[Federal Register Volume 89, Number 171 (Wednesday, September 4, 2024)]
[Notices]
[Pages 72009-72032]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-19774]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100866; File No. SR-GEMX-2024-29]


Self-Regulatory Organizations; Nasdaq GEMX, LLC.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Establish 
Fees Related to Certain Prospective Costs of the National Market System 
Plan Governing the Consolidated Audit Trail

August 28, 2024.
    Pursuant to Section 19(b)(1) under the Securities Exchange Act of 
1934 (the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby 
given that on August 15, 2024, Nasdaq GEMX, LLC (``GEMX'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to establish fees for Industry Members \3\ 
related to reasonably budgeted CAT costs of the National Market System 
Plan Governing the Consolidated Audit Trail (the ``CAT NMS Plan'' or 
``Plan'') for the period from July 16, 2024 through December 31, 2024, 
as described further below.
---------------------------------------------------------------------------

    \3\ An ``Industry Member'' is defined as ``a member of a 
national securities exchange or a member of a national securities 
association.'' See Nasdaq Rule General 7(u) (GEMX General 7 
incorporates The Nasdaq Stock Market LLC Rule General 7 by 
reference); see also Section 1.1 of the CAT NMS Plan. Unless 
otherwise specified, capitalized terms used in this rule filing are 
defined as set forth in the CAT NMS Plan and/or the CAT Compliance 
Rule. Nasdaq Rule General 7 (Consolidated Audit Trail Compliance).
---------------------------------------------------------------------------

    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, at 
the principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On July 11, 2012, the Commission adopted Rule 613 of Regulation 
NMS, which required the self-regulatory organizations (``SROs'') to 
submit a national market system (``NMS'') plan to create, implement and 
maintain a consolidated audit trail that would capture customer and 
order event information for orders in NMS securities across all 
markets, from the time of order inception through routing, 
cancellation, modification or

[[Page 72010]]

execution.\4\ On November 15, 2016, the Commission approved the CAT NMS 
Plan.\5\ Under the CAT NMS Plan, the Operating Committee has the 
discretion to establish funding for CAT LLC to operate the CAT, 
including establishing fees for Industry Members to be assessed by CAT 
LLC that would be implemented on behalf of CAT LLC by the 
Participants.\6\ The Operating Committee adopted a revised funding 
model to fund the CAT (``CAT Funding Model''). On September 6, 2023, 
the Commission approved the CAT Funding Model after concluding that the 
model was reasonable and that it satisfied the requirements of Section 
11A of the Exchange Act and Rule 608 thereunder.\7\
---------------------------------------------------------------------------

    \4\ Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 
FR 45722 (Aug. 1, 2012).
    \5\ Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 
FR 84696 (Nov. 23, 2016) (``CAT NMS Plan Approval Order'').
    \6\ Section 11.1(b) of the CAT NMS Plan.
    \7\ Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 
FR 62628 (Sept. 12, 2023) (``CAT Funding Model Approval Order'').
---------------------------------------------------------------------------

    The CAT Funding Model provides a framework for the recovery of the 
costs to create, develop and maintain the CAT, including providing a 
method for allocating costs to fund the CAT among Participants and 
Industry Members. The CAT Funding Model establishes two categories of 
fees: (1) CAT fees assessed by CAT LLC and payable by certain Industry 
Members to recover a portion of historical CAT costs previously paid by 
the Participants (``Historical CAT Assessment'' fees); and (2) CAT fees 
assessed by CAT LLC and payable by Participants and Industry Members to 
fund prospective CAT costs (``CAT Fees'').\8\
---------------------------------------------------------------------------

    \8\ Under the CAT Funding Model, the Operating Committee may 
establish CAT Fees related to CAT costs going forward. Section 
11.3(a) of the CAT NMS Plan. This filing only establishes CAT Fee 
2024-1 related to reasonably budgeted CAT costs for the period from 
July 16, 2024 through December 31, 2024 as described herein; it does 
not address any other potential CAT Fees related to CAT costs. Any 
such other CAT Fee will be subject to a separate fee filing. In 
addition, under the CAT Funding Model, the Operating Committee may 
establish one or more Historical CAT Assessments. Section 11.3(b) of 
the CAT NMS Plan. This filing does not address any Historical CAT 
Assessments.
---------------------------------------------------------------------------

    Under the CAT Funding Model, Participants, CEBBs and CEBSs are 
subject to fees designed to cover the ongoing budgeted costs of the 
CAT, as determined by the Operating Committee. ``The Operating 
Committee will establish fees (`CAT Fees') to be payable by 
Participants and Industry Members with regard to CAT costs not 
previously paid by the Participants (`Prospective CAT Costs').'' \9\ In 
establishing a CAT Fee, the Operating Committee will calculate a ``Fee 
Rate'' for the relevant period. Then, for each month in which a CAT Fee 
is in effect, each CEBB and CEBS would be required to pay the fee for 
each transaction in Eligible Securities executed by the CEBB or CEBS 
from the prior month as set forth in CAT Data, where the fee for each 
transaction will be calculated by multiplying the number of executed 
equivalent shares in the transaction by one-third and by the Fee 
Rate.\10\
---------------------------------------------------------------------------

    \9\ Section 11.3(a) of the CAT NMS Plan.
    \10\ In approving the CAT Funding Model, the Commission stated 
that, ``[t]he proposed recovery of Prospective CAT Costs is 
appropriate.'' CAT Funding Model Approval Order at 62651.
---------------------------------------------------------------------------

    The CAT Fees to be paid by CEBBs and CEBSs are designed to 
contribute toward the recovery of two-thirds of the budgeted CAT costs 
for the relevant period.\11\ The CAT Funding Model is designed to 
require that the Participants contribute to the recovery of the 
remaining one-third of the budgeted CAT costs.\12\ Participants would 
be subject to the same Fee Rate as CEBBs and CEBSs.\13\ While CAT Fees 
charged to Industry Members become effective in accordance with the 
requirements of Section 19(b) of the Exchange Act,\14\ CAT fees charged 
to Participants are implemented via an approval of the CAT fees by the 
Operating Committee in accordance with the requirements of the CAT NMS 
Plan.\15\ Accordingly, this filing does not address Participant CAT 
fees as they are described in the CAT NMS Plan.\16\
---------------------------------------------------------------------------

    \11\ Section 11.3(a)(iii)(A) of the CAT NMS Plan.
    \12\ Section 11.3(a)(ii)(A) of the CAT NMS Plan.
    \13\ Section 11.3(a)(ii) of the CAT NMS Plan.
    \14\ Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
    \15\ CAT Funding Model Approval Order at 62659.
    \16\ See Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
---------------------------------------------------------------------------

    CAT LLC proposes to charge CEBBs and CEBSs (as described in more 
detail below) CAT Fee 2024-1 to recover the reasonably budgeted CAT 
costs for July 16, 2024 through December 31, 2024, in accordance with 
the CAT Funding Model. To implement this fee on behalf of CAT LLC, the 
CAT NMS Plan requires the Participants to ``file with the SEC under 
Section 19(b) of the Exchange Act any such fees on Industry Members 
that the Operating Committee approves, and such fees shall be labeled 
as `Consolidated Audit Trail Funding Fees.' '' \17\ The Plan further 
states that ``[o]nce the Operating Committee has approved such Fee 
Rate, the Participants shall be required to file with the SEC pursuant 
to Section 19(b) of the Exchange Act CAT Fees to be charged to Industry 
Members calculated using such Fee Rate.'' \18\ Accordingly, the purpose 
of this filing is to implement a CAT Fee on behalf of CAT LLC for 
Industry Members, referred to as CAT Fee 2024-1, in accordance with the 
CAT NMS Plan.
---------------------------------------------------------------------------

    \17\ Section 11.1(b) of the CAT NMS Plan.
    \18\ Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
---------------------------------------------------------------------------

(1) CAT Executing Brokers
    CAT Fee 2024-1 will be charged to each CEBB and CEBS for each 
applicable transaction in Eligible Securities.\19\ The CAT NMS Plan 
defines a ``CAT Executing Broker'' to mean:
---------------------------------------------------------------------------

    \19\ In its approval of the CAT Funding Model, the Commission 
determined that charging CAT fees to CAT Executing Brokers was 
reasonable. In reaching this conclusion, the Commission noted that 
the use of CAT Executing Brokers is appropriate because the CAT 
Funding Model is based upon the calculation of executed equivalent 
shares, and, therefore, charging CAT Executing Brokers would reflect 
their executing role in each transaction. Furthermore, the 
Commission noted that, because CAT Executing Brokers are already 
identified in transaction reports from the exchanges and FINRA's 
equity trade reporting facilities recorded in CAT Data, charging CAT 
Executing Brokers could streamline the billing process. CAT Funding 
Model Approval Order at 62629.

    (a) with respect to a transaction in an Eligible Security that 
is executed on an exchange, the Industry Member identified as the 
Industry Member responsible for the order on the buy-side of the 
transaction and the Industry Member responsible for the sell-side of 
the transaction in the equity order trade event and option trade 
event in the CAT Data submitted to the CAT by the relevant exchange 
pursuant to the Participant Technical Specifications; and (b) with 
respect to a transaction in an Eligible Security that is executed 
otherwise than on an exchange and required to be reported to an 
equity trade reporting facility of a registered national securities 
association, the Industry Member identified as the executing broker 
and the Industry Member identified as the contra-side executing 
broker in the TRF/ORF/ADF transaction data event in the CAT Data 
submitted to the CAT by FINRA pursuant to the Participant Technical 
Specifications; provided, however, in those circumstances where 
there is a non-Industry Member identified as the contra-side 
executing broker in the TRF/ORF/ADF transaction data event or no 
contra-side executing broker is identified in the TRF/ORF/ADF 
transaction data event, then the Industry Member identified as the 
executing broker in the TRF/ORF/ADF transaction data event would be 
treated as CAT Executing Broker for the Buyer and for the 
Seller.\20\
---------------------------------------------------------------------------

    \20\ Section 1.1 of the CAT NMS Plan. Note that CEBBs and CEBSs 
may, but are not required to, pass-through their CAT Fees to their 
clients, who may, in turn, pass their fees to their clients until 
they are imposed ultimately on the account that executed the 
transaction. See CAT Funding Model Approval Order at 62649.

    The following fields of the Participant Technical Specifications 
indicate the CAT Executing Brokers for the transactions executed on an 
exchange:

[[Page 72011]]



                                          Equity Order Trade (EOT) \21\
----------------------------------------------------------------------------------------------------------------
          No.                       Field name                    Data type          Description     Include key
----------------------------------------------------------------------------------------------------------------
12.n.8/13.n.8.........  member............................  Member Alias........  The identifier     C
                                                                                   for the member
                                                                                   firm that is
                                                                                   responsible for
                                                                                   the order on
                                                                                   this side of the
                                                                                   trade.
                                                                                  Not required if
                                                                                   there is no
                                                                                   order for the
                                                                                   side as
                                                                                   indicated by the
                                                                                   NOBUYID/NOSELLID
                                                                                   instruction.
                                                                                  This must be
                                                                                   provided if
                                                                                   orderID is
                                                                                   provided.
----------------------------------------------------------------------------------------------------------------


                                             Option Trade (OT) \22\
----------------------------------------------------------------------------------------------------------------
          No.                       Field name                    Data type          Description     Include key
----------------------------------------------------------------------------------------------------------------
16.n.13/17.n.13.......  member............................  Member Alias........  The identifier     R
                                                                                   for the member
                                                                                   firm that is
                                                                                   responsible for
                                                                                   the order.
----------------------------------------------------------------------------------------------------------------

    In addition, the following fields of the Participant Technical 
Specifications would indicate the CAT Executing Brokers for the 
transactions executed otherwise than on an exchange:
---------------------------------------------------------------------------

    \21\ See Table 23, Section 4.7 (Order Trade Event) of the CAT 
Reporting Technical Specifications for Plan Participants, Version 
4.1.0-r21 (Apr. 15, 2024), https://www.catnmsplan.com/sites/default/files/2024-04/04.15.2024-CAT_Reporting_Technical_Specifications_for_Participants_4.1.0-r21.pdf (``CAT Reporting Technical Specifications for Plan 
Participants'').
    \22\ See Table 51, Section 5.2.5.1 (Simple Option Trade Event) 
of the CAT Reporting Technical Specifications for Plan Participants.

                                  TRF/ORF/ADF Transaction Data Event (TRF) \23\
----------------------------------------------------------------------------------------------------------------
          No.                       Field name                    Data type          Description     Include key
----------------------------------------------------------------------------------------------------------------
26....................  reportingExecutingMpid............  Member Alias........  MPID of the        R
                                                                                   executing party.
28....................  contraExecutingMpid...............  Member Alias........  MPID of the        C
                                                                                   contra-side
                                                                                   executing party.
----------------------------------------------------------------------------------------------------------------

(2) Calculation of Fee Rate 2024-1
---------------------------------------------------------------------------

    \23\ See Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data 
Event) of the CAT Reporting Technical Specifications for Plan 
Participants.
---------------------------------------------------------------------------

    The Operating Committee determined the Fee Rate to be used in 
calculating CAT Fee 2024-1 (``Fee Rate 2024-1'') by dividing the 
reasonably budgeted CAT costs (``Budgeted CAT Costs 2024-1'') for the 
period from July 16, 2024 through December 31, 2024 (``CAT Fee 2024-1 
Period'') by the reasonably projected total executed share volume of 
all transactions in Eligible Securities for the four-month recovery 
period, as discussed in detail below.\24\ Based on this calculation, 
the Operating Committee has determined that Fee Rate 2024-1 would be 
$0.0001043598251997246 per executed equivalent share. This rate is then 
divided by three and rounded to determine the fee rate of $0.000035 per 
executed equivalent share that will be assessed to CEBBs and CEBSs, as 
also discussed in detail below.
---------------------------------------------------------------------------

    \24\ Section 11.3(a)(i) of the CAT NMS Plan.
---------------------------------------------------------------------------

(A) CAT Fee 2024-1 Period
    CAT LLC proposes to implement CAT Fee 2024-1 as the first CAT Fee 
related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 
2024-1 during the year, rather than at the beginning of the year. 
Accordingly, CAT Fee 2024-1 ``would be calculated as described in 
paragraph II'' of Section 11.3(a)(i)(A) of the CAT NMS Plan, which 
states that ``[d]uring each year, the Operating Committee will 
calculate a new Fee Rate by dividing the reasonably budgeted CAT costs 
for the remainder of the year by the reasonably projected total 
executed equivalent share volume of all transactions in Eligible 
Securities for the remainder of the year.'' \25\ For CAT Fee 2024-1, 
the reasonably budgeted CAT costs for ``the remainder of the year'' are 
the reasonably budgeted CAT costs from July 16, 2024 through December 
31, 2024. This period is referred to as the CAT Fee 2024-1 Period. Such 
costs would be recovered over a four-month period, where the first 
invoices are sent in October 2024 based on transactions in September 
2024.
---------------------------------------------------------------------------

    \25\ Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
---------------------------------------------------------------------------

(B) Executed Equivalent Shares for Transactions in Eligible Securities
    Under the CAT NMS Plan, for purposes of calculating CAT Fees, 
executed equivalent shares in a transaction in Eligible Securities will 
be reasonably counted as follows: (1) each executed share for a 
transaction in NMS Stocks will be counted as one executed equivalent 
share; (2) each executed contract for a transaction in Listed Options 
will be counted based on the multiplier applicable to the specific 
Listed Options (i.e., 100 executed equivalent shares or such other 
applicable multiplier); and (3) each executed share for a transaction 
in OTC Equity Securities will be counted as 0.01 executed equivalent 
share.\26\
---------------------------------------------------------------------------

    \26\ Section 11.3(a)(i)(B) of the CAT NMS Plan. In approving the 
CAT Funding Model, the Commission concluded that ``the use of 
executed equivalent share volume as the basis of the proposed cost 
allocation methodology is reasonable and consistent with the 
approach taken by the funding principles of the CAT NMS Plan.'' CAT 
Funding Model Approval Order at 62640.
---------------------------------------------------------------------------

(C) Budgeted CAT Costs 2024-1
    The CAT NMS Plan states that ``[t]he budgeted CAT costs for the 
year shall be comprised of all reasonable fees, costs and expenses 
reasonably budgeted to be incurred by or for the Company in connection 
with the development, implementation and operation of the CAT as set 
forth in the annual operating budget approved by the Operating 
Committee pursuant to Section 11.1(a) of the CAT NMS Plan, or as 
adjusted during the year by the Operating

[[Page 72012]]

Committee.'' \27\ Section 11.1(a) of the CAT NMS Plan describes the 
requirement for the Operating Committee to approve an operating budget 
for CAT LLC on an annual basis. It requires the budget to ``include the 
projected costs of the Company, including the costs of developing and 
operating the CAT for the upcoming year, and the sources of all 
revenues to cover such costs, as well as the funding of any reserve 
that the Operating Committee reasonably deems appropriate for the 
prudent operation of the Company.'' Section 11.1(a)(i) of the CAT NMS 
Plan further states that:
---------------------------------------------------------------------------

    \27\ Section 11.3(a)(i)(C) of the CAT NMS Plan.

