value after the final corrected data version is 
delivered by T+5 at 8 a.m. Eastern Time.\50\
---------------------------------------------------------------------------

    \48\ See Notice, supra note 7, at 26986.
    \49\ Id.
    \50\ Id. According to the Participants, after four years of 
operation, the Plan Processor has not seen any regulatory usage of 
this interim operational data. Id.
---------------------------------------------------------------------------

    The Participants stated that cost savings could be achieved by 
archiving Operational Data older than 15 days to a more cost-effective 
storage tier that is optimized for infrequent access. Specifically, the 
Participants proposed to add new Section 6.3 to Appendix D of the CAT 
NMS Plan that would state that certain types of data may be retained in 
an archive storage tier, in which case they would be made available 
upon request by Participant regulatory staff or the SEC to the CAT Help 
Desk.\51\ These types of data would include:
---------------------------------------------------------------------------

    \51\ Id. at 26987.
---------------------------------------------------------------------------

     ``All raw unprocessed data (i.e., as submitted data) and 
interim operational data older than 15 days. Interim operational data 
includes all processed, validated and unlinked data made available to 
regulators by T+1 at 12:00 p.m. ET, and all iterations of processed 
data made available to regulators between T+1 and T+5, but excludes the 
final version of corrected data that is made available at T+5 at 8:00 
a.m. ET.
     All submission and feedback files older than 15 days.'' 
\52\
---------------------------------------------------------------------------

    \52\ Id. at 26987. Exhibit A of the Proposed Cost Savings 
Amendments sets forth a different version of this rule text, which 
states, in relevant part, that ``[a]ll interim raw unprocessed data 
(i.e., as submitted data) and operational data older than 15. 
Interim operational data includes all processed, validated and 
unlinked data and made available to regulators by T+1 at 12:00 p.m. 
ET, and all iterations of processed data made available to 
regulators between T+1 and T+5, but excludes the final version of 
corrected data that is made available at T+5 at 8:00 a.m. ET.'' Id. 
at 26996. The Participants do not indicate which version of this 
rule text is meant to govern.
---------------------------------------------------------------------------

    Operational Data not older than 15 days, as well as all final, 
corrected data, would remain accessible ``without manual intervention'' 
within required query tool response times.\53\ In addition, the 
Participants proposed to add references to proposed Section 6.3 of 
Appendix D to Section 6.5(d)(i) and Section 1.4 of Appendix D of the 
CAT NMS Plan.\54\
---------------------------------------------------------------------------

    \53\ Id. at 26986.
    \54\ Id. at 26987. Although the Participants indicated that this 
was their intent, they did not add this phrase to Section 6.5(d)(i) 
in Exhibit A of the Proposed Cost Savings Amendments. Id. at 26996. 
The Participants do not indicate which version of this rule text is 
meant to govern.
---------------------------------------------------------------------------

    Under proposed Section 6.3 of Appendix D, archived data would not 
be directly available and searchable electronically without manual 
intervention and would not be subject to any query tool performance 
requirements until restored to an accessible storage tier.\55\ The 
Participants explained that archived data would be restored generally 
within several hours or business days of a request to the CAT Help Desk 
that is maintained pursuant to Section 10.3 of Appendix D of the CAT 
NMS Plan, depending on the volume and size of the date range of the 
requested data restore. For example, a request to restore a single day 
of data may take less than 24 hours, whereas a request to restore a 
year's worth of data may take several days.\56\ The Participants 
further represented that the Plan Processor would develop policies and 
procedures to ensure the confidentiality of any regulator requests to 
obtain Operational Data.\57\
---------------------------------------------------------------------------

    \55\ Id. at 26987.
    \56\ Id. at 26986. The Participants reasoned that, when the 
Commission adopted the CAT NMS Plan, it noted that ``[m]ost current 
data sources do not provide direct access to most regulators, and 
data requests can take as long as weeks or even months to process.'' 
See id. (citing CAT NMS Plan Approval Order, supra note 3, at 84833 
and Rule 613 Adopting Release, supra note 2, at 45729).
    \57\ Id.
---------------------------------------------------------------------------

    Accordingly, the Participants believed that the anticipated savings 
associated with optimizing storage costs, which they estimated as 
approximately $1 million in annual costs, outweigh the impact on 
regulatory access to CAT Data.

C. Provision of an Interim CAT-Order-ID on an ``As Requested'' Basis

    Appendix D, Section 6.1 of the CAT NMS Plan states that ``Noon 
Eastern Time T+1 (transaction date + one day)'' is the deadline for 
``initial data validation, lifecycle linkages and communication of 
errors to CAT Reporters.'' \58\ Appendix D, Section 3 of the CAT NMS 
Plan further requires that the Plan Processor must use a ``daisy chain 
approach,'' in which ``a series of unique order identifiers, assigned 
to all order events handled by CAT Reporters[,] are linked together by 
the Central Repository and assigned a single CAT-generated CAT-Order-ID 
that is associated with each individual order event and used to create 
the complete lifecycle of an order.'' \59\
---------------------------------------------------------------------------

    \58\ Id. at 26987.
    \59\ Id.
---------------------------------------------------------------------------

    The Participants explained that they provide a final CAT-Order-ID 
at T+5 at 8 a.m. Eastern Time, pursuant to the following timeline:

T+1 @8 a.m. ET: Initial submissions due
T+1 @12 p.m. ET: Initial data validation, communication of errors to 
CAT Reporters; unlinked data available to regulators
T+1 @9 p.m. ET: Interim CAT-Order-ID available \60\
---------------------------------------------------------------------------

    \60\ The Participants further stated that, pursuant to the 
November 2023 Exemptive Relief Order, the Plan Processor assigns an 
interim CAT-Order-ID by T+1 at 9 p.m. Eastern Time, rather than by 
the T+1 at noon Eastern Time deadline set forth in the CAT NMS Plan. 
See Notice, supra note 7, at 26987; see also November 2023 Exemptive 
Relief Order, supra note 38. The Participants stated that the 
November 2023 Exemptive Relief Order provides that the Plan 
Processor will no longer be required to provide an interim CAT-
Order-ID for Options Quotes once it has developed and implemented 
the functionality to provide a final CAT-Order-ID and lifecycle 
linkage for Options Quotes by T+2 at 8 a.m. Eastern Time, including 
all enrichments currently provided for such order events at T+5 at 8 
a.m. Eastern Time. When late or corrected data is received for 
Options Quotes between T+1 at 8 a.m. Eastern Time and T+4 at 8 a.m. 
Eastern Time, the Participants stated that the Plan Processor must 
run, on an ad hoc basis, a second processing cycle such that 
lifecycle linkage and all enrichments currently provided for such 
order events are performed by T+5 at 8 a.m. Eastern Time. See 
Notice, supra note 7, at 26987 n.27. To the extent the proposed 
amendments are approved, the Participants stated that the Plan 
Processor would no longer be required to create any lifecycle 
linkages for Options Market Maker Quotes. See id.