[w]ithout limiting the foregoing, the reasonably budgeted CAT costs 
shall include technology (including cloud hosting services, 
operating fees, CAIS operating fees, change request fees and 
capitalized developed technology costs), legal, consulting, 
insurance, professional and administration, and public relations 
costs, a reserve and such other cost categories as reasonably 
---------------------------------------------------------------------------
determined by the Operating Committee to be included in the budget.

In accordance with the requirements under the CAT NMS Plan, the 
Operating Committee approved an annual budget for 2024 for CAT LLC in 
December 2023 (``Original 2024 Budget'').\28\ In August 2024, the 
Operating Committee approved an updated budget for 2024 (``Updated 2024 
Budget'').\29\ The Updated 2024 Budget includes actual costs for each 
category for the months of January through July 2024, with estimated 
costs for the remaining months of 2024. The Operating Committee also 
approved the budgeted CAT costs for the CAT Fee 2024-1 Period (i.e., 
Budgeted CAT Costs 2024-1), which are a subset of the costs set forth 
in the Updated 2024 Budget.
---------------------------------------------------------------------------

    \28\ The Original 2024 Budget is available on the CAT website 
(https://www.catnmsplan.com/sites/default/files/2024-07/07.09.2024-CAT%20LLC-2024-Financial-and-Operating-Budget.pdf).
    \29\ The Updated 2024 Budget is available on the CAT website 
(https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf).
---------------------------------------------------------------------------

    As described in detail below, the Budgeted CAT Costs 2024-1 would 
be $138,476,925. CEBBs collectively will be responsible for one-third 
of the Budgeted CAT Costs 2024-1 (which is $46,158,975), and CEBSs 
collectively will be responsible for one-third of Budgeted CAT Costs 
2024-1 (which is $46,158,975).
    The following describes in detail Budgeted CAT Costs 2024-1 for the 
CAT Fee 2024-1 Period. The following cost details are provided in 
accordance with the requirement in the CAT NMS Plan to provide in the 
fee filing the following:

the budget for the upcoming year (or remainder of the year, as 
applicable), including a brief description of each line item in the 
budget, including (1) technology line items of cloud hosting 
services, operating fees, CAIS operating fees, change request fees 
and capitalized developed technology costs, (2) legal, (3) 
consulting, (4) insurance, (5) professional and administration and 
(6) public relations costs, a reserve and/or such other categories 
as reasonably determined by the Operating Committee to be included 
in the budget, and the reason for changes in each such line item 
from the prior CAT fee filing.\30\
---------------------------------------------------------------------------

    \30\ Section 11.3(a)(iii)(B) of the CAT NMS Plan.

Each of the costs described below are reasonable, appropriate and 
necessary for the creation, implementation and maintenance of CAT.
    The following table breaks down Budgeted CAT Costs 2024-1 into the 
categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS 
Plan.\31\
---------------------------------------------------------------------------

    \31\ Note that costs and related cost calculations provided in 
this filing may reflect minor variations from the budgeted costs due 
to rounding.
    \32\ With respect to certain costs that were ``appropriately 
excluded,'' such excluded costs relate to the amortization of 
capitalized technology costs, which are amortized over the life of 
the Plan Processor Agreement. As such costs have already been 
otherwise reflected in the filing, their inclusion would double 
count the capitalized technology costs. In addition, amortization is 
a non-cash expense.

------------------------------------------------------------------------
                                                      Budgeted CAT costs
                   Budget category                         2024-1 *
------------------------------------------------------------------------
Capitalized Developed Technology Costs **...........          $4,101,990
Technology Costs:...................................          99,728,258
    Cloud Hosting Services..........................          76,278,426
    Operating Fees..................................       14,008,947.50
    CAIS Operating Fees.............................        9,278,384.50
    Change Request Fees.............................             162,500
Legal...............................................        4,484,554.50
Consulting..........................................             652,623
Insurance...........................................           1,342,345
Professional and administration.....................          428,544.50
Public relations....................................              43,225
                                                     -------------------
    Subtotal........................................         110,781,540
Reserve.............................................          27,695,385
                                                     -------------------
    Total Budgeted CAT Costs 2024-1.................         138,476,925
------------------------------------------------------------------------
* Budgeted CAT Costs 2024-1 described in this table of costs were
  determined based on an analysis of a variety of factors, including
  historical costs/invoices, estimated costs from respective vendors/
  service providers, contractual terms with vendors/service providers,
  anticipated service levels and needs, and discussions with vendors and
  Participants.
** The non-cash amortization of these capitalized developed technology
  costs to be incurred during the CAT Fee 2024-1 Period have been
  appropriately excluded from the above table.\32\

    To the extent that CAT LLC enters into notes with Participants or 
others to pay costs incurred during the period from July 16, 2024 
through December 31, 2024, CAT LLC will use the proceeds from the CAT 
Fee 2024-1 and the related Participant CAT fees to repay such notes.
(i) Technology Costs--Cloud Hosting Services
(a) Description of Cloud Hosting Services Costs
    Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
cloud hosting services costs set forth in the budget. The Operating 
Committee approved an operating budget for the CAT pursuant to Section 
11.1(a) of the CAT NMS Plan that included $76,278,426 in technology 
costs for cloud hosting services for the CAT Fee 2024-1 Period. The 
technology

[[Page 72013]]

costs for cloud hosting services represent costs reasonably budgeted to 
be incurred for services provided by the cloud services provider for 
the CAT, Amazon Web Services, Inc. (``AWS''), during the CAT Fee 2024-1 
Period.
    In the agreement between CAT LLC and the Plan Processor for the CAT 
(``Plan Processor Agreement''), FINRA CAT, LLC (``FCAT''), AWS was 
named as the subcontractor to provide cloud hosting services. Under the 
Plan Processor Agreement, CAT LLC is required to pay FCAT the fees 
incurred by the Plan Processor for cloud hosting services provided by 
AWS as FCAT's subcontrator [sic] on a monthly basis for the cloud 
hosting services, and FCAT, in turn, pays such fees to AWS. The fees 
for cloud hosting services were negotiated by FCAT on an arm's length 
basis with the goals of managing costs and receiving services required 
to comply with the CAT NMS Plan and Rule 613, taking into consideration 
a variety of factors, including the expected volume of data, the 
breadth of services provided and market rates for similar services. It 
is anticipated that AWS will provide a broad array of cloud hosting 
services for the CAT, including data ingestion, data management, and 
analytic tools during the CAT Fee 2024-1 Period. Services provided by 
AWS include storage services, databases, compute services and other 
services (such as networking, management tools and DevOps tools), as 
well as various environments for CAT, such as development, performance 
testing, test, and production environments. AWS will perform cloud 
hosting services for both the CAT transaction database as well as the 
CAT Customer and Account Information System (``CAIS'') during the CAT 
Fee 2024-1 Period.
    The cost for AWS cloud services for the CAT is a function of the 
volume of CAT Data. The greater the amount of CAT Data, the greater the 
cost of AWS services to CAT LLC. During the CAT 2024-1 Period, it is 
expected that AWS will provide cloud hosting services for volumes of 
CAT Data far in excess of the volume predictions set forth in the CAT 
NMS Plan. The CAT NMS Plan states, when all CAT Reporters are 
submitting their data to the CAT, it ``must be sized to receive[,] 
process and load more than 58 billion records per day,'' \33\ and that 
``[i]t is expected that the Central Repository will grow to more than 
29 petabytes of raw, uncompressed data.'' \34\ In contrast with those 
estimates, the Q1 2024 data volumes, which averaged 577 billion events 
per day, were up 45% compared to Q1 2023, which averaged 399 billion 
events per day, with peak volumes recorded on April 19, 2024 of 746 
billion events. Even higher peak volumes were recorded in July and 
August 2024.
---------------------------------------------------------------------------

    \33\ Appendix D-4 of the CAT NMS Plan at n.262.
    \34\ Appendix D-5 of the CAT NMS Plan.
---------------------------------------------------------------------------

    CAT LLC estimates that the budget for cloud hosting services costs 
during the CAT Fee 2024-1 Period will be approximately $76,278,426. The 
budget for cloud hosting services costs during the CAT Fee 2024-1 
Period is calculated based on the Updated 2024 Budget. Specifically, 
this estimate was calculated by adding the budgeted amounts for cloud 
hosting services costs for the third and fourth quarter of 2024 as set 
forth in the Updated 2024 Budget and subtracting one half of the cloud 
hosting services costs incurred in July 2024 (as CAT Fee 2024-1 Period 
began half way through July, on July 16, 2024).\35\
---------------------------------------------------------------------------

    \35\ This calculation is ($38,132,441 + $43,919,730)-$5,773,745 
= $76,278,426.
---------------------------------------------------------------------------

    CAT LLC estimated the budget for the cost for cloud hosting 
services for the CAT Fee 2024-1 Period based on an assumption of 30% 
annual year-over-year volume growth for the transaction database and an 
assumption of 5% annual year-over-year volume growth for CAIS. CAT LLC 
determined these growth assumptions in coordination with FCAT based on 
an analysis of a variety of existing data and alternative growth 
scenarios. In addition, the budget for cloud hosting services for the 
CAT Fee 2024-1 Period includes a budget for the cost of re-processing 
data as approved by the CAT Operating Committee.\36\ The budget for re-
processing data was based on expenditures for re-processing in prior 
years. This process for estimating the budget for cloud hosting 
services costs for the CAT Fee 2024-1 Period is the same process by 
which CAT LLC estimated the cloud hosting services costs for the 
Original 2024 Budget. The Original 2024 Budget estimated a budget for 
cloud hosting services of $71,384,109 for the first two quarters of 
2024.\37\ The actual costs for cloud hosting services for the first two 
quarters of 2024, which are set forth in the Updated 2024 Budget, were 
$66,737,810.\38\ There is only an approximate 7% difference between the 
estimate and actuals for cloud hosting services costs. Accordingly, CAT 
LLC believes that the process for estimating the budgeted cloud hosting 
services costs for the CAT Fee 2024-1 Period is reasonable.
---------------------------------------------------------------------------

    \36\ Appendix D-19 of the CAT NMS Plan states that ``[i]f 
corrections are received after T+5, Participants' regulatory staff 
and the SEC must be notified and informed as to how re-processing 
will be completed. The Operating Committee will be involved with 
decisions on how to re-process the data; however, this does not 
relieve the Plan Processor of notifying the Participants' regulatory 
staff and the SEC.''
    \37\ This calculation is $33,217,468 + $38,166,641 = 
$71,384,109.
    \38\ This calculation is $30,343,917 + $36,393,893 = 
$66,737,810.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for cloud hosting services costs from the prior CAT Fee 
filing. CAT LLC's proposed annual budget for cloud hosting services 
costs for 2024 decreased about 3.5% from the Original 2024 Budget to 
the Updated 2024 Budget, from $154,624,108 to $148,789,981. Although 
there were expected cost increases related to data volume growth and 
the associated compute and storage of the increased data levels, as 
well as from additional capacity for OTQT systems that were added to 
meet the performance standards set forth in the requirements of the 
recent SEC exemptive order from November 2023,\39\ these cost increases 
were offset by a variety of cost reduction efforts related to compute 
efficiencies, the implementation of single pass linker related to 
options quotes, and the implementation of compute and other 
efficiencies related to CAIS. Without such cost management efforts, the 
budgeted costs for cloud hosting services would have increased by 
approximately 15%, rather than decreased. Correspondingly, the proposed 
budget for cloud hosting services costs for the third and fourth 
quarters of 2024 did not change in a material way from the Original 
2024 Budget to the Updated 2024 Budget. There was only an approximate 
1% decrease from $83,239,999 in the Original 2024 Budget \40\ to 
$82,052,171 in the Updated 2024 Budget for the third and fourth 
quarters of 2024.\41\
---------------------------------------------------------------------------

    \39\ Securities Exchange Act Rel. No. 98848 (Nov. 2, 2023), 88 
FR 77128 (Nov. 8, 2023).
    \40\ This calculation is $39,961,511 + $43,278,488 = 
$83,239,999.
    \41\ This calculation is $38,132,441 + $43,919,730 = 
$82,052,171.
---------------------------------------------------------------------------

(ii) Technology Costs--Operating Fees
(a) Description of Operating Fees
    Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
operating fees set forth in the budget. The Operating Committee 
approved an operating

[[Page 72014]]

budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that 
included $14,008,947.50 in technology costs for operating fees for the 
CAT Fee 2024-1 Period. Operating fees are those fees paid by CAT LLC to 
FCAT as the Plan Processor to operate and maintain the CAT and to 
perform business operations related to the system, including 
compliance, security, testing, training, communications with the 
industry (e.g., management of the FINRA CAT Helpdesk, FAQs, website and 
webinars) and program management as required by the CAT NMS Plan. 
Operating fees also include market data provider costs, as discussed 
below.
    Plan Processor: FCAT. Under the Plan Processor Agreement with FCAT, 
CAT LLC is required to pay FCAT a negotiated monthly fixed price for 
the operation of the CAT. This fixed price contract was negotiated on 
an arm's length basis with the goals of managing costs and receiving 
services required to comply with the CAT NMS Plan and Rule 613, taking 
into consideration a variety of factors, including the breadth of 
services provided and market rates for similar types of activity. It is 
anticipated that FCAT will provide a variety of services to the CAT 
during the CAT Fee 2024-1 Period, including the following:
     Provide the CAT-related functions and services as the Plan 
Processor as required by SEC Rule 613 and the CAT NMS Plan in 
connection with the operation and maintenance of the CAT;
     Address compliance items, including drafting CAT policies 
and procedures, and addressing Regulation SCI requirements;
     Provide support to the Operating Committee, the Compliance 
Subcommittee and CAT working groups;
     Assist with interpretive efforts and exemptive requests 
regarding the CAT NMS Plan;
     Oversee the security of the CAT;
     Monitor the operation of the CAT, including with regard to 
Participant and Industry Member reporting;
     Provide support to subcontractors under the Plan Processor 
Agreement;
     Provide support in discussions with the Participants and 
the SEC and its staff;
     Operate the FINRA CAT Helpdesk;
     Facilitate communications with the industry, including via 
FAQs, CAT Alerts, meetings, presentations and webinars;
     Administer the CAT website and all of its content;
     Maintain cyber security insurance related to the CAT; and
     Provide technical support and assistance with 
connectivity, data access, and user support, including the use of CAT 
Data and query tools, for Participants and the SEC staff.
    CAT LLC calcuated [sic] the budget for the FCAT technology costs 
for operating fees for the CAT Fee 2024-1 Period based on the recurring 
monthly operating fees under the Plan Processor Agreement.
    Market Data Provider: Exegy. It is anticipated that the operating 
fees costs for the CAT Fee 2024-1 Period will include costs related to 
the receipt of certain market data for the CAT pursuant to an agreement 
between FCAT and Exegy Incorporated (``Exegy''). CAT LLC determined 
that Exegy would provide market data that included all data elements 
required by the CAT NMS Plan,\42\ and that the fees were reasonable and 
in line with market rates for the market data received. All costs under 
the contract would be treated as a direct pass through cost to CAT LLC. 
CAT LLC estimated the budget for the costs for Exegy for the CAT Fee 
2024-1 Period based on the monthly rate set forth in the agreement 
between Exegy and FCAT.
---------------------------------------------------------------------------