---------------------------------------------------------------------------

[[Page 58842]]

    T+3 @8 a.m. ET: Resubmission of corrected data
    T+4 @8 a.m. ET: Final lifecycle assembly begins, reprocessing of 
late submissions and corrections
    T+5 @8 a.m. ET: Corrected data available to Participant regulatory 
staff and the SEC

    The Participants proposed to amend Section 6.1 of Appendix D of the 
CAT NMS Plan to require the Plan Processor to provide an interim CAT-
Order-ID on an ``as requested'' basis, rather than on a regular ongoing 
basis, where there is an immediate regulatory need (for example, in the 
case of a major market event), upon request of a senior officer of the 
Division of Trading and Markets, the Division of Enforcement, or the 
Division of Examinations to CAT LLC.\61\ In such cases, proposed 
Section 6.1 of Appendix D states that the Plan Processor would be 
directed to create an interim CAT-Order-ID and make it available to 
regulators by T+1 at 9 p.m. ET if the request is received prior to T+1 
at 8 a.m. ET, or generally within 14 hours of receiving the request if 
such request was received after T+1 at 8 a.m. ET.\62\ Other conforming 
changes to Section 6.1 of Appendix D were also proposed.\63\
---------------------------------------------------------------------------

    \61\ See Notice, supra note 7, at 26988.
    \62\ Id.
    \63\ Id.
---------------------------------------------------------------------------

    The Participants clarified that, subject to the proposed amendments 
described above with respect to Options Market Maker Quotes, there 
would be no change to any other aspect of the CAT NMS Plan requirements 
for the processing of data, error feedback, and final delivery of data 
to regulators by T+5 at 8 a.m. ET, and no impact to Industry Members. 
Prior to 12:00 p.m. ET on T+1, regulators would continue to have access 
to raw unprocessed data that has been ingested by the Plan Processor, 
and between 12:00 p.m. on T+1 and T+5, regulators would continue to 
have access to all iterations of unlinked, processed data.\64\ The 
Participants believed that the Proposed Cost Savings Amendments would 
preserve the SEC's ability to obtain an interim CAT-Order-ID on an as 
needed basis, while avoiding the substantial cost of delivering an 
interim CAT-Order-ID on a regular ongoing basis.\65\
---------------------------------------------------------------------------

    \64\ Id. at 26987.
    \65\ Id.
---------------------------------------------------------------------------

    The Participants therefore stated that the anticipated savings 
associated with this change would substantially outweigh the minimal 
regulatory impact.\66\ According to the Participants, the Proposed Cost 
Savings Amendments would result in approximately $2 million in annual 
compute savings.\67\ They further stated that the estimated cost of an 
ad hoc interim CAT-Order-ID delivery is approximately $10,000 to 
$12,000 per request, based on current data volumes,\68\ and represented 
that CAT LLC would add a separate line item to its budget to reflect 
costs related to any SEC requests to generate an interim CAT-Order-
ID.\69\
---------------------------------------------------------------------------

    \66\ Id.
    \67\ Id. The Participants explained that the average typical 
daily compute costs for interim lifecycle processing is estimated to 
be approximately $8,000/day to $10,000/day for a typical day based 
on current data volumes (including savings attributable to the daily 
ODCR and Compute Savings Plans), which totals approximately $2 
million per year based on 252 trading days per year. Id. at 26988 
n.28.
    \68\ According to the Participants, this cost savings estimate 
was calculated assuming the Plan Processor implements functionality 
to provide a final CAT-Order-ID and lifecycle linkage for options 
quotes by T+2 at 8 a.m. Eastern Time (in lieu of T+5 at 8 a.m. 
Eastern Time), which the Participants stated was expected in April 
2024. Id. at 26987 n.24.
    \69\ Id. at 26987. The Participants noted, however, that they 
were unable to predict the number of authorized ad hoc runs per year 
that would be requested by the Commission. Id. at 26988 n.29.
---------------------------------------------------------------------------

D. Codification and Expansion of Exemptive Relief Permitting Deletion 
of Industry Test Data Older Than Three Months

    According to the Participants, Industry Members and Participants 
submit data to the CAT pursuant to required and voluntary testing, 
feedback files related to such data, and output files that hold the 
detailed transactions, referred to herein as ``Industry Test Data.'' 
\70\ Under Section 1.2 of Appendix D of the CAT NMS Plan, such Industry 
Test Data must be saved for three months.\71\ Separate from this 
specific three-month retention requirement, Rule 17a-1 under the 
Exchange Act requires every national securities exchange and national 
securities association to keep and preserve at least one copy of all 
documents, including all correspondence, memoranda, papers, books, 
notices, accounts, and other such records as shall be made or received 
by it in the course of its business as such and in the conduct of its 
self-regulatory activity, and to keep all such documents for a period 
of not less than five years, the first two years in an easily 
accessible place, subject to the destruction and disposition provisions 
of Rule 17a-6 under the Exchange Act.\72\ Section 9.1 of the CAT NMS 
Plan, the general recordkeeping provision for the CAT NMS Plan, also 
states, in relevant part, that the Company shall maintain complete and 
accurate books and records of the Company in accordance with SEC Rule 
17a-1.\73\
---------------------------------------------------------------------------