    \42\ See Section 6.5(a)(ii) of the CAT NMS Plan.
---------------------------------------------------------------------------

    Operating Fee Estimates. CAT LLC estimates that the budget for 
operating fees during the CAT Fee 2024-1 Period will be approximately 
$14,008,947.50. The budget for operating fees during the CAT Fee 2024-1 
Period is calculated based on the Updated 2024 Budget. Specifically, 
this estimate was calculated by adding the budgeted amounts for 
operating fees for the third and fourth quarter of 2024 as set forth in 
the Updated 2024 Budget and subtracting one half of the actual 
operating fees incurred in July 2024 (as CAT Fee 2024-1 Period began 
half way through July, on July 16, 2024).\43\
---------------------------------------------------------------------------

    \43\ This calculation is ($6,907,383 + $904,664) + ($6,907,383 + 
$440,748)-$1,151,230.50 = $14,008,947.5.
---------------------------------------------------------------------------

    As discussed above, CAT LLC estimated the budget for the operating 
fees during the CAT Fee 2024-1 Period based on monthly rates set forth 
in the Plan Processor Agreement and the agreement with Exegy. CAT LLC 
also recognized that the operating fees are generally consistent 
throughout the year. This process for estimating the budget for the 
operating fees for the CAT Fee 2024-1 Period is the same process by 
which CAT LLC estimated the operating fees for the Original 2024 
Budget. The Original 2024 Budget estimated a budget for operating fees 
of $13,558,875 for the first two quarters of 2024.\44\ The actual costs 
for operating fees for the first two quarters of 2024, which are set 
forth in the Updated 2024 Budget, were $12,608,540.\45\ There was an 
approximate 7% decrease from estimates to actuals for the first two 
quarters. Accordingly, CAT LLC believes that the process for estimating 
the budgeted operating fees for the CAT Fee 2024-1 Period is 
reasonable.
---------------------------------------------------------------------------

    \44\ This calculation is $6,726,747 + $6,832,128 = $13,558,875.
    \45\ This calculation is $6,702,506 + $5,906,034 = $12,608,540.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for operating fees from the prior CAT Fee filing. As this 
is the first Prospective CAT Fee Filing, this filing describes the 
changes in the operating fees from the Original 2024 Budget. CAT LLC's 
proposed annual budget for operating fees for 2024 increased from 
$27,223,132 to $27,768,718 \46\ from the Original 2024 Budget to the 
Updated 2024 Budget, and the proposed budget for operating fees for the 
third and fourth quarters of 2024 increased from $13,664,256 in the 
Original 2024 Budget \47\ to $15,160,178 in the Updated 2024 
Budget.\48\ This increase is due to a cyber insurance adjustment.
---------------------------------------------------------------------------

    \46\ This calculation is $26,423,306 + $1,345,412 = $27,768,718.
    \47\ This calculation is $6,832,128 + $6,832,128 = $13,664,256.
    \48\ This calculation is ($6,907,383 + $904,664) + ($6,907,383 + 
$440,748) = $15,160,178.
---------------------------------------------------------------------------

(iii) Technology Costs--CAIS Operating Fees
(a) Description of CAIS Operating Fees
    Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
CAIS operating fees set forth in the budget. The Operating Committee 
approved an operating budget for the CAT pursuant to Section 11.1(a) of 
the CAT NMS Plan that included $9,278,384.50 in technology costs for 
CAIS operating fees for the CAT Fee 2024-1 Period. CAIS operating fees 
represent the fees paid to FCAT for services provided with regard to 
the operation and maintenance of CAIS, and to perform the business 
operations related to the system, including compliance, security, 
testing, training, communications with the industry (e.g., management 
of the FINRA CAT Helpdesk, FAQs, website and webinars) and program 
management. The CAT is required under the CAT NMS Plan to capture and 
store Customer Identifying

[[Page 72015]]

Information and Customer Account Information in a database separate 
from the transactional database and to create a CAT-Customer-ID for 
each Customer. As of May 31, 2024, the implementation of CAIS was 
completed.\49\
---------------------------------------------------------------------------

    \49\ For a discussion of the implementation timeline for CAIS, 
see CAT Alert 2023-01.
---------------------------------------------------------------------------

    During the CAT Fee 2024-1 Period, it is anticipated that FCAT will 
provide CAIS-related services. Under the Plan Processor Agreement with 
FCAT, CAT LLC is required to pay FCAT for CAIS-related services 
provided by FCAT on a monthly basis. CAT LLC negotiated the fees for 
FCAT's CAIS-related services on an arm's length basis with the goals of 
managing costs and receiving services required to comply with the CAT 
NMS Plan, taking into consideration a variety of factors, including the 
services to be provided and market rates for similar types of activity. 
During the CAT Fee 2024-1 Period, it is anticipated that FCAT will 
continue to provide services relating to the ongoing operation, 
maintenance and support of CAIS.
    CAT LLC estimates that the budget for CAIS operating fees during 
the CAT Fee 2024-1 Period will be approximately $9,278,384.50. The 
budget for CAIS operating fees during the CAT Fee 2024-1 Period is 
calculated based on the Updated 2024 Budget. Specifically, this 
estimate was calculated by adding the budgeted amounts for CAIS 
operating fees for the third and fourth quarter of 2024 as set forth in 
the Updated 2024 Budget and subtracting one half of the actual CAIS 
operating fees costs incurred in July 2024 (as CAT Fee 2024-1 Period 
began half way through July, on July 16, 2024).\50\
---------------------------------------------------------------------------

    \50\ This calculation is ($5,060,937 + $5,060,937) - $843,489.50 
= $9,278,384.50.
---------------------------------------------------------------------------

    CAT LLC calculated the budget for FCAT's CAIS-related services for 
the CAT Fee 2024-1 Period based on the recurring monthly CAIS operating 
fees under the Plan Processor Agreement. This process for estimating 
the budget for the CAIS operating fees for the CAT Fee 2024-1 Period is 
the same process by which CAT LLC estimated the CAIS operating fees for 
the Original 2024 Budget. The Original 2024 Budget estimated a budget 
for CAIS operating fees of $10,418,666 for the the [sic] first two 
quarters of 2024.\51\ The actual costs for CAIS operating fees for the 
first two quarters of 2024, which are set forth in the Updated 2024 
Budget, were $10,078,045.\52\ There is only an approximate 3% 
difference between the estimate and actuals. Accordingly, CAT LLC 
believes that the process for estimating the budgeted CAIS operating 
fees for the CAT Fee 2024-1 Period is reasonable.
---------------------------------------------------------------------------

    \51\ This calculation is $5,282,128 + $5,136,538 = $10,418,666.
    \52\ This calculation is $5,017,108 + $5,060,937 = $10,078,045.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for CAIS operating fees from the prior CAT Fee filing. As 
this is the first Prospective CAT Fee Filing, this filing describes the 
changes in the CAIS operating fees from the Original 2024 Budget. CAT 
LLC's proposed annual budget for CAIS operating fees for 2024 had a 
small 2% percent decrease of $491,821 from the Original 2024 Budget to 
the Updated 2024 Budget, from $20,691,740 to $20,199,919. 
Correspondingly, the proposed budget for CAIS operating fees for the 
third and fourth quarters of 2024 had a small 1% percentage decrease of 
$151,202, from $10,273,076 in the Original 2024 Budget \53\ to 
$10,121,874 in the Updated 2024 Budget.\54\
---------------------------------------------------------------------------

    \53\ This calculation is $5,136,538 + $5,136,538 = $10,273,076.
    \54\ This calculation is $5,060,937 + $5,060,937 = $10,121,874.
---------------------------------------------------------------------------

(iv) Technology Costs--Change Request Fees
(a) Description of Change Request Fees
    Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
change request fees set forth in the budget. The Operating Committee 
approved an operating budget for the CAT pursuant to Section 11.1(a) of 
the CAT NMS Plan that included $162,500 in technology costs for change 
request fees for the CAT Fee 2024-1 Period. The technology costs 
related to change request fees include costs related to certain 
modifications, upgrades or other changes to the CAT.
    Change requests are standard practice and necessary to reflect 
operational changes, including changes related to new market 
developments, such as new market participants. In general, if CAT LLC 
determines that a modification, upgrade or other changes to the 
functionality or service is necessary and appropriate, CAT LLC will 
submit a request for such a change to the Plan Processor. The Plan 
Processor will then respond to the request with a proposal for 
implementing the change, including the cost (if any) of such a change. 
CAT LLC then determines whether to approve the proposed change.
    During the CAT Fee 2024-1 Period, it is anticipated that CAT LLC 
will engage FCAT to pursue certain change requests in accordance with 
the Plan Processor Agreement. The budget for change requests for the 
CAT Fee 2024-1 Period includes a placeholder of $162,500 for potential 
change request fees that may be necessary in accordance with the Plan 
Processor Agreement. The placeholder amount was determined based on 
prior experience with change requests related to the CAT.
    CAT LLC estimates that the budget for change requests during the 
CAT Fee 2024-1 Period will be approximately $162,500. The budget for 
change requests during the CAT Fee 2024-1 Period is calculated based on 
the Updated 2024 Budget. Specifically, this estimate was calculated by 
adding the budgeted amounts for the change requests for the third and 
fourth quarter of 2024 as set forth in the Updated 2024 Budget and 
subtracting one half of the actual change request costs incurred in 
July 2024 (as CAT Fee 2024-1 Period began half way through July, on 
July 16, 2024).\55\
---------------------------------------------------------------------------

    \55\ This calculation is ($0 + $162,500) - $0 = $162,500.
---------------------------------------------------------------------------

    CAT LLC estimated the budget for the potential change requests for 
the CAT Fee 2024-1 Period based on, among other things, a review of 
past change requests and potential future change request needs, as well 
as discussions with FCAT. This process for estimating the budget for 
the change requests for the CAT Fee 2024-1 Period is the same process 
by which CAT LLC estimated the change requests cost for the Original 
2024 Budget. The Original 2024 Budget estimated a change request budget 
of $81,250 [sic] first two quarters of 2024.\56\ The actual costs for 
change requests for the first two quarters of 2024, which are set forth 
in the Updated 2024 Budget, were $0. Although the budget exceeded the 
actual costs of change requests during the first two quarters of 2024, 
CAT LLC believes that the process for estimating a placeholder amount 
for potential change requests is reasonable given the evolving 
technology needs of the CAT.
---------------------------------------------------------------------------

    \56\ This calculation is $0 + $81,250 = $81,250.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for change request fees from the prior CAT Fee filing. As 
this is the first Prospective CAT Fee Filing, this filing describes the 
changes in the change request fees from the Original 2024 Budget. CAT 
LLC's proposed annual budget for change requests for 2024 decreased by 
$81,250 from the Original 2024 Budget to the

[[Page 72016]]

Updated 2024 Budget, from $243,750 to $162,500. CAT LLC has reduced the 
annual budget for a placeholder for change request fees for 2024 by 
one-third, as time has passed without additional change requests 
anticipated by this placeholder amount. Correspondingly, the proposed 
budget for change requests for the third and fourth quarters remained 
the same at $162,500 for the Original 2024 Budget \57\ and the Updated 
2024 Budget.\58\
---------------------------------------------------------------------------

    \57\ This calculation is $81,250 + $81,250 = $162,500.
    \58\ This calculation is $0 + $162,500 = $162,500.
---------------------------------------------------------------------------

(v) Technology Costs--Capitalized Developed Technology Costs
(a) Description of Capitalized Developed Technology Costs
    Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
capitalized developed technology costs set forth in the budget. The 
Operating Committee approved an operating budget for the CAT pursuant 
to Section 11.1(a) of the CAT NMS Plan that includes $4,101,990 in 
technology costs for capitalized developed technology costs for the CAT 
Fee 2024-1 Period. This category of costs includes the budget for 
capitalizable application development costs incurred in the development 
of the CAT. It is anticipated that such costs will include certain 
costs related to the software license fee for CAIS in accordance with 
the Plan Processor Agreement with FCAT, as well as costs related to a 
set of technology changes to be implemented by FCAT.
    CAT LLC estimates that the budget for capitalized developed 
technology costs during the CAT Fee 2024-1 Period will be approximately 
$4,101,990. The budget for capitalized developed technology costs 
during the CAT Fee 2024-1 Period is calculated based on the Updated 
2024 Budget. Specifically, this estimate was calculated by adding the 
budgeted amounts for capitalized developed technology costs for the 
third and fourth quarter of 2024 as set forth in the Updated 2024 
Budget and subtracting one half of the actual capitalized developed 
technology costs incurred in July 2024 (as CAT Fee 2024-1 Period began 
halfway through July, on July 16, 2024).\59\
---------------------------------------------------------------------------

    \59\ This calculation is ($3,810,990 + $291,000) - $0 = 
$4,101,990.
---------------------------------------------------------------------------

    CAT LLC estimated the budget for capitalized developed technology 
costs for the CAT Fee 2024-1 Period based on an analysis of a variety 
of factors, including information related to potential technology costs 
and related contractual and Plan requirements, and discussions with 
FCAT regarding such potential technology costs. The Original 2024 
Budget estimated a budget for capitalized developed technology costs of 
$2,300,000 for the first two quarters of 2024.\60\ The actual costs for 
capitalized developed technology costs for the first two quarters of 
2024, which are set forth in the Updated 2024 Budget, were 
$3,659,490.\61\ The increase was due to a software license fee for 
CAIS. Accordingly, CAT LLC believes that the process for estimating the 
budgeted capitalized developed technology costs for the CAT Fee 2024-1 
Period is reasonable.
---------------------------------------------------------------------------

    \60\ This calculation is $2,300,000 + $0 = $2,300,000.
    \61\ This calculation is $2,300,000 + $1,359,490 = $3,659,490.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for capitalized developed technology costs from the prior 
CAT Fee filing. As this is the first Prospective CAT Fee Filing, this 
filing describes the changes in capitalized developed technology costs 
from the Original 2024 Budget. CAT LLC's proposed budget for 
capitalized developed technology costs for 2024 increased from the 
Original 2024 Budget to the Updated 2024 Budget. The annual budget for 
capitalized developed technology costs for 2024 increased by $5,461,480 
from the Original 2024 Budget of $2,300,000 to the Updated 2024 Budget 
of $7,761,480.\62\ Correspondingly, the budget for capitalized 
developed technology costs for the third and fourth quarters of 2024 
increased from $0 \63\ in the Original 2024 Budget to $4,101,990 in the 
Updated 2024 Budget.\64\ This increase in the capitalized developed 
technology costs budget in the Updated 2024 Budget over the Original 
2024 Budget was the result of costs related to the software license fee 
for CAIS in accordance with the Plan Processor Agreement with FCAT, as 
well as costs related to a set of technology changes to be implemented 
by FCAT.
---------------------------------------------------------------------------

    \62\ This calculation is $2,591,000 + $5,170,480 = $7,761,480.
    \63\ This calculation is $0 + $0 = $0.
    \64\ This calculation is $3,810,990 + $291,000 = $4,101,990.
---------------------------------------------------------------------------

(vi) Legal Costs
(a) Description of Legal Costs
    Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
legal costs set forth in the budget. The Operating Committee approved 
an operating budget for the CAT pursuant to Section 11.1(a) of the CAT 
NMS Plan that includes $4,484,554.50 in legal costs for the CAT Fee 
2024-1 Period. This category of costs represents budgeted costs for 
legal services for this period. CAT LLC anticipates that it will 
receive legal services from two law firms, Wilmer Cutler Pickering Hale 
and Dorr LLP (``WilmerHale'') and Jenner & Block LLP (``Jenner''), 
during the CAT Fee 2024-1 Period.
    Law Firm: WilmerHale. It is anticipated that legal costs during the 
CAT Fee 2024-1 Period will include costs related to the legal services 
performed by WilmerHale. CAT LLC anticipates that it will continue to 
employ WilmerHale during the CAT Fee 2024-1 Period based on, among 
other things, their expertise, long history with the project and 
recognition that the hourly fee rates for this law firm are anticipated 
to be in line with market rates for specialized legal expertise. 
WilmerHale's billing rates are negotiated on an annual basis and are 
determined with reference to the rates charged by other leading law 
firms for similar work. The Participants assess WilmerHale's 
performance and review prospective budgets and staffing plans submitted 
by WilmerHale on an annual basis. The legal fees will be paid by CAT 
LLC to WilmerHale.
    During the CAT Fee 2024-1 Period, it is anticipated that WilmerHale 
will provide legal services related to the following:
     Assist with CAT fee filings and related funding issues;
     Draft exemptive requests from CAT NMS Plan requirements 
and/or proposed amendments to the CAT NMS Plan;
     Provide legal interpretations of CAT NMS Plan 
requirements;
     Provide legal support for the Operating Committee, 
Compliance Subcommittee, working groups and Leadership Team;
     Draft SRO rule filings related to the CAT Compliance Rule;
     Manage corporate governance matters, including supporting 
Operating Committee meetings and preparing resolutions and consents;
     Assist with communications with the industry, including 
CAT Alerts and presentations;
     Provide guidance regarding the confidentiality of CAT 
Data;
     Assist with cost management analyses and proposals;
     Assist with commercial contract-related matters, including 
change

[[Page 72017]]

orders, Plan Processor Agreement items, and subcontract matters;
     Provide support with regard to discussions with the SEC 
and its staff, including with respect to addressing interpretive and 
implementation issues;
     Assist with CAT budget and FCAT costs;
     Assist other counsel for CAT on litigation-related 
matters; and
     Assist with legal responses related to third-party data 
requests.
    CAT LLC estimated the budget for the legal costs for WilmerHale for 
the CAT Fee 2024-1 Period through an analysis of a variety of factors, 
including WilmerHale fee rates, historical legal fees, information 
related to pending legal issues and potential future legal issues, and 
discussions with WilmerHale.
    Law Firm: Jenner. It is anticipated that legal costs during the CAT 
Fee 2024-1 Period will include costs related to the legal services 
performed by Jenner. CAT LLC anticipates that it will continue to 
employ Jenner during the CAT Fee 2024-1 Period based on among other 
things, their expertise, history with the project and recognition that 
their hourly fee rates are in line with market rates for specialized 
legal expertise. The legal fees will be paid by CAT LLC to Jenner.
    During the CAT Fee 2024-1 Period, it is anticipated that Jenner 
will continue to provide legal assistance to CAT LLC regarding certain 
litigation matters, including: (1) CAT LLC's defense against a lawsuit 
filed in the Western District of Texas against Chair Gensler, the SEC 
and CAT LLC challenging the validity of the Rule 613 and the CAT and 
alleging various constitutional, statutory, and common law claims 
(``Texas Litigation''); \65\ (2) CAT LLC's intervention in a lawsuit in 
the Eleventh Circuit filed by various parties against the SEC 
challenging the SEC's approval of the CAT Funding Model; \66\ and (3) a 
lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking 
review of the SEC's May 20, 2024 order \67\ granting the Participants 
temporary conditional exemptive relief related to the reporting of bids 
and/or offers made in response to a request for quote or other form of 
solicitation response provided in standard electronic format that is 
not immediately actionable.\68\ Litigation involving CAT LLC is an 
expense of operating the CAT, and, therefore, is appropriately an 
obligation of both Participants and Industry Members under the CAT 
Funding Model.
---------------------------------------------------------------------------

    \65\ American Securities Ass'n v. Securities and Exchange 
Commission, Case No. 23-13396 (11th Cir.).
    \66\ Davidson v. Gensler, Case No. 6:24-cv-197 (W.D. Tex.).
    \67\ Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 
FR 45715 (May 23, 2024).
    \68\ Citadel Securities LLC v. United States Securities and 
Exchange Commission, Case No. 24-12300 (11th Cir.).
---------------------------------------------------------------------------

    CAT LLC estimated the budget for the legal costs for Jenner for the 
CAT Fee 2024-1 Period through an analysis of a variety of factors, 
including Jenner fee rates, historical legal fees, and information 
related to pending legal issues and potential future legal issues, and 
discussions with Jenner.
    Legal Cost Estimates. CAT LLC estimates that the budget for legal 
services during the CAT Fee 2024-1 Period will be approximately 
$4,484,554.50. The budget for legal services during the CAT Fee 2024-1 
Period is calculated based on the Updated 2024 Budget. Specifically, 
this estimate was calculated by adding the budgeted amounts for the 
legal services for the third and fourth quarter of 2024 as set forth in 
the Updated 2024 Budget and subtracting one half of the actual legal 
costs incurred in July 2024 (as the CAT Fee 2024-1 Period began halfway 
through July, on July 16, 2024).\69\
---------------------------------------------------------------------------

    \69\ This calculation is ($2,647,277 + $2,342,562) - $505,284.50 
= $4,484,554.50.
---------------------------------------------------------------------------

    CAT LLC estimated the budget for the legal services for the CAT Fee 
2024-1 Period based on an analysis of a variety of factors, including 
law firm fee rates, historical legal fees, and information related to 
pending legal issues and potential future legal issues, and discussions 
with the law firms. This process for estimating the budget for the 
legal services for the CAT Fee 2024-1 Period is the same process by 
which CAT LLC estimated the legal cost for the Original 2024 Budget. 
The Original 2024 Budget estimated a budget for legal costs of 
$2,440,000 for the first two quarters of 2024.\70\ The actual costs for 
legal services for the first two quarters of 2024, which are set forth 
in the Updated 2024 Budget, were $3,156,762.\71\ Although there is an 
increase from the budgeted legal costs to the actual legal costs for 
the first two quarters of 2024, such increase was due to unanticipated 
issues that required additional legal efforts on behalf of CAT LLC that 
developed after the budget was created. Such additional costs including 
costs related to (1) the legal defense related to the Texas Litigation; 
and (2) additional regulatory and corporate legal issues, including (a) 
additional work for commercial contract-related matters, including 
change orders, Plan Processor Agreement items, and subcontract matters; 
(b) assistance regarding budget and FCAT costs; (c) assistance to other 
counsel for CAT on litigation-related matters; and (d) assistance 
related to CAT fee filings and CAT NMS Plan amendments. Accordingly, 
CAT LLC believes that the process for estimating the budgeted legal 
costs for the CAT Fee 2024-1 Period is reasonable.
---------------------------------------------------------------------------

    \70\ This calculation is $1,220,000 + $1,220,000 = $ 2,440,000.
    \71\ This calculation is $791,912 + $2,364,850 = $3,156,762.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for legal costs from the prior CAT Fee filing. As this is 
the first Prospective CAT Fee Filing, this filing describes the changes 
in the legal costs from the Original 2024 Budget. CAT LLC's proposed 
budget for legal costs for 2024 increased from the Original 2024 Budget 
to the Updated 2024 Budget. The annual budget for legal costs for 2024 
increased from the Original 2024 Budget to the Updated 2024 Budget, 
from $4,460,000 to $8,146,599. Correspondingly, the proposed budget for 
legal costs for the third and fourth quarters increased from $2,020,000 
\72\ in the Original 2024 Budget to $4,989,837 in the Updated 2024 
Budget.\73\ This increase in the legal budget in the Updated 2024 
Budget from the Original 2024 Budget was primarily due to unanticipated 
legal costs, including costs related to (1) the legal defense related 
to the Texas Litigation; and (2) additional regulatory and corporate 
legal issues, including (a) additional work for commercial contract-
related matters, including change orders, Plan Processor Agreement 
items, and subcontract matters; (b) assistance regarding budget and 
FCAT costs; (c) assistance to other counsel for CAT on litigation-
related matters; and (d) assistance related to CAT fee filings and CAT 
NMS Plan amendments. In addition, CAT LLC no longer anticipates 
incurring legal costs related to the law firms of Pillsbury Winthrop 
Shaw Pittman LLP and Covington & Burling LLP during the CAT Fee 2024-1 
Period due to the conclusion of the relevant prior legal matters.
---------------------------------------------------------------------------

    \72\ This calculation is $1,047,500 + $972,500 = $2,020,000.
    \73\ This calculation is $2,647,277 + $2,342,560 = $4,989,837.
---------------------------------------------------------------------------

(vii) Consulting Costs
(a) Description of Consulting Costs
    Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
consulting costs set forth in the budget. The Operating

[[Page 72018]]

Committee approved an operating budget for the CAT pursuant to Section 
11.1(a) of the CAT NMS Plan that included $652,623 in consulting costs 
for the CAT Fee 2024-1 Period. The consulting costs represent the fees 
estimated to be paid to the consulting firm Deloitte & Touche LLP 
(``Deloitte'') as project manager during the CAT Fee 2024-1 Period. 
These consulting costs include costs for advisory services related to 
the operation of the CAT, and meeting facilitation and communications 
coordination, vendor support and financial analyses.
    It is anticipated that the costs for CAT during CAT Fee 2024-1 
Period will include costs related to consulting services performed by 
Deloitte. CAT LLC anticipates that it will continue to employ Deloitte 
during the CAT Fee 2024-1 Period based on, among other things, their 
expertise, long history with the project, and the recognition that it 
is anticipated that the consulting fees will remain in line with market 
rates for this type of specialized consulting work. Deloitte's fee 
rates are negotiated on an annual basis. CAT LLC assesses Deloitte's 
performance and reviews prospective budgets and staffing plans 
submitted by Deloitte on an annual basis. The consulting fees will be 
paid by CAT LLC to Deloitte.
    It is anticipated that Deloitte will provide a variety of 
consulting services to the CAT during the CAT Fee 2024-1 Period, 
including the following:
     Implement program operations for the CAT project;
     Provide support to the Operating Committee, the Chair of 
the Operating Committee and the Leadership Team, including project 
management support, coordination and planning for meetings and 
communications, and interfacing with law firms and the SEC;
     Assist with cost and funding matters for the CAT, 
including assistance with loans and the CAT bank account for CAT 
funding;
     Provide support for updating the SEC on the progress of 
the development of the CAT; and
     Provide support for third party vendors for the CAT, 
including FCAT, Anchin and the law firms engaged by CAT LLC.
    In addition, the consulting costs include the compensation for the 
Chair of the CAT Operating Committee.
    CAT LLC estimates that the budet [sic] for consulting costs during 
the CAT Fee 2024-1 Period will be approximately $652,623. The budget 
for consulting costs during the CAT Fee 2024-1 Period is calculated 
based on the Updated 2024 Budget. Specifically, this estimate was 
calculated by adding the budgeted amounts for consulting services for 
the third and fourth quarter of 2024 as set forth in the Updated 2024 
Budget and subtracting one half of the actual consulting costs incurred 
in July 2024 (as the CAT Fee 2024-1 Period begain [sic] halfway through 
July, on July 16, 2024).\74\
---------------------------------------------------------------------------

    \74\ This calculation is ($359,926 + $354,495) - $61,798 = 
$652,623.
---------------------------------------------------------------------------

    CAT LLC estimates the budget for the consulting costs for Deloitte 
for the CAT Fee 2024-1 Period based on the current statement of work 
with Deloitte, which took into consideration past consulting costs, 
potential future consulting needs, the proposed rates and other 
contractual issues, as well as discussions with Deloitte. The Original 
2024 Budget estimated a budget for consulting cost of $800,000 for the 
first two quarters of 2024.\75\ The actual costs for consulting 
services for the first two quarters of 2024, which are set forth in the 
Updated 2024 Budget, were $885,580.\76\ There is only an approximate 
10% difference between the estimate and actuals. Accordingly, CAT LLC 
believes that the process for estimating the budgeted consulting costs 
for the CAT Fee 2024-1 Period is reasonable.
---------------------------------------------------------------------------

    \75\ This calculation is $400,000 + $400,000 = $800,000.
    \76\ This calculation is $264,101 + $621,479 = $885,580.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for consulting costs from the prior CAT Fee filing. As 
this is the first Prospective CAT Fee Filing, this filing describes the 
changes in the consulting costs from the Original 2024 Budget. CAT 
LLC's proposed annual budget for consulting costs for 2024 has not 
changed from the Original 2024 Budget to the Updated 2024 Budget; it 
remains $1,600,000. Correspondingly, the proposed budget for consulting 
costs for the third and fourth quarters of 2024 decreased by $85,580 
(which is approximately 11%), from $800,000 in the Original 2024 Budget 
\77\ to $714,420 in the Updated 2024 Budget.\78\
---------------------------------------------------------------------------

    \77\ This calculation is $400,000 + $400,000 = $800,000.
    \78\ This calculation is $359,925 + $354,495 = $714,420.
---------------------------------------------------------------------------

(viii) Insurance Costs
(a) Description of Insurance Costs
    Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
insurance costs set forth in the budget. The Operating Committee 
approved an operating budget for the CAT pursuant to Section 11.1(a) of 
the CAT NMS Plan that included $1,342,345 in insurance costs for the 
CAT Fee 2024-1 Period. The insurance costs represent the costs to be 
incurred for insurance for CAT during the CAT Fee 2024-1 Period.
    It is anticipated that the insurance costs for CAT during the CAT 
Fee 2024-1 Period will include costs related to cyber security 
liability insurance, directors' and officers' liability insurance, and 
errors and omissions liability insurance brokered by USI Insurance 
Services LLC (``USI''). Such policies are standard for corporate 
entities, and cyber security liability insurance is important for the 
CAT System. CAT LLC anticipates that it will continue to maintain this 
insurance during CAT Fee 2024-1 Period, and notes that the annual 
premiums for these policies were competitive for the coverage provided. 
CAT LLC estimated the budget for the insurance costs for the CAT Fee 
2024-1 Period based on the actual insurance quote from USI for 2024. 
The annual premiums would be paid by CAT LLC to USI.\79\
---------------------------------------------------------------------------

    \79\ Note that CAT LLC generally pays its USI insurance premiums 
once per year, and such payment is scheduled to occur during the 
third quarter of 2024.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for insurance costs from the prior CAT Fee filing. As 
this is the first Prospective CAT Fee Filing, this filing describes the 
changes in the insurance costs from the Original 2024 Budget. CAT LLC's 
proposed annual budget for insurance costs for 2024 decreased by 
$525,680 from the Original 2024 Budget, from $1,868,025 to $1,342,345. 
For the Original 2024 Budget, CAT LLC estimated the budget for the 
insurance costs for the CAT Fee 2024-1 Period based on the 2023 
insurance premiums plus a 15% year-over-year increase. However, the 
budgeted insurance costs as set forth in the Updated 2024 Budget were 
based on the actual insurance quote from USI for 2024.
(ix) Professional and Administration Costs
(a) Description of Professional and Administration Costs
    Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
professional and administration costs set forth in the