    \70\ Separately, the Participants stated that CAT LLC, through 
the Plan Processor, also retains ``[o]perational metrics associated 
with industry testing (including but not limited to testing results, 
firms who participated, and amount of data reported and linked)'' 
for six years, in accordance with the CAT NMS Plan. See Notice, 
supra note 7, at 26988 n.30; see also CAT NMS Plan, supra note 3, at 
Appendix D, Section 1.2. The Participants explained that the 
proposed amendments do not affect such operational metrics. See 
Notice, supra note 7, at 26988 n.30.
    \71\ Id. at 26988.
    \72\ See 17 CFR 240.17a-1(a)-(b) and 17 CFR 240.17a-6; see also 
Notice, supra note 7, at 26988. The Participants explained that the 
CAT is a facility of each of the Participants to the CAT NMS Plan. 
See Notice, supra note 7, at 26988.
    \73\ See id. at 26988-89.
---------------------------------------------------------------------------

    The Participants explained that, on June 2, 2023, CAT LLC requested 
exemptive relief from Rule 17a-1 under the Exchange Act and certain 
provisions of the CAT NMS Plan relating to the retention of Industry 
Test Data beyond three months.\74\ On November 27, 2023, the 
Participants stated that the Commission granted the requested 
relief.\75\ The Participants stated that their request for exemptive 
relief and the Industry Test Data Exemptive Relief Order apply only to 
Industry Test Data related to the CAT order and transaction system, not 
to the customer account and information system (``CAIS'').\76\
---------------------------------------------------------------------------

    \74\ See Notice, supra note 7, at 26988; see also Letter from 
Brandon Becker, CAT NMS Plan Operating Committee Chair, to Vanessa 
Countryman, Secretary, Commission, dated June 2, 2023, https://catnmsplan.com/sites/default/files/2023-06/06.02.23-Exemptive-Request-Test-Data-Retention.pdf. As noted in the exemptive request, 
CAT LLC does not believe that Industry Test Data constitutes 
documents covered by Rule 17a-1 under the Exchange Act and adheres 
to its view that the specific three-month period for Industry Test 
Data supersedes the more general, longer retention periods in the 
CAT NMS Plan, but submitted the exemptive request to obtain 
regulatory clarity in light of the SEC staff's comments that the 
longer retention periods set forth in Rule 17a-1 under the Exchange 
Act and the CAT NMS Plan may apply to Industry Test Data.
    \75\ See Notice, supra note 7, at 26988; see also Industry Test 
Data Exemptive Relief Order, supra note 14.
    \76\ See Notice, supra note 7, at 26988.
---------------------------------------------------------------------------

    The Participants proposed to amend Section 1.2 of Appendix D of the 
CAT NMS Plan to clarify that test data (whether related to the CAT 
order and transaction system or to the CAIS may be deleted by the Plan 
Processor after three months.\77\ Proposed Section 1.2 of Appendix D 
would continue to state that operational metrics associated with 
industry testing (including but not limited to testing results, firms 
who participated, and amount of data reported and linked) must be 
stored for the same duration as the CAT production data.'' \78\
---------------------------------------------------------------------------

    \77\ Id. at 26989.
    \78\ See id.

---------------------------------------------------------------------------

[[Page 58843]]

    Prior to the issuance of the Industry Test Data Exemptive Relief 
Order, the Participants explained that the Plan Processor had been 
retaining Industry Test Data beyond the three-month period prescribed 
by Appendix D of the CAT NMS Plan; they stated that eliminating 
Industry Test Data older than three months as permitted by the 
exemptive order is expected to achieve approximately $1 million per 
year in savings. According to the Participants, the Proposed Cost 
Savings Amendments would not generate additional cost savings beyond 
those achievable pursuant to the Industry Test Data Exemptive Relief 
Order.

III. Summary of Comments

    The Commission received four comment letters in connection with the 
Proposed Cost Savings Amendments.\79\ All commenters, CAT LLC, Nasdaq, 
Inc., the Financial Information Forum (``FIF'') and the Securities 
Industry and Financial Markets Association (``SIFMA'') supported the 
Proposed Cost Savings Amendments. CAT LLC and Nasdaq urged the 
Commission to approve the Proposed Cost Savings Amendments and all 
commenters stated that further steps should be taken to reduce costs 
associated with the CAT.
---------------------------------------------------------------------------

    \79\ See Letter from Howard Meyerson, Managing Director, 
Financial Information Forum, to Secretary, Commission, dated May 7, 
2024, available at https://www.sec.gov/comments/4-698/4698-467591-1256394.pdf (``FIF Letter''); Letter from Ellen Greene, Managing 
Director, Equities and Options Market Structure, and Joseph 
Corcoran, Managing Director, Associate General Counsel, The 
Securities Industry and Financial Markets Association, to Vanessa 
Countryman, Secretary, Commission, dated May 31, 2024, available at 
https://www.sec.gov/comments/4-698/4698-479631-1372454.pdf (``SIFMA 
Letter''); Letter from Jeffrey S. Davis, Senior Vice President, 
Principal Deputy General Counsel, Nasdaq, Inc. to Vanessa 
Countryman, Secretary, Commission, dated July 1, 2024, available at 
https://www.sec.gov/comments/4-698/4698-487351-1391254.pdf (``Nasdaq 
Letter''); See Letter from Brandon Becker, CAT NMS Plan Operating 
Committee Chair, to Vanessa Countryman, Secretary, Commission, dated 
July 8, 2024, available at https://www.sec.gov/comments/4-698/4-698-d.htm (``SRO Letter'').
---------------------------------------------------------------------------

A. Processing, Query, and Storage Requirements for Options Market Maker 
Quotes

    All commenters supported this aspect of the Proposed Cost Savings 
Amendments. FIF and CAT LLC supported this proposed change because as 
the Participants had stated in the Proposed Cost Savings Amendments 
``the vast majority of Options Market Maker Quote lifecycles do not 
involve any execution or allocation and usage data demonstrates that 
such data is very rarely accessed by regulators.'' \80\ FIF further 
supported ``eliminating Options Market Maker Quotes from CAT'' 
altogether and requested that the Commission and the Participants 
``conduct'' and make public ``a cost-benefit analysis of maintaining 
Options Market Maker Quotes in CAT vs. removing them from CAT.'' \81\
---------------------------------------------------------------------------

    \80\ See FIF Letter at 2; SRO Letter at 2 and 5 (citing Notice, 
supra note 7).
    \81\ FIF Letter at 2.
---------------------------------------------------------------------------

    CAT LLC stated that eliminating optimizations that are currently 
required to make Options Market Maker Quotes accessible to regulatory 
users via DIVER would result in significant savings.\82\ CAT LLC stated 
that the ``Plan Processor estimates that the continued optimization of 
Options Market Maker Quotes to make them available via DIVER would cost 
approximately $2.8 million per year. According to CAT LLC, this 
estimate consists of approximately (i) $2.2 million per year in compute 
costs for producing the DIVER-specific hash partition copy of Options 
Market Maker Quotes, and (ii) $600,000 per year in storage costs for 
one year's worth of DIVER-specific copies of Options Market Maker 
Quotes.'' CAT LLC further stated that it ``does not believe such costs 
are justified given the multiple additional and less costly alternative 
means that exist for regulatory users to access such data.'' \83\ CAT 
LLC stated that although Options Market Maker Quotes would no longer be 
accessible via DIVER, Options Market Maker Quotes would remain 
accessible through BDSQL and Direct Read interfaces, which represent 
more cost-efficient methods of providing access to the data.\84\ CAT 
LLC also stated that the ``regulatory groups of each of the 
Participants have indicated that they are able to conduct their 
regulatory programs accessing Options Market Maker Quotations via BDSQL 
and/or Direct Read.'' \85\
---------------------------------------------------------------------------

    \82\ See SRO Letter at 5.
    \83\ Id.
    \84\ Id.
    \85\ Id.
---------------------------------------------------------------------------

    Further, CAT LLC stated that the Proposed Cost Savings Amendments 
will eliminate the following Plan Processor enrichments: ``(i) derived 
next event timestamp; (ii) lifecycle sequence number; and (iii) the CAT 
Lifecycle ID (collectively, the ``Eliminated Enrichments'').'' \86\ CAT 
LLC stated that only one Participant has used any of the three 
Eliminated Enrichments in connection with Options Market Maker Quotes, 
but that the Plan Processor will provide the existing code and/or logic 
required to derive the Eliminated Enrichments to the SEC and 
Participant regulators upon request.\87\ This logic would include 
written technical requirements explaining how regulators can generate 
the Eliminated Enrichments themselves, and CAT LLC stated that it 
``believes that regulators have demonstrated the technical ability to 
integrate this code into their own environments and to process data 
sets of this size in their regulatory and surveillance activities to 
date.'' \88\ Following approval of the Cost Savings Amendments, CAT LLC 
stated that the Plan Processor will not maintain the code or logic, but 
it will maintain a copy of each so that they may be provided to any 
regulators that might request them in the future.\89\
---------------------------------------------------------------------------

    \86\ Id.
    \87\ Id.
    \88\ See SRO Letter at 6.
    \89\ Id.
---------------------------------------------------------------------------

    CAT LLC clarified that only market maker quotes that are reported 
to CAT as quote events would be affected by the Proposed Cost Savings 
Amendments, and that market maker quotes reported to CAT as order 
events will not be impacted by this proposal and will continue to 
receive all enrichments and be fully available to regulatory users in 
DIVER.\90\ CAT LLC stated that market maker quotes that are reported as 
quote events are ``primarily responsible for driving CAT operating 
costs. For example, over the last year, there has been an average of 
approximately 214 billion market maker quotes reported as quote events 
each day compared to an average of approximately 13 billion market 
maker quotes reported as order events each day.'' \91\ Additionally, 
CAT LLC stated that (i) quote events are clearly identifiable as quotes 
while it would be difficult for the Plan Processor to discern which 
order events represent market maker quotes, and (ii) the Eliminated 
Enrichments are not required to determine the correct sequence of 
events for quotes like they are for orders.\92\
---------------------------------------------------------------------------

    \90\ Id. at 7.
    \91\ Id.
    \92\ Id.
---------------------------------------------------------------------------

    SIFMA also supported this aspect of the Proposed Cost Savings 
Amendments, stating that the ``enormity of this data set . . . has 
created costs and challenges far beyond those envisioned when CAT was 
approved.'' \93\ SIFMA explained that the ``quote-to-trade ratio in 
listed options markets is so large that the operational costs of 
linking quotes to trades is an unreasonable burden'' that had not been 
supported by a cost-benefit analysis.\94\ Moreover, SIFMA noted that 
``the ratio

[[Page 58844]]

keeps increasing, with [its] member data showing the most recent peak 
of 32,000 quotes per trade in the U.S. options market in December 
2023,'' a ratio that they stated was ``nearly 4 times greater than the 
ratio described'' in the CAT NMS Plan Approval Order.\95\ SIFMA further 
expressed concern that there were no forces to ``constrain the increase 
in this ratio'' and stated that ``certain SEC market structure 
initiatives might only accelerate the increase.'' \96\ Given the 
``extremely small number of quotes'' with a ``corresponding trade,'' 
SIFMA did not believe it was reasonable to spend so much on processing 
and storage costs for Options Market Maker Quotes, especially if such 
data would continue to be reported to the CAT and if ``the SEC or a 
Participant can use the quote data as part of its surveillance or 
investigation patterns, albeit with the need to perform some additional 
computations.'' \97\
---------------------------------------------------------------------------

    \93\ SIFMA Letter at 2.
    \94\ Id. at 2-3.
    \95\ Id. at 2 (citing CAT NMS Plan Approval Order, supra note 3, 
at 84750).
    \96\ Id. For example, SIFMA explained that the Commission's 
recent ``tick size proposal has the potential to significantly 
expand the amount of quoting activity in the equities and listed 
options markets.'' Id. at 2 n.7.
    \97\ Id. at 2-3.
---------------------------------------------------------------------------

    Additionally, Nasdaq supported this proposed change and stated that 
Options Market Maker Quotes ``are the single largest data source for 
the CAT and the cost impact of storing and processing Options Market 
Maker Quotes remains a significant percentage of overall CAT costs.'' 
\98\ Nasdaq further stated that if the proposed amendment is adopted, 
CAT is expected to save $20 million related to options quotes.\99\
---------------------------------------------------------------------------

    \98\ See Nasdaq Letter at 2.
    \99\ Id.
---------------------------------------------------------------------------