[[Page 72019]]

budget. The Operating Committee approved an operating budget for the 
CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included 
$428,544.50 in professional and administration costs for the CAT Fee 
2024-1 Period. In adopting the CAT NMS Plan, the Commission amended the 
Plan to add a requirement that CAT LLC's financial statements be 
prepared in compliance with GAAP, audited by an independent public 
accounting firm, and made publicly available.\80\ The professional and 
administration costs would include costs related to accounting and 
accounting advisory services to support the operating and financial 
functions of CAT, financial statement audit services by an independent 
accounting firm, preparation of tax returns, and various cash 
management and treasury functions. The professional and administration 
costs represent the fees to be paid to Anchin Block & Anchin 
(``Anchin'') and Grant Thornton LLP (``Grant Thornton'') for financial 
services during CAT Fee 2024-1 Period.
---------------------------------------------------------------------------

    \80\ Section 9.2 of the CAT NMS Plan.
---------------------------------------------------------------------------

    Financial Advisory Firm: Anchin. It is anticipated that the 
professional and administration costs for the CAT Fee 2024-1 Period 
will include costs related to financial advisory services performed by 
Anchin. CAT LLC anticipates that it will continue to employ Anchin 
during CAT Fee 2024-1 Period based on, among other things, the firm's 
relevant expertise and fees, which are anticipated to remain in line 
with market rates for these financial advisory services. The fees for 
these services will be paid by CAT LLC to Anchin.
    It is anticipated that Anchin will provide a variety of services to 
the CAT during the CAT Fee 2024-1 Period, including the following:
     Update and maintain internal controls;
     Provide cash management and treasury functions;
     Faciliate [sic] bill payments;
     Provide monthly bookkeeping;
     Review vendor invoices and documentation in support of 
cash disbursements;
     Provide accounting research and consultations on various 
accounting, financial reporting and tax matters;
     Address not-for-profit tax and accounting considerations;
     Prepare tax returns;
     Address various accounting, financial reporting and 
operating inquiries from Participants;
     Develop and maintain annual operating and financial 
budgets, including budget to actual fluctuation analyses;
     Support compliance with the CAT NMS Plan;
     Work with and provide support to the Operating Committee 
and various CAT working groups;
     Prepare monthly, quarterly and annual financial 
statements;
     Support the annual financial statement audits by an 
independent auditor;
     Review historical costs from inception;
     Provide accounting and financial information in support of 
SEC filings; and
     Perform additional ad hoc accounting and financial 
advisory services, as requested by CAT LLC.
    CAT LLC estimated the annual budget for the costs for Anchin based 
on historical costs adjusted for cost of living rate increases, and 
projected incremental advisory and support services. The budgeted costs 
for the CAT Fee 2024-1 Period are based on the estimated annual costs, 
minus actual costs through June and estimated costs for July.
    Accounting Firm: Grant Thornton. It is anticipated that the 
professional and administration costs for the CAT Fee 2024-1 Period 
will include costs related to accounting services performed by Grant 
Thornton. CAT LLC anticipates that it will continue to employ Grant 
Thornton during CAT Fee 2024-1 Period based on, among other things, the 
firm's relevant expertise and fees, which are anticipated to remain in 
line with market rates for these financial advisory services. It is 
anticipated that Grant Thornton will continue to be engaged as an 
independent accounting firm to complete the audit of CAT LLC's 
financial statements, in accordance with the requirements of the CAT 
NMS Plan. The fees for these services will be paid by CAT LLC to Grant 
Thornton. CAT LLC estimated the budget for the accounting costs for 
Grant Thornton for the CAT Fee 2024-1 Period based on the anticipated 
hourly rates and the anticipated services plus an administrative fee.
    Professional and Administration Cost Estimates. CAT LLC estimates 
that the budget for professional and administration services during the 
CAT Fee 2024-1 Period will be approximately $428,544.50. The budget for 
professional and administration services during the CAT Fee 2024-1 
Period is calculated based on the Updated 2024 Budget. Specifically, 
this estimate was calculated by adding the budgeted amounts for the 
professional and administration services for the third and fourth 
quarter of 2024 as set forth in the Updated 2024 Budget and subtracting 
one half of the actual professional and administration costs incurred 
in July 2024 (as CAT Fee 2024-1 Period began half way through July, on 
July 16, 2024).\81\
---------------------------------------------------------------------------

    \81\ This calculation is ($157,269 + $293,682)--$22,406.50 = 
$428,544.50.
---------------------------------------------------------------------------

    CAT LLC estimated the budget for the professional and 
administration costs for the CAT Fee 2024-1 Period based on a review of 
past professional and administration costs, potential future 
professional and administration needs, the proposed rates and other 
contractual issues, as well as discussions with Anchin and Grant 
Thornton. This process for estimating the budget for the professional 
and administration costs for the CAT Fee 2024-1 Period is the same 
process by which CAT LLC estimated the professional and administration 
costs for the Original 2024 Budget. The Original 2024 Budget estimated 
a budget for professional and administration costs of $395,930 for the 
first two quarters of 2024.\82\ The actual costs for professional and 
administration services for the first two quarters of 2024, which are 
set forth in the Updated 2024 Budget, were $372,977.\83\ There is only 
an approximate 6% difference between the estimate and actuals. 
Accordingly, CAT LLC believes that the process for estimating the 
budgeted professional and administration costs for the CAT Fee 2024-1 
Period is reasonable.
---------------------------------------------------------------------------

    \82\ This calculation is $213,600 + $182,330 = $395,930.
    \83\ This calculation is $110,542 + $262,435 = $372,977.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for professional and administration costs from the prior 
CAT Fee filing. As this is the first Prospective CAT Fee Filing, this 
filing describes the changes in the professional and administration 
costs from the Original 2024 Budget. CAT LLC's proposed annual budget 
for professional and administration costs for 2024 had a very minor 
increase of $2,666 from the Original 2024 Budget, from $821,264 to 
$823,930. CAT LLC's proposed annual budget for professional and 
administration costs for 2024 has not changed in a material way for 
Anchin and Grant Thornton costs. Correspondingly, the proposed budget 
for professional and administration costs for the third and fourth 
quarters of 2024 increased by $25,617 (which is approximately 6%), from 
$425,334 in

[[Page 72020]]

the Original 2024 Budget \84\ to $450,951 in the Updated 2024 
Budget.\85\
---------------------------------------------------------------------------

    \84\ This calculation is $150,000 + $275,334 = $425,334.
    \85\ This calculation is $157,269 + $293,682 = $450,951.
---------------------------------------------------------------------------

(x) Public Relations Costs
(a) Desription [sic] of Public Relations Costs
    Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
public relations costs set forth in the budget. The Operating Committee 
approved an operating budget for the CAT pursuant to Section 11.1(a) of 
the CAT NMS Plan that included $43,225 in public relations costs for 
the CAT Fee 2024-1 Period. The public relations costs represent the 
fees paid to a public relations firm for professional communications 
services to CAT, including media relations consulting, strategy and 
execution. By engaging a public relations firm, CAT LLC will be better 
positioned to understand and address CAT matters to the benefit of all 
market participants.
    It is anticipated that the public relations costs for the CAT Fee 
2024-1 Period will include costs related to the public relations 
services performed by RF [verbar] Binder Partners Inc. (``RF [verbar] 
Binder''). CAT LLC anticipates that it will continue to employ RF 
[verbar] Binder during the CAT Fee 2024-1 Period based on, among other 
things, the firm's relevant expertise, history with the project, and 
fees, which are anticipated to remain in line with market rates for 
these public relations services. It is anticipated that, during the CAT 
Fee 2024-1 Period, RF [verbar] Binder will provide services related to 
communications with the public regarding the CAT, including monitoring 
developments related to the CAT (e.g., congressional efforts, public 
comments and reaction to proposals, press coverage of the CAT), 
reporting such developments to CAT LLC, and drafting and disseminating 
communications to the public regarding such developments as well as 
reporting on developments related to the CAT (e.g., amendments to the 
CAT NMS Plan). Public relations services are important for various 
reasons, including monitoring comments made by market participants 
about the CAT and understanding issues related to the CAT discussed on 
the public record.
    CAT LLC estimates that the budget for public relations services 
during the CAT Fee 2024-1 Period will be approximately $43,225. The 
budget for public relations services during the CAT Fee 2024-1 Period 
is calculated based on the Updated 2024 Budget. Specifically, this 
estimate was calculated by adding the budgeted amounts for the public 
relations for the third and fourth quarter of 2024 as set forth in the 
Updated 2024 Budget and subtracting one half of the actual public 
relations costs incurred in July 2024 (as CAT Fee 2024-1 Period began 
half way through July, on July 16, 2024).\86\ The fees for these 
services will be paid by CAT LLC to RF [verbar] Binder.
---------------------------------------------------------------------------

    \86\ This calculation is ($23,450 + $23,625)-$3,850 = $43,225.
---------------------------------------------------------------------------

    CAT LLC estimated the budget for the public relations costs for the 
CAT Fee 2024-1 Period based on a review of past public relations costs, 
potential future public relations needs, the proposed rates and other 
contractual issues, as well as discussions with RF [verbar] Binder. CAT 
LLC also recognized that public relations costs are generally 
consistent throughout the year. This process for estimating the budget 
for the public relations costs for the CAT Fee 2024-1 Period is the 
same process by which CAT LLC estimated the public relations costs for 
the Original 2024 Budget. The actual costs for public relations for the 
first two quarters of 2024, which are set forth in the Updated 2024 
Budget, were $46,200.\87\ They are the same. Accordingly, CAT LLC 
believes that the process for estimating the budgeted public relations 
costs for the CAT Fee 2024-1 Period is reasonable.
---------------------------------------------------------------------------

    \87\ This calculation is $23,100 + $23,100 = $46,200.
---------------------------------------------------------------------------

(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for public relations costs from the prior CAT Fee filing. 
As this is the first Prospective CAT Fee Filing, this filing describes 
the changes in the public relations costs from the Original 2024 
Budget. CAT LLC's proposed annual budget for public relations costs for 
2024 had a very minor increase of $875 from the Original 2024 Budget to 
the Updated 2024 Budget, from $92,400 to $93,275. Correspondingly, the 
proposed budget for public relations costs for the third and fourth 
quarters of 2024 increased by $875, from $46,200 in the Original 2024 
Budget \88\ to $47,075 in the Updated 2024 Budget.\89\ The minor change 
was made to reflect updated contractual terms.
---------------------------------------------------------------------------

    \88\ This calculation is $23,100 + $23,100 = $46,200.
    \89\ This calculation is $23,450 + $23,625 = $47,075.
---------------------------------------------------------------------------

(xi) Reserve
(a) Description of Reserve
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to provide a brief description of the 
reserve costs set forth in the budget. The Operating Committee approved 
an operating budget for the CAT pursuant to Section 11.1(a) of the CAT 
NMS Plan that includes $27,695,385 for a reserve for the CAT Fee 2024-1 
Period. Section 11.1(a)(i) of the CAT NMS Plan states that the budget 
shall include a reserve. Section 11.1(a)(ii) of the CAT NMS Plan 
further describes the reserve as follows:

    For the reserve referenced in paragraph (a)(i) of this Section, 
the budget will include an amount reasonably necessary to allow the 
Company to maintain a reserve of not more than 25% of the annual 
budget. To the extent collected CAT fees exceed CAT costs, including 
the reserve of 25% of the annual budget, such surplus shall be used 
to offset future fees. For the avoidance of doubt, the Company will 
only include an amount for the reserve in the annual budget if the 
Company does not have a sufficient reserve (which shall be up to but 
not more than 25% of the annual budget). For the avoidance of doubt, 
the calculation of the amount of the reserve would exclude the 
amount of the reserve from the budget.

In light of the fact that CAT LLC currently does not maintain any 
reserve, CAT LLC determined to include a reserve in the amount of 25% 
of Budgeted CAT Costs 2024-1 other than the reserve. Accordingly, the 
reserve for the CAT Fee 2024-1 Period was calculated by multiplying the 
Budgeted CAT Costs 2024-1 other than the reserve amount, which is 
$110,781,540, by 25%.
(b) Changes From Prior Fee Filing
    Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee 
filing for a Prospective CAT Fee to describe the reason for changes in 
the line item for a reserve from the prior CAT Fee filing. Prior to 
July 16, 2024, all CAT costs were paid by the Participants via notes. 
Accordingly, to date, CAT LLC has not maintained any reserve. With the 
commencement of CAT Fees, CAT LLC proposes to include costs for a 
reserve of $27,695,385 in Budgeted CAT Costs 2024-1.
(D) Projected Total Executed Equivalent Share Volume
    The calculation of Fee Rate 2024-1 also requires the determination 
of the projected total executed equivalent share volume of transactions 
in Eligible Securities for the CAT Fee 2024-1 Period. Under the CAT NMS 
Plan, the Operating Committee is required to

[[Page 72021]]

``reasonably determine the projected total executed equivalent share 
volume of all transactions in Eligible Securities for each relevant 
period based on the executed equivalent share volume of all 
transactions in Eligible Securities for the prior twelve months.'' \90\ 
The Operating Committee is required to base its projection on the prior 
twelve months, but it may use its discretion to analyze the likely 
volume for the upcoming year. Such discretion would allow the Operating 
Committee to use its judgment when estimating projected total executed 
equivalent share volume if the volume over the prior twelve months was 
unusual or otherwise unfit to serve as the basis of a future volume 
estimate.\91\
---------------------------------------------------------------------------

    \90\ Section 11.3(a)(i)(D) of the CAT NMS Plan.
    \91\ CAT Funding Model Approval Order at 62651.
---------------------------------------------------------------------------

    The total executed equivalent share volume of transactions in 
Eligible Securities for the 12-month period from June 2023 through May 
2024 was 3,980,753,840,905.21 executed equivalent shares. The Operating 
Committee has determined to calculate the projected total executed 
equivalent share volume for a four-month recovery period for CAT Fee 
2024-1 by multiplying by 4/12ths the executed equivalent share volume 
for the prior 12 months. The Operating Committee determined that such 
an approach was reasonable as the CAT's annual executed equivalent 
share volume has remained relatively constant. For example, the 
executed equivalent share volume for 2021 was 3,963,697,612,395, the 
executed equivalent share volume for 2022 was 4,039,821,841,560.31, and 
the executed equivalent share volume for 2023 was 3,868,940,345,680.6. 
Accordingly, the projected total executed equivalent share volume for 
the four-month period for CAT Fee 2024-1 is projected to be 
1,326,917,946,968.403 executed equivalent shares.\92\
---------------------------------------------------------------------------

    \92\ This projection was calculated by multiplying 
3,980,753,840,905.21 executed equivalent shares by 4/12ths.
---------------------------------------------------------------------------

    The projected total executed equivalent share volume of all 
transactions in Eligible Securities for the four-month recovery period 
for CAT Fee 2024-1 and a description of the calculation of the 
projection is provided in this filing in accordance with the 
requirement in the CAT NMS Plan to provide such information in a fee 
filing for a CAT Fee.\93\
---------------------------------------------------------------------------

    \93\ Section 11.3(a)(iii)(B) of the CAT NMS Plan.
---------------------------------------------------------------------------

(E) Fee Rate 2024-1
    Fee Rate 2024-1 would be calculated by dividing Budgeted CAT Costs 
2024-1 by the reasonably projected total executed equivalent share 
volume of all transactions in Eligible Securities for the four-month 
recovery period for CAT Fee 2024-1, as described in detail above.\94\ 
Specifically, Fee Rate 2024-1 would be calculated by dividing 
$138,476,925 by 1,326,917,946,968.403 executed equivalent shares. As a 
result, Fee Rate 2024-1 would be $0.0001043598251997246 per executed 
equivalent share. Fee Rate 2024-1 is provided in this filing in 
accordance with the requirement in the CAT NMS Plan to provide the Fee 
Rate in a fee filing for a CAT Fee.\95\
---------------------------------------------------------------------------