    CAT LLC reiterated the $20 million annual savings and stated that 
``this number is based on an estimated 65 percent reduction in compute 
runtime associated with Options Exchange events, and an estimated 80 
percent reduction in storage footprint through the elimination of 
versioned quote data (e.g., T+2 8AM version, Final, DIVER, and OLA 
copies).'' \100\ CAT LLC further stated that the cost savings estimates 
reflect the Plan Processor's knowledge of current conditions and other 
factors, and that the estimated cost savings could change based on 
available AWS offerings or other variables.\101\ Further, CAT LLC 
clarified that the Plan Processor would continue to perform ingestion 
validation on Options Market Maker Quotes, but would stop performing 
linkage validation.\102\
---------------------------------------------------------------------------

    \100\ See SRO Letter at 3.
    \101\ Id.
    \102\ Id. at 4.
---------------------------------------------------------------------------

B. Storage for Raw Unprocessed Data and Interim Operational Copies of 
CAT Data Older Than 15 Days

    All commenters supported this aspect of the Proposed Cost Savings 
Amendments.\103\ SIFMA further stated the Commission should consider 
``whether its recordkeeping requirements are appropriate'' and 
recommended that the SEC ``embark on a more comprehensive undertaking 
about what other data can be moved to more cost-effective storage 
solutions.'' \104\
---------------------------------------------------------------------------

    \103\ See, e.g., FIF Letter at 3; SIFMA Letter at 3; Nasdaq 
Letter at 2; SRO Letter at 2-7.
    \104\ SIFMA Letter at 3.
---------------------------------------------------------------------------

    FIF also stated that ``further steps can be taken.'' \105\ For 
instance, FIF stated that, ``[i]f the Operational Data does not provide 
any value to CAT Reporters \106\ or to regulators after T+5, there is 
no reason to store this data after T+5.'' \107\ Conversely, if the 
Commission and the Participants issued a public report that ``explains 
the regulatory value of maintaining this Operational Data,'' FIF stated 
that it would ``agree with the proposal . . . to move the Operational 
Data to a more cost-effective storage tier.'' \108\ FIF further 
requested that the Commission and the Participants ``publish an 
analysis as to whether this data could be stored in tiers within AWS 
S3, such as Glacier or Glacier Deep Archive, that could be more cost 
effective than the AWS S3 Intelligent Tier, as proposed in the 
Participant filing.'' \109\
---------------------------------------------------------------------------

    \105\ FIF Letter at 3.
    \106\ ``CAT Reporter'' means ``each national securities 
exchange, national securities association and Industry Member that 
is required to record and report information to the Central 
Repository pursuant to SEC Rule 613(c).'' See CAT NMS Plan, supra 
note 3, at Section 1.1.
    \107\ FIF Letter at 3.
    \108\ Id.
    \109\ Id.
---------------------------------------------------------------------------

    In addition, FIF stated that ``enhanced transparency regarding the 
operation of the CAT system is necessary and appropriate'' and 
expressed concern that ``there could be other requirements that the 
Commission is imposing on the . . . Participants that either do not 
provide regulatory value or are beyond the scope of CAT.'' \110\ FIF 
requested that the Commission ``provide clarification'' as to why 
Industry Members and their customers should be ``required to incur 
costs for storage of data that has no regulatory value.'' \111\
---------------------------------------------------------------------------

    \110\ Id. at 3-4.
    \111\ Id.
---------------------------------------------------------------------------

    With regard to additional information requested on the cost 
calculations for moving Operational Data older than 15 days to a 
different storage tier, CAT LLC explained that their $1 million per 
year savings estimate is ``based on current storage tier pricing 
differentials and a 1:1:8 ratio of the data between the three S3 
storage tiers. Operational Data older than 15 days is currently stored 
at the `S3-FA' storage tier. AWS cloud offers three storage tiers that 
are cheaper than the S3-FA storage tier, including Glacier Deep 
Archive. Moving Operational Data older than 15 days from S3-FA to 
Glacier Deep Archive, as contemplated in the Cost Savings Amendments, 
would result in storage savings of more than 90 percent the cost of 
continuing to store such data in the S3-FA storage tier, representing 
cost savings of approximately $1 million per year.'' \112\ CAT LLC 
further explained the storage tier pricing ratio of 1:1:8 and stated 
that specific to storage cost estimates, S3 Intelligent Tier storage 
fees are allocated at a ratio of 1 (S3 Frequent Access): 1 (S3 
Infrequent Access): 8 (S3 Archive Instant Access).\113\ CAT LLC stated 
that ``this ratio describes the current percentage distribution of data 
files between storage tiers, which is driven by regulatory usage.'' 
\114\ Data files that are either new or that have recently been read by 
regulatory users are stored in S3 Frequent Access, and less frequently 
used files are moved to other S3 storage tiers based on usage. The Plan 
Processor's storage cost model is based on a 1:1:8 ratio across the S3 
storage tiers, in accordance with current observed regulatory usage. If 
regulatory users begin to read older data files more frequently, then 
those files would be moved up to S3 Frequent Access, and the 1:1:8 
ratio between the S3 storage tiers would change.\115\ Because each S3 
storage tier has its own cost-per-petabyte of data, any change in the 
1:1:8 ratio based on regulatory usage would affect storage costs.\116\
---------------------------------------------------------------------------

    \112\ SRO Letter at 3-4.
    \113\ See SRO Letter at 3.
    \114\ Id.
    \115\ Id.
    \116\ Id.
---------------------------------------------------------------------------

    CAT LLC further stated that after moving raw unprocessed data and 
interim operational data older than 15 days to a more cost-effective 
storage tier, retrieving such data for regulators would require some 
``manual intervention'' by the Plan Processor.\117\ CAT LLC noted that 
the Commission sought clarification on this ``manual intervention'', as 
this data is currently available ``without manual intervention'' in 
accordance with the CAT NMS Plan via the use of CAT data

[[Page 58845]]

management APIs.\118\ CAT LLC stated that during the four year 
operation of the CAT, the Plan Processor had not observed any 
regulatory usage of the data in question,\119\ thus CAT LLC reiterated 
its proposal that upon request to the CAT Help Desk, the Plan Processor 
would restore archived data to an accessible storage tier so that it is 
available to and searchable by regulatory users directly.\120\
---------------------------------------------------------------------------

    \117\ See SRO Letter at 7.
    \118\ Id.
    \119\ Id.
    \120\ Id.
---------------------------------------------------------------------------

C. Provision of an Interim CAT-Order-ID on an ``As Requested'' Basis

    All commenters supported this aspect of the Proposed Cost Savings 
Amendments. Nasdaq stated that this proposal could save ``$2[sic] by 
changing the availability of the interim CAT-Order-ID from a daily 
basis to an as requested basis.'' \121\ CAT LLC stated that by 
multiplying the ``$8,000 to $10,000 cost per day by 252 trading days 
per year,'' the ``Plan Processor estimates that it costs approximately 
$2 million per year to generate an interim CAT-Order-ID on a daily 
basis.'' \122\ The Proposed Cost Savings Amendments would change this 
from an ongoing daily expense to an ``as requested'' expense, which the 
Plan Processor estimates would cost between $10,000 and $12,000 per 
request.\123\ CAT LLC stated that this estimate is ``based on on-demand 
AWS rates for a typical day with average data volumes, less Options 
Market Maker Quotes data volume and its associated storage needs.'' 
\124\ CAT LLC noted that the Plan Processor did not estimate the number 
of requests that it may receive from regulators each year to generate 
an interim CAT-Order-ID, so the estimated $2 million in annual savings 
would decrease depending on number of requests received from 
regulators.\125\
---------------------------------------------------------------------------

    \121\ See Nasdaq Letter at 2.
    \122\ See SRO Letter at 4.
    \123\ Id.
    \124\ Id.
    \125\ Id.
---------------------------------------------------------------------------

    FIF agreed with the Participants that ``the substantial cost of 
delivering an interim CAT-Order-ID on a continuous basis outweighs any 
regulatory benefit.'' \126\ FIF also requested that the Commission and 
the Participants ``publish a cost-benefit analysis of the current and 
proposed mandates relating to the assignment of an interim CAT-Order-
ID,'' including an analysis of why assignment of an interim CAT-Order-
ID would be appropriate even on an ``as requested'' basis.\127\
---------------------------------------------------------------------------

    \126\ FIF Letter at 4 (citing Notice, supra note 7); see also 
SIFMA Letter at 4 (``This is yet another illustration of incurring 
costs without a corresponding regulatory benefit.'').
    \127\ FIF Letter at 4.
---------------------------------------------------------------------------

    SIFMA stated that the Participants had proposed to ``provide an 
interim CAT-Order-ID on an as needed basis and in doing so would 
realize substantial cost savings.'' \128\ SIFMA therefore stated that 
the proposed changes were ``essential and long overdue'' and stated 
that ``[d]ecisions made by the SEC years ago about what it thought it 
needed in terms of the timeliness and availability of interim data must 
be re-examined by the SEC in light of its real-world experience and its 
understanding of the incremental costs to provide such data.'' \129\
---------------------------------------------------------------------------

    \128\ SIFMA Letter at 3.
    \129\ Id. at 3-4.
---------------------------------------------------------------------------

D. Codification and Expansion of Exemptive Relief Permitting Deletion 
of Industry Test Data Older Than Three Months

    Two commenters supported this aspect of the Proposed Cost Savings 
Amendments. SIFMA stated that it supported this change, ``as it 
incorporates into the [CAT NMS] Plan previously-granted relief as well 
as applies that relief to test data used in connection with the CAT 
CAIS.'' \130\ FIF stated that it supported this change ``because 
storage of test data in CAT is not relevant for regulatory 
surveillance.'' \131\ FIF further stated that it supported ``deletion 
of all test data after one week'' and requested that the Commission and 
the Participants ``publish a cost-benefit analysis of any mandate to 
retain test data beyond one week,'' which analysis should ``identify 
any use cases that would involve access to test data beyond one week, 
including the regulatory purpose.'' \132\
---------------------------------------------------------------------------

    \130\ Id. at 4.
    \131\ FIF Letter at 5.
    \132\ FIF Letter at 5.
---------------------------------------------------------------------------

E. Additional Information on the Participants' Proposed Cost Savings 
Amendments

    In response to the Commission staff's request for additional 
details regarding their cost savings calculations, CAT LLC stated that 
``all cost and savings projections necessarily are good faith estimates 
based on current information and reflect the current state and costs of 
CAT operations, including the current number of exchanges.'' \133\ CAT 
LLC also stated that ``it would be unduly burdensome and not 
necessarily meaningful to require CAT LLC and the Plan Processor to 
provide separate cost estimates attributable to each interdependent 
subcomponent of a particular proposal . . . All of the cost savings 
estimates for the Cost Savings Amendments are based on, among other 
factors: current CAT NMS Plan requirements; reporting by Participants, 
Industry Members, and market data providers; observed data rates and 
volumes; current storage and compute pricing discounts, compute 
reservations, and cost savings plans (i.e., including savings 
attributable to the daily On-Demand Capacity Reservations and Compute 
Savings Plans); and associated cloud fees. Actual future savings could 
be more or less than estimated due to changes in any of these 
variables.'' \134\
---------------------------------------------------------------------------

    \133\ See SRO Letter at 2.
    \134\ Id. at 2-3.
---------------------------------------------------------------------------

F. Other Comments

    All commenters requested that additional steps be taken to further 
manage and reduce CAT operating costs.\135\ For instance, SIFMA 
suggested that the Commission and the Participants should ``assess 
their own CAT usage patterns and needs to identify further cost saving 
measures.'' \136\ SIFMA stated that the CAT ``should be operated to 
meet the reasonable and legitimate needs of regulators, and not as a 
monolith to address any regulatory use case regardless of the costs.'' 
\137\ SIFMA also stated that the Participants and the Commission could 
``provide Industry Members with a more meaningful opportunity to 
contribute their experience and expertise to the CAT's budget setting 
and cost savings processes.'' \138\ Specifically, SIFMA recommended 
that the Participants establish a separate working group that includes 
Industry Members to focus on ways the CAT system can be made more 
efficient from a cost perspective while still achieving its goals.\139\ 
``Without more direct involvement by Industry Members in the CAT 
budgeting process,'' SIFMA stated that ``there is an insufficient 
structural framework and incentives to bring CAT costs under control.'' 
\140\
---------------------------------------------------------------------------

    \135\ See, e.g., FIF Letter at 2; SIFMA Letter at 1; Nasdaq 
Letter at 2.
    \136\ See, e.g., SIFMA Letter at 2.
    \137\ Id.
    \138\ See, e.g., SIFMA Letter at 1.
    \139\ Id.
    \140\ Id.
---------------------------------------------------------------------------