    \94\ In approving the CAT Funding Model, the Commission stated 
that ``[t]he manner in which the Fee Rate for Prospective CAT Costs 
will be calculated (i.e., by dividing the CAT costs reasonably 
budgeted for the upcoming year by the reasonably projected total 
executed equivalent share volume of all transactions in Eligible 
Securities for the year) is reasonable.'' CAT Funding Model Approval 
Order at 62651.
    \95\ Section 11.3(a)(iii)(B) of the CAT NMS Plan.
---------------------------------------------------------------------------

(3) Monthly Fees
    CEBBs and CEBSs would be required to pay fees for CAT Fee 2024-1 on 
a monthly basis for four months, from November 2024 until February 
2025.\96\ A CEBB's or CEBS's fee for each month would be calculated 
based on the transactions in Eligible Securities executed by the CEBB 
or CEBS from the prior month.\97\ Proposed paragraph (a)(3)(A) of the 
fee schedule would state that each CAT Executing Broker would receive 
its first invoice for CAT Fee 2024-1 in October 2024, and would receive 
an invoice for CAT Fee 2024-1 each month thereafter until January 2025. 
Proposed paragraph (a)(3)(B) of the fee schedule would state that 
``Consolidated Audited Trail, LLC shall provide each CAT Executing 
Broker with an invoice for CAT Fee 2024-1 on a monthly basis.'' In 
addition, paragraph (b)(1) of the fee schedule states that each CEBB 
and CEBS is required to pay its CAT fees ``each month.''
---------------------------------------------------------------------------

    \96\ See Section 11.3(a)(iii)(A) of the CAT NMS Plan.
    \97\ See proposed paragraph (a)(3)(B) of the fee schedule.
---------------------------------------------------------------------------

(4) Consolidated Audit Trail Funding Fees
    To implement CAT Fee 2024-1, the Exchange proposes to add a new 
paragraph to ``Consolidated Audit Trail Funding Fees'' section of the 
Exchange's fee schedule, to include the proposed paragraphs described 
below.
(A) Fee Schedule for CAT Fee 2024-1
    The CAT NMS Plan states that:

    Each Industry Member that is the CAT Executing Broker for the 
buyer in a transaction in Eligible Securities (``CAT Executing 
Broker for the Buyer'' or ``CEBB'') and each Industry Member that is 
the CAT Executing Broker for the seller in a transaction in Eligible 
Securities (``CAT Executing Broker for the Seller'' or ``CEBS'') 
will be required to pay a CAT Fee for each such transaction in in 
Eligible Securities in the prior month based on CAT Data. The CEBB's 
CAT Fee or CEBS's CAT Fee (as applicable) for each transaction in 
Eligible Securities will be calculated by multiplying the number of 
executed equivalent shares in the transaction by one-third and by 
the Fee Rate reasonably determined pursuant to paragraph (a)(i) of 
this Section 11.3.\98\
---------------------------------------------------------------------------

    \98\ Section 11.3(a)(iii)(A) of the CAT NMS Plan.

Accordingly, based on the factors discussed above, the Exchange 
proposes to add paragraph (a)(3) to the Consolidated Audit Trail 
Funding Fees section of its fee schedule. Proposed paragraph (a)(3) 
---------------------------------------------------------------------------
would state the following:

    (A) Each CAT Executing Broker shall receive its first invoice 
for CAT Fee 2024-1 in October 2024, which shall set forth the CAT 
Fee 2024-1 fees calculated based on transactions in September 2024, 
and shall receive an invoice for CAT Fee 2024-1 for each month 
thereafter until January 2025.
    (B) Consolidated Audit Trail, LLC shall provide each CAT 
Executing Broker with an invoice for CAT Fee 2024-1 on a monthly 
basis. Each month, such invoices shall set forth a fee for each 
transaction in Eligible Securities executed by the CAT Executing 
Broker in its capacity as a CAT Executing Broker for the Buyer 
(``CEBB'') and/or the CAT Executing Broker for the Seller (``CEBS'') 
(as applicable) from the prior month as set forth in CAT Data. The 
fee for each such transaction will be calculated by multiplying the 
number of executed equivalent shares in the transaction by the fee 
rate of $0.000035 per executed equivalent share.
    (C) Notwithstanding the last invoice date of January 2025 for 
CAT Fee-2024-1 in paragraph 3(A), CAT Fee 2024-1 shall continue in 
effect after January 2025, with each CAT Executing Broker receiving 
an invoice for CAT Fee 2024-1 each month, until a new subsequent CAT 
Fee is in effect with regard to Industry Members in accordance with 
Section 19(b) of the Exchange Act. Consolidated Audit Trail, LLC 
will provide notice when CAT Fee 2024-1 will no longer be in effect.
    (D) Each CAT Executing Broker shall be required to pay each 
invoice for CAT Fee 2024-1 in accordance with paragraph (b).

    As noted in the Plan amendment for the CAT Funding Model, ``[a]s a 
practical matter, the fee filing would provide the exact fee per 
executed equivalent share to be paid for the CAT Fees, by multiplying 
the Fee Rate by one-third and describing the relevant number of decimal 
places for the fee.'' \99\

[[Page 72022]]

Accordingly, proposed paragraph (a)(3)(B) of the fee schedule would set 
forth a fee rate of $0.000035 per executed equivalent share. This fee 
rate is calculated by multiplying Fee Rate 2024-1 of 
$0.0001043598251997246 by one-third, and rounding the result to six 
decimal places.\100\ The Operating Committee determined to use six 
decimal places to balance the accuracy of the calculation with the 
potential systems and other impracticalities of using additional 
decimal places in the calculation.
---------------------------------------------------------------------------

    \99\ CAT Funding Model Approval Order at 62658, n.658.
    \100\ Dividing $0.0001043598251997246 by three equals $ 
$0.00003478660839990821. Rounding $0.00003478660839990821 to six 
decimal places equals $0.000035.
---------------------------------------------------------------------------

    The proposed language in paragraph (a)(3)(A) of the fee schedule 
would describe when CAT Executing Brokers would receive their first 
monthly invoice for CAT Fee 2024-1. Specifically, CAT Executing Brokers 
would receive their first monthly invoice for CAT Fee 2024-1 in October 
2024 and the fees set forth in that invoice would be calculated based 
on transactions executed in September 2024. The payment for the first 
invoice would be required within 30 days after the receipt of the first 
invoice (unless a longer period is indicated), as described in 
paragraph (b)(2) of the fee schedule.
    Proposed paragraph (a)(3)(A) of the fee schedule also would 
describe the monthly cadence of the invoices for CAT Fee 2024-1. 
Specifically, after the first invoices are provided to CAT Executing 
Brokers in October 2024, invoices will be sent to CAT Executing Brokers 
each month thereafter until January 2025.
    Proposed paragraph (a)(3)(B) of the fee schedule would describe the 
invoices for CAT Fee 2024-1. Proposed paragraph (a)(3)(B) of the fee 
schedule would state that ``Consolidated Audit Trail, LLC shall provide 
each CAT Executing Broker with an invoice for CAT Fee 2024-1 on a 
monthly basis.'' Proposed paragraph (a)(3)(B) of the fee schedule also 
would describe the fees to be set forth in the invoices for CAT Fee 
2024-1. Specifically, it would state that ``[e]ach month, such invoices 
shall set forth a fee for each transaction in Eligible Securities 
executed by the CAT Executing Broker in its capacity as a CAT Executing 
Broker for the Buyer (`CEBB') and/or the CAT Executing Broker for the 
Seller (`CEBS') (as applicable) from the prior month as set forth in 
CAT Data. The fee for each such transaction will be calculated by 
multiplying the number of executed equivalent shares in the transaction 
by the fee rate of $0.000035 per executed equivalent share.''
    Since CAT Fee 2024-1 is a monthly fee based on actual transaction 
volume from the prior month, CAT Fee 2024-1 may collect more or less 
than two-thirds of Budgeted CAT Costs 2024-1. To the extent that CAT 
Fee 2024-1 collects more than two-thirds of Budgeted CAT Costs 2024-1, 
any excess money collected will be used to offset future fees and/or to 
fund the reserve for the CAT. To the extent that CAT Fee 2024-1 
collects less than two-thirds of Budgeted CAT Costs 2024-1, the budget 
for the CAT in the ensuing months will reflect such shortfall.
    Furthermore, proposed paragraph (a)(3)(C) of the fee schedule would 
describe how long CAT Fee 2024-1 would remain in effect. It would state 
that ``[n]otwithstanding the last invoice date of January 2025 for CAT 
Fee 2024-1 in paragraph 3(A), CAT Fee 2024-1 shall continue in effect 
after January 2025, with each CAT Executing Broker receiving an invoice 
for CAT Fee 2024-1 each month, until a new subsequent CAT Fee is in 
effect with regard to Industry Members in accordance with Section 19(b) 
of the Exchange Act. Consolidated Audit Trail, LLC will provide notice 
when CAT Fee 2024-1 will no longer be in effect.''
    Finally, proposed paragraph (a)(3)(D) of the fee schedule would set 
forth the requirement for the CAT Executing Brokers to pay the invoices 
for CAT Fee 2024-1. It would state that ``[e]ach CAT Executing Broker 
shall be required to pay each invoice for CAT Fee 2024-1 in accordance 
with paragraph (b).''
(B) Manner of Payment
    The Exchange proposes to add paragraph (b)(1) to the ``Consolidated 
Audit Trail Funding Fees'' section of its fee schedule to describe the 
manner of payment of Industry Member CAT fees. The CAT NMS Plan 
requires the Operating Committee to establish a system for the 
collection of CAT fees.\101\ The Plan Processor has established a 
billing system for CAT fees.\102\ Therefore, the Exchange proposes to 
require CAT Executing Brokers to pay CAT Fee 2024-1 in accordance with 
such system. Accordingly, proposed paragraph (b)(1) would state that 
``[e]ach CAT Executing Broker shall pay its CAT fees as required 
pursuant to paragraph (a) each month to the Consolidated Audit Trail, 
LLC in the manner prescribed by the Consolidated Audit Trail, LLC.''
---------------------------------------------------------------------------

    \101\ Section 11.4 of the CAT NMS Plan.
    \102\ The billing process and system are described in CAT Alert 
2023-02 as well as the CAT FAQs related to the billing of CAT fees, 
the Industry Member CAT Reporter Portal User Guide, the FCAT 
Industry Member Onboarding Guide, the FCAT Connectivity Supplement 
for Industry Members and the CAT Billing Webinars (dated Sept. 28, 
2023 and Nov. 7, 2023), each available on the CAT website.
---------------------------------------------------------------------------

(C) Failure To Pay CAT Fees
    The CAT NMS Plan further states that:

    Participants shall require each Industry Member to pay all 
applicable fees authorized under this Article XI within thirty (30) 
days after receipt of an invoice or other notice indicating payment 
is due (unless a longer payment period is otherwise indicated). If 
an Industry Member fails to pay any such fee when due (as determined 
in accordance with the preceding sentence), such Industry Member 
shall pay interest on the outstanding balance from such due date 
until such fee is paid at a per annum rate equal to the lesser of: 
(a) the Prime Rate plus 300 basis points; or (b) the maximum rate 
permitted by applicable law.\103\
---------------------------------------------------------------------------

    \103\ Section 11.4 of the CAT NMS Plan.

Accordingly, the Exchange proposes to add this requirement to the 
Exchange's fee schedule. Proposed paragraph (b)(2) of the fee schedule 
---------------------------------------------------------------------------
would state:

    Each CAT Executing Broker shall pay the CAT fees required 
pursuant to paragraph (a) within thirty days after receipt of an 
invoice or other notice indicating payment is due (unless a longer 
payment period is otherwise indicated). If a CAT Executing Broker 
fails to pay any such CAT fee when due, such CAT Executing Broker 
shall pay interest on the outstanding balance from such due date 
until such fee is paid at a per annum rate equal to the lesser of 
(i) the Prime Rate plus 300 basis points, or (ii) the maximum rate 
permitted by applicable law.

The requirements of paragraph (b)(2) would apply to CAT Fee 2024-1.
(5) CAT Fee Details
    The CAT NMS Plan states that:

    Details regarding the calculation of a Participant or CAT 
Executing Broker's CAT Fees will be provided upon request to such 
Participant or CAT Executing Broker. At a minimum, such details 
would include each Participant or CAT Executing Broker's executed 
equivalent share volume and corresponding fee by (1) Listed Options, 
NMS Stocks and OTC Equity Securities, (2) by transactions executed 
on each exchange and transactions executed otherwise than on an 
exchange, and (3) by buy-side transactions and sell-side 
transactions.\104\
---------------------------------------------------------------------------

    \104\ Section 11.3(a)(iv)(A) of the CAT NMS Plan.

Such information would provide CEBBs and CEBSs with the ability to 
understand the details regarding the calculation of their CAT Fee.\105\ 
CAT

[[Page 72023]]

LLC will provide CAT Executing Brokers with these details regarding the 
calculation of their CAT Fees on their monthly invoice for the CAT 
Fees.
---------------------------------------------------------------------------

    \105\ In approving the CAT Funding Model, the Commission stated 
that, ``[i]n the Commission's view, providing CAT Execut[ing] 
Brokers information regarding the calculation of their CAT Fees will 
aid in transparency and permit CAT Execut[ing] Brokers to confirm 
the accuracy of their invoices for CAT Fees.'' CAT Funding Model 
Approval Order at 62667.
---------------------------------------------------------------------------

    In addition, CAT LLC will make certain aggregate statistics 
regarding CAT Fees publicly available. Specifically, the CAT NMS Plan 
states that, ``[f]or each CAT Fee, at a minimum, CAT LLC will make 
publicly available the aggregate executed equivalent share volume and 
corresponding aggregate fee by (1) Listed Options, NMS Stocks and OTC 
Equity Securities, (2) by transactions executed on each exchange and 
transactions executed otherwise than on an exchange, and (3) by buy-
side transactions and sell-side transactions.'' \106\ Such aggregate 
statistics will be available on the CAT website.
---------------------------------------------------------------------------

    \106\ Section 11.3(a)(iv)(B) of the CAT NMS Plan. In approving 
the CAT Funding Model, the Commission stated that ``[t]he 
publication of the aggregate executed equivalent share volume and 
aggregate fee is appropriate because it would allow Participants and 
CAT Executing Brokers a high-level validation of executed volume and 
fees.'' CAT Funding Model Approval Order at 62667.
---------------------------------------------------------------------------

    Furthermore, CAT LLC will make publicly available on the CAT 
website the total amount invoiced each month that CAT Fee 2024-1 is in 
effect as well as the total amount invoiced for CAT Fee 2024-1 for all 
months since its commencement. CAT LLC also will make publicly 
available on the CAT website the total costs to be collected from 
Industry Members for CAT Fee 2024-1.
(6) Financial Accountability Milestones
    The CAT NMS Plan states that ``[n]o Participant will make a filing 
with the SEC pursuant to Section 19(b) of the Exchange Act regarding 
any CAT Fee related to Prospective CAT Costs until the Financial 
Accountability Milestone related to Period 4 described in Section 11.6 
has been satisfied.'' \107\ The substantive requirements of the 
Financial Accountability Milestones related to Period 4 have been 
satisfied, as the CAT has completed the requirements for the ``Full 
Implementation of CAT NMS Plan Requirements.'' Section 1.1 of the CAT 
NMS Plan defines ``Full Implementation of CAT NMS Plan Requirements'' 
as:
---------------------------------------------------------------------------

    \107\ Section 11.3(a)(iii)(C) of the CAT NMS Plan.

the point at which the Participants have satisfied all of their 
obligations to build and implement the CAT, such that all CAT system 
functionality required by Rule 613 and the CAT NMS Plan has been 
developed, successfully tested, and fully implemented at the initial 
Error Rates specified by Section 6.5(d)(i) or less, including 
functionality that efficiently permits the Participants and the 
Commission to access all CAT Data required to be stored in the 
Central Repository pursuant to Section 6.5(a), including Customer 
Account Information, Customer-ID, Customer Identifying Information, 
and Allocation Reports, and to analyze the full lifecycle of an 
order across the national market system, from order origination 
through order execution or order cancellation, including any related 
allocation information provided in an Allocation Report. This 
Financial Accountability Milestone shall be considered complete as 
of the date identified in a Quarterly Progress Report meeting the 
---------------------------------------------------------------------------
requirements of Section 6.6(c).