    FIF expressed similar concerns.\141\ FIF stated that it was 
important for the

[[Page 58846]]

Commission to ``provide transparency about any proposed CAT processing 
changes and the associated costs of those changes.'' \142\ FIF stated 
that the Commission ``should not impose CAT reporting requirements that 
are beyond the scope of Commission Rule 613 and the CAT NMS Plan'' and 
that ``[p]roposed changes to current CAT processing or reporting 
requirements that could involve further significant increases in CAT 
operating costs should be subject to an appropriate cost-benefit 
analysis that is included as part of a CAT NMS Plan amendment.'' \143\
---------------------------------------------------------------------------

    \141\ These concerns were also set forth in a previous comment 
letter to the Commission that was jointly submitted by SIFMA and 
FIF. See FIF Letter, at 5 n.19; see also Letter from Joseph 
Corcoran, Managing Director, Associate General Counsel, and Ellen 
Greene, Managing Director, Equities & Options Market Structure, 
SIFMA, and Howard Meyerson, Managing Director, FIF, to Secretary, 
Commission, dated July 31, 2023, available at https://www.sec.gov/comments/4-698/4698-238359-498762.pdf.
    \142\ FIF Letter at 5.
    \143\ Id.
---------------------------------------------------------------------------

    The SRO Letter and Nasdaq Letter reiterated the Participants' 
points in the Proposed Cost Savings Amendments regarding the impact on 
regulatory usage by stating that the proposals would have a minimal 
impact on regulatory usage and that the Participants believe that the 
expected savings substantially outweigh the minimal regulatory impact 
of the proposed changes.\144\ Both commenters further stated that they 
note that SIFMA and FIF are in support of the Proposed Cost Savings 
Amendments.\145\
---------------------------------------------------------------------------

    \144\ See Nasdaq Letter at 2; SRO Letter at 2.
    \145\ See Nasdaq Letter at 2; SRO Letter at 8.
---------------------------------------------------------------------------

IV. Proceedings To Determine Whether To Approve or Disapprove the 
Proposed Amendment

    The Commission is instituting proceedings pursuant to Rule 
608(b)(2)(i) of Regulation NMS,\146\ and Rules 700 and 701 of the 
Commission's Rules of Practice,\147\ to determine whether to disapprove 
the Proposed Cost Savings Amendments or to approve the Proposed Cost 
Savings Amendments with any changes or subject to any conditions the 
Commission deems necessary or appropriate. Institution of proceedings 
does not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, the Commission seeks and 
encourages interested persons to provide additional comment on the 
Proposed Cost Savings Amendments to inform the Commission's analysis.
---------------------------------------------------------------------------

    \146\ 17 CFR 242.608(b)(2)(i).
    \147\ 17 CFR 201.700; 17 CFR 201.701.
---------------------------------------------------------------------------

    Rule 608(b)(2) of Regulation NMS provides that the Commission 
``shall approve a national market system plan or proposed amendment to 
an effective national market system plan, with such changes or subject 
to such conditions as the Commission may deem necessary or appropriate, 
if it finds that such plan or amendment is necessary or appropriate in 
the public interest, for the protection of investors and the 
maintenance of fair and orderly markets, to remove impediments to, and 
perfect the mechanisms of, a national market system, or otherwise in 
furtherance of the purposes of the [Exchange] Act.'' \148\ Rule 
608(b)(2) further provides that the Commission shall disapprove a 
national market system plan or proposed amendment if it does not make 
such a finding.\149\ In the Notice, the Commission sought comment on 
the Proposed Cost Savings Amendments, including whether the Proposed 
Cost Savings Amendments are consistent with the Exchange Act.\150\ In 
this order, pursuant to Rule 608(b)(2)(i) of Regulation NMS,\151\ the 
Commission is providing notice of the grounds for disapproval under 
consideration:
---------------------------------------------------------------------------

    \148\ 17 CFR 242.608(b)(2).
    \149\ Id.
    \150\ See Notice, supra note 7, at 26997-98.
    \151\ 17 CFR 242.608(b)(2)(i).
---------------------------------------------------------------------------

     Whether, consistent with Rule 608 of Regulation NMS, the 
Participants have demonstrated how the Proposed Cost Savings Amendments 
are necessary or appropriate in the public interest, for the protection 
of investors and the maintenance of fair and orderly markets, to remove 
impediments to, and perfect the mechanisms of, a national market 
system, or otherwise in furtherance of the purposes of the Exchange 
Act; \152\
---------------------------------------------------------------------------

    \152\ 17 CFR 242.608(b)(2).
---------------------------------------------------------------------------

     Whether the Participants have demonstrated how the 
Proposed Cost Savings Amendments are consistent with Section 6(b)(5) 
\153\ and Section 15A(b)(6) \154\ of the Exchange Act, which require 
that the rules of a national securities exchange or national securities 
association be ``designed to prevent fraudulent and manipulative acts 
and practices, to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public 
interest'';
---------------------------------------------------------------------------

    \153\ 15 U.S.C. 78f(b)(5).
    \154\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

     Whether the Participants have demonstrated how the 
Proposed Cost Savings Amendments are consistent with Section 11A of the 
Exchange Act,\155\ which directs the Commission, ``having due regard 
for the public interest, the protection of investors, and the 
maintenance of fair and orderly markets, to use its authority under 
this chapter to facilitate the establishment of a national market 
system . . . in accordance with the findings and to carry out the 
objectives'' expressed by Congress, including, among other things, that 
``[i]t is in the public interest and appropriate for the protection of 
investors and the maintenance of fair and orderly markets to assure . . 
. (i) economically efficient execution of securities transactions; 
[and] (ii) fair competition among brokers and dealers, among exchange 
markets, and between exchange markets and markets other than exchange 
markets,'' as well as ``to authorize or require self-regulatory 
organizations to act jointly with respect to matters as to which they 
share authority under this chapter in planning, developing, operating, 
or regulating a national market system (or a subsystem thereof) or on 
or more facilities thereof'';
---------------------------------------------------------------------------

    \155\ 15 U.S.C. 78k-1.
---------------------------------------------------------------------------

     Whether the Participants have demonstrated how the 
Proposed Cost Savings Amendments are consistent with Section 17 of the 
Exchange Act \156\ and Rules 17a-1 and 17a-4,\157\ which set forth 
requirements for national securities exchanges, national securities 
associations, brokers, and dealers related to making, keeping, 
furnishing, and disseminating records;
---------------------------------------------------------------------------