Under Section 1.1 of the CAT NMS Plan, this Financial Accountability 
Milestone is considered complete as of the date identified in the 
Participants' Quarterly Progress Reports. As indicated by the 
Participants' Quarterly Progress Report for the second and third 
quarter of 2024,\108\ Full Implementation of CAT NMS Plan Requirements 
was completed on July 15, 2024.
---------------------------------------------------------------------------

    \108\ Q2 & Q3 2024 Quarterly Progress Report (July 29, 2024).
---------------------------------------------------------------------------

(A) Transaction Reporting and Regulatory Access
    The CAT system functionality required by Rule 613 and the CAT NMS 
Plan related to order and transaction data has been developed, 
successfully tested, and fully implemented, including the requirements 
related to regulatory access. The implementation of CAT requirements 
related to order and transaction data occurred over four phases: Phases 
2a, 2b, 2c and 2d.\109\ As described in the Quarterly Progress Reports 
and summarized below, each of these phases has been fully 
implemented.\110\
---------------------------------------------------------------------------

    \109\ The SEC granted exemptive relief from certain provisions 
of the CAT NMS Plan to allow for the phased implementation of 
Industry Member reporting via five phases addressing the reporting 
requirements for Phase 2a Industry Member Data, Phase 2b Industry 
Member Data, Phase 2c Industry Member Data, Phase 2d Industry Member 
Data and Phase 2e Industry Member Data. Securities Exchange Rel. No. 
88702 (Apr. 20, 2020), 85 FR 23075 (Apr. 24, 2020) (``Phased 
Reporting Exemptive Relief Order'').
    \110\ See, e.g., Q1 2024 Quarterly Progress Report (Apr. 30, 
2024).
---------------------------------------------------------------------------

(i) Phase 2a
    The Quarterly Progress Reports state that ``Phase 2a was fully 
implemented as of October 26, 2020.'' \111\ The Phase 2a Industry 
Member Data is described in detail in the SEC's Phased Reporting 
Exemptive Relief Order, and includes the following data related to 
Eligible Securities that are equities:
---------------------------------------------------------------------------

    \111\ See, e.g., Q1 2024 Quarterly Progress Report (Apr. 30, 
2024).

     All events and scenarios covered by OATS, which 
includes information related to the receipt or origination of 
orders, order transmittal, and order modifications, cancellations 
and executions;
     Reportable Events for: (1) proprietary orders, 
including market maker orders, for Eligible Securities that are 
equities; (2) electronic quotes in listed equity Eligible Securities 
(i.e., NMS stocks) sent to a national securities exchange or FINRA's 
Alternative Display Facility (``ADF''); (3) electronic quotes in 
unlisted Eligible Securities (i.e., OTC Equity Securities) received 
by an Industry Member operating an interdealer quotation system 
(``IDQS''); and (4) electronic quotes in unlisted Eligible 
Securities sent to an IDQS or other quotation system not operated by 
a Participant or Industry Member;
     Firm Designated IDs (``FDIDs''), which Industry Members 
must report to the CAT as required by Sections 6.3(d)(i)(A) and 
6.4(d)(ii)(C) of the CAT NMS Plan;
     Industry Members would be required to report all street 
side representative orders, including both agency and proprietary 
orders and mark such orders as representative orders, except in 
certain limited exceptions as described in the Industry Member 
Technical Specifications;
     The link between the street side representative order 
and the order being represented when: (1) the representative order 
was originated specifically to represent a single order received 
either from a customer or another broker-dealer; and (2) there is 
(a) an existing direct electronic link in the Industry Member's 
system between the order being represented and the representative 
order and (b) any resulting executions are immediately and 
automatically applied to the represented order in the Industry 
Member's system;
     Manual and Electronic Capture Time for Manual Order 
Events;
     Special handling instructions for the original receipt 
or origination of an order during Phase 2a; and
     When routing an order, whether the order was routed as 
an intermarket sweep order (``ISO'').

    In Phase 2a, Industry Members were not required to report 
modifications of a previously routed order in certain limited 
instances, nor were they required to report a cancellation of an order 
received from a Customer after the order has been executed.\112\
---------------------------------------------------------------------------

    \112\ Phased Reporting Exemptive Relief Order at 23076-78.
---------------------------------------------------------------------------

(ii) Phase 2b
    The Quarterly Progress Reports state that ``Phase 2b was fully 
implemented as of January 4, 2021.'' \113\ The Phase 2b Industry Member 
Data is described in detail in the SEC's Phased Reporting Exemptive 
Relief Order, and includes

[[Page 72024]]

the Industry Member Data related to Eligible Securities that are 
options and related to simple electronic option orders, excluding 
electronic paired option orders. A simple electronic option order is an 
order to buy or sell a single option that is not related to or 
dependent on any other transaction for pricing and timing of execution 
that is either received or routed electronically by an Industry Member. 
Electronic receipt of an order is defined as the initial receipt of an 
order by an Industry Member in electronic form in standard format 
directly into an order handling or execution system. Electronic routing 
of an order is the routing of an order via electronic medium in 
standard format from one Industry Member's order handling or execution 
system to an exchange or another Industry Member. An electronic paired 
option order is an electronic option order that contains both the buy 
and sell side that is routed to another Industry Member or exchange for 
crossing and/or price improvement as a single transaction on an 
exchange. Responses to auctions of simple orders and paired simple 
orders would be reportable in Phase 2b. Furthermore, combined orders in 
options would be treated in Phase 2b in the same way as equity 
representative orders are treated in Phase 2a. A combined order would 
mean, as permitted by SRO rules, a single, simple order in Listed 
Options created by combining individual, simple orders in Listed 
Options from a customer with the same exchange origin code before 
routing to an exchange. During Phase 2b, the single combined order sent 
to an exchange must be reported and marked as a combined order, but the 
linkage to the underlying orders is not required to be reported until 
Phase 2d.\114\
---------------------------------------------------------------------------

    \113\ See, e.g., Q1 2024 Quarterly Progress Report (Apr. 30, 
2024).
    \114\ Phased Reporting Exemptive Relief Order at 23078.
---------------------------------------------------------------------------

(iii) Phase 2c
    The Quarterly Progress Reports state that ``Phase 2c was 
implemented as of April 26, 2021.'' \115\ The Phase 2c Industry Member 
Data is described in detail in the SEC's Phased Reporting Exemptive 
Relief Order. That Order states that ``Phase 2c Industry Member Data'' 
is Industry Member Data related to Eligible Securities that are 
equities other than Phase 2a Industry Member Data, Phase 2d Industry 
Member Data, or Phase 2e Industry Member Data. Specifically, the Phase 
2c Industry Member Data includes Industry Member Data that is related 
to Eligible Securities that are equities and that is related to: (1) 
Allocation Reports as required to be recorded and reported to the 
Central Repository pursuant to Section 6.4(d)(ii)(A)(1) of the CAT NMS 
Plan; (2) quotes in unlisted Eligible Securities sent to an IDQS 
operated by a CAT Reporter (reportable by the Industry Member sending 
the quotes) (except for quotes reportable in Phase 2d, as discussed 
below); (3) electronic quotes in listed equity Eligible Securities 
(i.e., NMS stocks) that are not sent to a national securities exchange 
or FINRA's Alternative Display Facility; (4) reporting changes to 
client instructions regarding modifications to algorithms; (5) marking 
as a representative order any order originated to work a customer order 
in price guarantee scenarios, such as a guaranteed VWAP; (6) flagging 
rejected external routes to indicate a route was not accepted by the 
receiving destination; (7) linkage of duplicate electronic messages 
related to a Manual Order Event between the electronic event and the 
original manual route; (8) special handling instructions on order route 
reports (other than the ISO, which is required to be reported in Phase 
2a); (9) quote identifier on trade events; (10) reporting of LTIDs (if 
applicable) for accounts with Reportable Events that are reportable to 
CAT as of and including Phase 2c; (11) reporting of date account opened 
or Account Effective Date (as applicable) for accounts and reporting of 
a flag indicating the Firm Designated ID type as account or 
relationship; (12) order effective time for orders that are received by 
an Industry Member and do not become effective until a later time; (13) 
the modification or cancellation of an internal route of an order; and 
(14) linkages to the customer order(s) being represented for 
representative order scenarios, including agency average price trades, 
net trades, aggregated orders, and disconnected Order Management System 
(``OMS'')--Execution Management System (``EMS'') scenarios, as required 
in the Industry Member Technical Specifications.\116\
---------------------------------------------------------------------------

    \115\ See, e.g., Q1 2024 Quarterly Progress Report (Apr. 30, 
2024).
    \116\ Phase Reporting Exemptive Relief Order at 23078-79.
---------------------------------------------------------------------------

    Phase 2c Industry Member Data also includes electronic quotes that 
are provided by or received in a CAT Reporter's order/quote handling or 
execution systems in Eligible Securities that are equities and are 
provided by an Industry Member to other market participants off a 
national securities exchange under the following conditions: (1) an 
equity bid or offer is displayed publicly or has been communicated (a) 
for listed securities to the ADF operated by FINRA; or (b) for unlisted 
equity securities to an ``interdealer quotation system,'' as defined in 
FINRA Rule 6420(c); or (2) an equity bid or offer which is accessible 
electronically by customers or other market participants and is 
immediately actionable for execution or routing; i.e., no further 
manual or electronic action is required by the responder providing the 
quote in order to execute or cause a trade to be executed). With 
respect to OTC Equity Securities, OTC Equity Securities quotes sent by 
an Industry Member to an IDQS operated by an Industry Member CAT 
Reporter (other than such an IDQS that does not match and execute 
orders) are reportable by the Industry Member sending them in Phase 2c. 
Accordingly, any response to a request for quote or other form of 
solicitation response provided in a standard electronic format (e.g., 
FIX) that meets this quote definition (i.e., an equity bid or offer 
which is accessible electronically by customers or other market 
participants and is immediately actionable for execution or routing) 
would be reportable in Phase 2c.\117\
---------------------------------------------------------------------------

    \117\ Id. at 23079.
---------------------------------------------------------------------------

(iv) Phase 2d
    The Quarterly Progress Reports state that ``Phase 2d was fully 
implemented as of December 13, 2021.'' \118\ The Phase 2d Industry 
Member Data is described in detail in the SEC's Phased Reporting 
Exemptive Relief Order. ``Phase 2d Industry Member Data'' is Industry 
Member Data that is related to Eligible Securities that are options 
other than Phase 2b Industry Member Data, Industry Member Data that is 
related to Eligible Securities that are equities other than Phase 2a 
Industry Member Data or Phase 2c Industry Member Data, and Industry 
Member Data other than Phase 2e Industry Member Data. Phase 2d Industry 
Member Data includes with respect to the Eligible Securities that are 
options: (1) simple manual orders; (2) electronic and manual paired 
orders; (3) all complex orders with linkages to all CAT-reportable 
legs; (4) LTIDs (if applicable) for accounts with Reportable Events for 
Phase 2d; (5) date account opened or Account Effective Date (as 
applicable) for accounts with an LTID and flag indicating the Firm 
Designated ID type as account or relationship for such accounts; (6) 
Allocation Reports as required to be recorded and reported to the 
Central Repository pursuant to Section 6.4(d)(ii)(A)(1) of the CAT NMS 
Plan; (7) the modification or cancellation of an internal route of an 
order; and (8) linkage between a

[[Page 72025]]

combined order and the original customer orders. Phase 2d Industry 
Member Data also would include electronic quotes that are provided by 
or received in a CAT Reporter's order/quote handling or execution 
systems in Eligible Securities that are options and are provided by an 
Industry Member to other market participants off a national securities 
exchange under the following conditions: a listed option bid or offer 
which is accessible electronically by customers or other market 
participants and is immediately actionable (i.e., no further action is 
required by the responder providing the quote in order to execute or 
cause a trade to be executed). Accordingly, any response to a request 
for quote or other form of solicitation response provided in standard 
electronic format (e.g., FIX) that meets this definition is reportable 
in Phase 2d for options.\119\
---------------------------------------------------------------------------

    \118\ See, e.g., Q1 2024 Quarterly Progress Report (Apr. 30, 
2024).
    \119\ Phase Reporting Exemptive Relief Order at 23079.
---------------------------------------------------------------------------

    Phase 2d Industry Member Data also includes with respect to 
Eligible Securities that are options or equities (1) receipt time of 
cancellation and modification instructions through Order Cancel Request 
and Order Modification Request events; (2) modifications of previously 
routed orders in certain instances; and (3) OTC Equity Securities 
quotes sent by an Industry Member to an IDQS operated by an Industry 
Member CAT Reporter that does not match and execute orders. In 
addition, subject to any exemptive or other relief, Phase 2d Industry 
Member Data includes verbal or manual quotes on an exchange floor or in 
the over-the-counter market, where verbal quotes and manual quotes are 
defined as bids or offers in Eligible Securities provided verbally or 
that are provided or received other than via a CAT Reporter's order 
handling and execution system (e.g., quotations provided via email or 
instant messaging).\120\
---------------------------------------------------------------------------

    \120\ Id. at 23079-80.
---------------------------------------------------------------------------

(v) Regulatory Access To Order and Transaction Data
    The Financial Accountability Milestone related to Period 4 requires 
that CAT provide functionality that permits the Participants and the 
Commission to access Phase 2a, 2b, 2c and 2d data and to analyze the 
full lifecycle of an order across the national market system, from 
order origination through order execution or order cancellation, 
including any related allocation information provided in an Allocation 
Report. As CAT LLC reported on its Quarterly Progress Reports, the 
query tool functionality incorporating the data from Phases 2a, 2b, 2c 
and 2d was available to the Participants and to the Commission as of 
December 31, 2021.\121\
---------------------------------------------------------------------------

    \121\ See, e.g., Q1 2024 Quarterly Progress Report (Apr. 30, 
2024).
---------------------------------------------------------------------------

(B) CAIS Reporting and Regulatory Access
    The CAT System functionality required by Rule 613 and the CAT NMS 
Plan related to Customer information has been developed, successfully 
tested, and fully implemented, including the requirements related to 
regulatory access. The implementation of CAT requirements related to 
Customer information occurred during Phase 2e. As described in the 
Quarterly Progress Reports and summarized below, Phase 2e has been 
fully implemented as of May 31, 2024.\122\ Furthermore, because a month 
of customer and account information data is necessary to create report 
cards with regard to such data, the publication of monthly report cards 
with respect to customer and account information commenced on July 15, 
2024.\123\ Accordingly, the Financial Accountability Milestone related 
to Period 4 was completed on July 15, 2024.
---------------------------------------------------------------------------

    \122\ Id.
    \123\ Q2 & Q3 2024 Quarterly Progress Report (July 29, 2024).
---------------------------------------------------------------------------

(i) Phase 2e
    The Q2 & Q3 2024 Quarterly Progress Report indicates that Phase 2e 
was fully implemented as of May 31, 2024.\124\ Phase 2e Industry Member 
Data is described in detail in the SEC's Phased Reporting Exemptive 
Relief Order. ``Phase 2e Industry Member Data'' includes ``Customer 
Account Information and Customer Identifying Information, other than 
LTIDs, date account opened/Account Effective Date and Firm Designated 
ID type flag previously reported to the CAT.'' \125\ LTIDs and Account 
Effective Date are both provided in Phases 2c and 2d in certain 
circumstances, as discussed above. Section 1.1 of the CAT NMS Plan 
defines the term ``Customer Account Information'' to
---------------------------------------------------------------------------

    \124\ Id.
    \125\ Phase Reporting Exemptive Relief Order at 23080.

include, but not be limited to, account number, account type, 
customer type, date account opened, and large trader identifier (if 
applicable); except, however, that (a) in those circumstances in 
which an Industry Member has established a trading relationship with 
an institution but has not established an account with that 
institution, the Industry Member will (i) provide the Account 
Effective Date in lieu of the ``date account opened''; (ii) provide 
the relationship identifier in lieu of the ``account number''; and 
(iii) identify the ``account type'' as a ``relationship''; (b) in 
those circumstances in which the relevant account was established 
prior to the implementation date of the CAT NMS Plan applicable to 
the relevant CAT Reporter (as set forth in Rule 613(a)(3)(v) and 
(vi)), and no ``date account opened'' is available for the account, 
the Industry Member will provide the Account Effective Date in the 
following circumstances: (i) where an Industry Member changes back 
office providers or clearing firms and the date account opened is 
changed to the date the account was opened on the new back office/
clearing firm system; (ii) where an Industry Member acquires another 
Industry Member and the date account opened is changed to the date 
the account was opened on the post-merger back office/clearing firm 
system; (iii) where there are multiple dates associated with an 
account in an Industry Member's system, and the parameters of each 
date are determined by the individual Industry Member; and (iv) 
where the relevant account is an Industry Member proprietary 
---------------------------------------------------------------------------
account.