    \156\ 15 U.S.C. 78q.
    \157\ 17 CFR 240.17a-1.
---------------------------------------------------------------------------

     Whether and if so how, the Proposed Cost Savings 
Amendments would affect efficiency, competition, or capital formation, 
which analysis is required by Rule 613 under the Exchange Act; \158\ 
and
---------------------------------------------------------------------------

    \158\ 17 CFR 242.613(a)(5).
---------------------------------------------------------------------------

     Whether modifications to the Proposed Cost Savings 
Amendments, or conditions to its approval, would be necessary or 
appropriate in the public interest, for the protection of investors and 
the maintenance of orderly markets, to remove impediments to, and 
perfect the mechanisms of, a national market system, or otherwise in 
furtherance of the Exchange Act.\159\
---------------------------------------------------------------------------

    \159\ 17 CFR 242.608(b)(2).
---------------------------------------------------------------------------

    Under the Commission's Rules of Practice, the ``burden to 
demonstrate that a NMS plan filing is consistent with the Exchange Act 
and the rules and regulations issued thereunder . . . is on the plan 
participants that filed the NMS plan filing.'' \160\ The description of 
the NMS plan filing, its purpose and operation, its effect, and a legal 
analysis of its consistency with applicable requirements must all be 
sufficiently detailed and specific to support an

[[Page 58847]]

affirmative Commission finding.\161\ Any failure of the plan 
participants that filed the NMS plan filing to provide such detail and 
specificity may result in the Commission not having a sufficient basis 
to make an affirmative finding that the NMS plan filing is consistent 
with the Exchange Act and the applicable rules and regulations 
thereunder.\162\
---------------------------------------------------------------------------

    \160\ 17 CFR 201.701(b)(3)(ii).
    \161\ Id.
    \162\ Id.
---------------------------------------------------------------------------

V. Commission's Solicitation of Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the Proposed Cost Savings Amendments. In particular, the 
Commission invites the written views of interested persons concerning 
whether the Proposed Cost Savings Amendments are consistent with the 
Exchange Act, the rules and regulations thereunder, or any other 
provisions of the CAT NMS Plan. The Commission asks that commenters 
address the sufficiency and merit of the Participants' statements in 
support of the Proposed Cost Savings Amendments, in addition to any 
other comments they may wish to submit about the proposed rule changes.
    To consider the impact of the Proposed Cost Savings Amendments on 
efficiency, competition, and capital formation,\163\ the Commission 
requests additional information. In particular:
---------------------------------------------------------------------------

    \163\ The Commission is required to consider the impact of 
amendments to the CAT NMS Plan on efficiency, competition, and 
capital formation. See 17 CFR 242.613(a)(5).
---------------------------------------------------------------------------

     To understand the effect of the Proposed Cost Savings 
Amendments on the operational efficiency of the Central Repository (and 
the follow-on effects on market efficiency, competition, and capital 
formation), the Commission requests additional details and underlying 
calculations used to estimate the cost savings as well as information 
on the costs to the Plan Processor of implementing each element of each 
of the proposed amendments (e.g., some amendments would require coding 
changes, which would impose costs). The Commission also requests more 
specific information on data processes, such as processes for 
identifying and tracking linkage-related errors without the use of an 
interim CAT-Order-ID, that inform on how the Proposed Cost Savings 
Amendments affect operational efficiency.
     To understand the effect of the Proposed Cost Savings 
Amendments on regulatory efficiency (and follow-on effects on investor 
protection and capital formation), in addition to the three 
``Eliminated Enhancements'' discussed in the SRO Letter,\164\ the 
Commission requests more information on data elements--namely, a list 
of fields and variables for various event types in current CAT Data--
that would no longer be directly available, would only be available 
indirectly (via notifications or making of requests to the Plan 
Processor or other entities), or would be available on a delay relative 
to today. The Commission also requests information on existing 
substitutes for such data elements (e.g., substitutes for interim CAT-
Order-ID), and on how these substitutes could be used by data users to 
alleviate any reductions in regulatory efficiency.
---------------------------------------------------------------------------

    \164\ See SRO Letter at 5.
---------------------------------------------------------------------------

    Although there do not appear to be any issues relevant to approval 
or disapproval that would be facilitated by an oral presentation of 
views, data, and arguments, the Commission will consider, pursuant to 
Rule 608(b)(2)(i) of Regulation NMS,\165\ any request for an 
opportunity to make an oral presentation.\166\
---------------------------------------------------------------------------

    \165\ 17 CFR 242.608(b)(2)(i).
    \166\ Rule 700(c)(ii) of the Commission's Rules of Practice 
provides that ``[t]he Commission, in its sole discretion, may 
determine whether any issues relevant to approval or disapproval 
would be facilitated by the opportunity for an oral presentation of 
views.'' 17 CFR 201.700(c)(ii).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and 
arguments regarding whether the Proposed Cost Savings Amendments should 
be approved or disapproved by August 9, 2024. Any person who wishes to 
file a rebuttal to any other person's submission must file that 
rebuttal by August 23, 2024. Comments may be submitted by any of the 
following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number 4-698 (CAT Cost Savings Amendment) on the subject line.

Paper Comments

     Send paper comments in triplicate to: Secretary, 
Securities and Exchange Commission, 100 F Street NE, Washington, DC 
20549-1090.

All submissions should refer to File Number 4-698 (CAT Cost Savings 
Amendment). This file number should be included on the subject line if 
email is used. To help the Commission process and review your comments 
more efficiently, please use only one method. The Commission will post 
all comments on the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for website 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE, Washington, DC 20549 on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be 
available for inspection and copying at the Participants' principal 
offices. Do not include personal identifiable information in 
submissions; you should submit only information that you wish to make 
available publicly. We may redact in part or withhold entirely from 
publication submitted material that is obscene or subject to copyright 
protection. All submissions should refer to File Number 4-698 (CAT Cost 
Savings Amendment) and should be submitted on or before August 9, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\167\
---------------------------------------------------------------------------

    \167\ 17 CFR 200.30-3(a)(85).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-15908 Filed 7-18-24; 8:45 am]
BILLING CODE 8011-01-P