The term ``Customer Identifying Information'' is defined in Section 1.1 
of the CAT NMS Plan to mean

information of sufficient detail to identify a Customer, including, 
but not limited to, (a) with respect to individuals: name, address, 
date of birth, individual tax payer identification number 
(``ITIN'')/social security number (``SSN''), individual's role in 
the account (e.g., primary holder, joint holder, guardian, trustee, 
person with the power of attorney); and (b) with respect to legal 
entities: name, address, Employer Identification Number (``EIN'')/
Legal Entity Identifier (``LEI'') or other comparable common entity 
identifier, if applicable; provided, however, that an Industry 
Member that has an LEI for a Customer must submit the Customer's LEI 
in addition to other information of sufficient detail to identify a 
Customer.
(ii) Regulatory Access to Customer Information
    The Financial Accountability Milestone related to Period 4 requires 
that CAT provide functionality that permits the Participants and the 
Commission to access Phase 2e Industry Member Data (in addition to the 
Phase 2a, 2b, 2c and 2d Industry Member Data, as discussed above). As 
CAT LLC reported on its Q2 & Q3 Quarterly Progress Report, regulators 
had efficient access to Phase 2e Industry Member Data via the query 
tool functionality required under the CAT NMS Plan by July 15, 
2024.\126\
---------------------------------------------------------------------------

    \126\ Q2 & Q3 2024 Quarterly Progress Report (July 29, 2024).
---------------------------------------------------------------------------

(C) Error Rate
    The Financial Accountability Milestones related to Period 4 require 
the implementation of the CAT System ``at the initial Error Rates 
specified by

[[Page 72026]]

Section 6.5(d)(i) or less.'' The average overall error rate as of July 
15, 2024, was less than 5%, which is the initial Error Rate specified 
by Section 6.5(d)(i) of the CAT NMS Plan. The average overall error 
rate was calculated by dividing the compliance errors by processed 
records.
(7) Participant Invoices
    While CAT Fees charged to Industry Members become effective in 
accordance with the requirements of Section 19(b) of the Exchange 
Act,\127\ CAT fees charged to Participants are implemented via an 
approval of the CAT fees by the Operating Committee in accordance with 
the requirements of the CAT NMS Plan.\128\ On July 31, 2024, the 
Operating Committee approved the Participant fee related to CAT Fee 
2024-1. Specifically, pursuant to the requirements of CAT NMS 
Plan,\129\ each Participant would be required to pay a CAT fee 
calculated using the fee rate of $0.000035, which is the same fee rate 
that applies to CEBBs and CEBSs. Like CEBBs and CEBSs, each Participant 
would be required to pay such CAT fees on a monthly basis for four 
months, from November 2024 until February 2025, and each Participant's 
fee for each month would be calculated based on the transactions in 
Eligible Securities executed on the applicable exchange (for the 
Participant exchanges) or otherwise than on the exchange (for FINRA) in 
the prior month. Accordingly, each Participant will receive its first 
invoice in October 2024, and would receive an invoice each month 
thereafter until January 2025. Like with the CAT Fee 2024-1 applicable 
to CEBBs and CEBSs as described in proposed paragraph (a)(3)(C) of the 
fee schedule, notwithstanding the last invoice date of January 2025, 
Participants will continue to receive invoices for this fee each month 
until a new subsequent CAT Fee is in effect with regard to Industry 
Members. Furthermore, Section 11.4 of the CAT NMS Plan states that each 
Participant is required to pay such invoices as required by Section 
3.7(b) of the CAT NMS Plan. Section 3.7(b) states, in part, that
---------------------------------------------------------------------------

    \127\ Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
    \128\ CAT Funding Model Approval Order at 62659.
    \129\ See Section 11.3(a)(ii) and Appendix B of the CAT NMS 
Plan.

[e]ach Participant shall pay all fees or other amounts required to 
be paid under this Agreement within thirty (30) days after receipt 
of an invoice or other notice indicating payment is due (unless a 
longer payment period is otherwise indicated) (the ``Payment 
Date''). The Participant shall pay interest on the outstanding 
balance from the Payment Date until such fee or amount is paid at a 
per annum rate equal to the lesser of: (i) Prime Rate plus 300 basis 
points; or (ii) the maximum rate permitted by applicable law.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the requirements of the Exchange Act. The Exchange believes that the 
proposed rule change is consistent with Section 6(b)(5) of the Act 
\130\, which requires, among other things, that the Exchange's rules 
must be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, and, in 
general, to protect investors and the public interest, and not designed 
to permit unfair discrimination between customers, issuers, brokers and 
dealers. The Exchange also believes that the proposed rule change is 
consistent with the provisions of Section 6(b)(4) of the Act,\131\ 
because it provides for the equitable allocation of reasonable dues, 
fees and other charges among members and issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers or dealers. The Exchange further believes 
that the proposed rule change is consistent with Section 6(b)(8) of the 
Act,\132\ which requires that the Exchange's rules not impose any 
burden on competition that is not necessary or appropriate in 
furtherance of the purpose of the Exchange Act. These provisions also 
require that the Exchange be ``so organized and [have] the capacity to 
be able to carry out the purposes'' of the Act and ``to comply, and . . 
. to enforce compliance by its members and persons associated with its 
members,'' with the provisions of the Exchange Act.\133\ Accordingly, a 
reasonable reading of the Act indicates that it intended that 
regulatory funding be sufficient to permit an exchange to fulfill its 
statutory responsibility under the Act, and contemplated that such 
funding would be achieved through equitable assessments on the members, 
issuers, and other users of an exchange's facilities.
---------------------------------------------------------------------------

    \130\ 15 U.S.C. 78f(b)(6).
    \131\ 15 U.S.C. 78f(b)(4).
    \132\ 15 U.S.C. 78f(b)(8).
    \133\ See Section 6(b)(1) of the Exchange Act.
---------------------------------------------------------------------------

    The Exchange believes that this proposal is consistent with the Act 
because it implements provisions of the Plan and is designed to assist 
the Exchange in meeting regulatory obligations pursuant to the Plan. In 
approving the Plan, the SEC noted that the Plan ``is necessary and 
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 mechanism of a national market system, or is otherwise 
in furtherance of the purposes of the Act.'' \134\ To the extent that 
this proposal implements the Plan and applies specific requirements to 
Industry Members, the Exchange believes that this proposal furthers the 
objectives of the Plan, as identified by the SEC, and is therefore 
consistent with the Act.
---------------------------------------------------------------------------

    \134\ CAT NMS Plan Approval Order at 84697.
---------------------------------------------------------------------------

    The Exchange believes that the proposed fees to be paid by the 
CEBBs and CEBSs are reasonable, equitably allocated and not unfairly 
discriminatory. First, the CAT Fee 2024-1 fees to be collected are 
directly associated with the budgeted costs of establishing and 
maintaining the CAT, where such costs include Plan Processor costs and 
costs related to technology, legal, consulting, insurance, professional 
and administration, and public relations costs.
    The proposed CAT Fee 2024-1 fees would be charged to Industry 
Members in support of the maintenance of a consolidated audit trail for 
regulatory purposes. The proposed fees, therefore, are consistent with 
the Commission's view that regulatory fees be used for regulatory 
purposes and not to support the Exchange's business operations. The 
proposed fees would not cover Exchange services unrelated to the CAT. 
In addition, any surplus would be used as a reserve to offset future 
fees. Given the direct relationship between CAT fees and CAT costs, the 
Exchange believes that the proposed fees are reasonable, equitable and 
not unfairly discriminatory.
    As further discussed below, the SEC approved the CAT Funding Model, 
finding it was reasonable and that it equitably allocates fees among 
Participants and Industry Members. The Exchange believes that the 
proposed fees adopted pursuant to the CAT Funding Model approved by the 
SEC are reasonable, equitably allocated and not unfairly 
discriminatory.
(1) Implementation of CAT Funding Model in CAT NMS Plan
    Section 11.1(b) of the CAT NMS Plan states that ``[t]he 
Participants shall file with the SEC under Section 19(b) of the 
Exchange Act any such fees on Industry Members that the Operating 
Committee approves.'' Per Section 11.1(b) of the CAT NMS Plan, the 
Exchange has filed this fee filing to implement the Industry Member CAT 
fees included in the CAT Funding Model. The Exchange believes

[[Page 72027]]

that this proposal is consistent with the Exchange Act because it is 
consistent with, and implements, the CAT Funding Model in the CAT NMS 
Plan, and is designed to assist the Exchange and its Industry Members 
in meeting regulatory obligations pursuant to the CAT NMS Plan. In 
approving the CAT NMS Plan, the SEC noted that the Plan ``is necessary 
and 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 mechanism of a national market system, or is 
otherwise in furtherance of the purposes of the Act.'' \135\ Similarly, 
in approving the CAT Funding Model, the SEC concluded that the CAT 
Funding Model met this standard.\136\ As this proposal implements the 
Plan and the CAT Funding Model described therein, and applies specific 
requirements to Industry Members in compliance with the Plan, the 
Exchange believes that this proposal furthers the objectives of the 
Plan, as identified by the SEC, and is therefore consistent with the 
Exchange Act.
---------------------------------------------------------------------------

    \135\ Id. at 84696.
    \136\ CAT Funding Model Approval Order at 62686.
---------------------------------------------------------------------------

(2) Calculation of Fee Rate for CAT Fee 2024-1 Is Reasonable
    The SEC has determined that the CAT Funding Model is reasonable and 
satisfies the requirements of the Exchange Act. Specifically, the SEC 
has concluded that the method for determining CAT Fees as set forth in 
Section 11.3 of the CAT NMS Plan, including the formula for calculating 
the Fee Rate, the identification of the parties responsible for payment 
and the transactions subject to the fee rate for CAT Fees, is 
reasonable and satisfies the Exchange Act.\137\ In each respect, as 
discussed above, CAT Fee 2024-1 is calculated, and would be applied, in 
accordance with the requirements applicable to CAT Fees as set forth in 
the CAT NMS Plan. Furthermore, as discussed below, the Exchange 
believes that each of the figures for the variables in the SEC-approved 
formula for calculating the fee rate for CAT Fee 2024-1 is reasonable 
and consistent with the Exchange Act. Calculation of Fee Rate 2024-1 
for CAT Fee 2024-1 requires the figures for Budgeted CAT Costs 2024-1, 
the executed equivalent share volume for the prior twelve months, the 
determination of CAT Fee 2024-1 Period, and the projection of the 
executed equivalent share volume for CAT Fee 2024-1 Period. Each of 
these variables is reasonable and satisfies the Exchange Act, as 
discussed throughout this filing.
---------------------------------------------------------------------------

    \137\ Id. at 62662-63.
---------------------------------------------------------------------------

(A) Budgeted CAT Costs 2024-1
    The formula for calculating a Fee Rate requires the amount of 
Budgeted CAT Costs to be recovered. Specifically, Section 
11.3(a)(iii)(B) of the CAT NMS Plan requires a fee filing to provide:

    The budget for the upcoming year (or remainder of the year, as 
applicable), including a brief description of each line item in the 
budget, including (1) the technology line items of cloud hosting 
services, operating fees, CAIS operating fees, change request fees, 
and capitalized developed technology costs, (2) legal, (3) 
consulting, (4) insurance, (5) professional and administration and 
(6) public relations costs, a reserve and/or such other categories 
as reasonably determined by the Operating Committee to be included 
in the budget, and the reason for changes in each such line item 
from the prior CAT fee filing.

In accordance with this requirement, the Exchange has set forth the 
amount and type of Budgeted CAT Costs 2024-1 for each of these 
categories above.
    Section 11.3(a)(iii)(B) of the CAT NMS Plan also requires that the 
fee filing provide ``sufficient detail to demonstrate that the budget 
for the upcoming year, or part of year, as applicable, is reasonable 
and appropriate.'' As discussed below, the Exchange believes that the 
budget for the CAT Fee 2024-1 Period is ``reasonable and appropriate.'' 
Each of the costs included in CAT Fee 2024-1 are reasonable and 
appropriate because the costs are consistent with standard industry 
practice, based on the need to comply with the requirements of the CAT 
NMS Plan, incurred subject to negotiations performed on an arm's length 
basis, and/or are consistent with the needs of any legal entity, 
particularly one with no employees.
(i) Technology: Cloud Hosting Services
    In approving the CAT Funding Model, the Commission recognized that 
it is appropriate to recover budgeted costs related to cloud hosting 
services as a part of CAT Fees.\138\ CAT LLC determined that the 
budgeted costs related to cloud hosting services described in this 
filing are reasonable and should be included as a part of Budgeted CAT 
Costs 2024-1. As described above, the cloud hosting services costs 
reflect, among other things, the breadth of the CAT cloud activities, 
data volumes far in excess of the original volume estimates, the need 
for specialized cloud services given the volume and unique nature of 
the CAT, the processing time requirements of the Plan, and regular 
efforts to seek to minimize costs where permissible under the Plan. CAT 
LLC determined that use of cloud hosting services is necessary for 
implementation of the CAT, particularly given the substantial data 
volumes associated with the CAT, and that the fees for cloud hosting 
services negotiated by FCAT were reasonable, taking into consideration 
a variety of factors, including the expected volume of data and the 
breadth of services provided and market rates for similar 
services.\139\ Indeed, the actual costs of the CAT are far in excess of 
the original estimated costs of the CAT due to various factors, 
including the higher volumes and greater complexity of the CAT than 
anticipated when Rule 613 was originally adopted.
---------------------------------------------------------------------------

    \138\ Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
    \139\ For a discussion of the amount and type of cloud hosting 
services fees, see Section 3(a)(2)(C)(i) above.
---------------------------------------------------------------------------

    To comply with the requirements of the Plan, the breadth of the 
cloud activities related to the CAT is substantial. The cloud services 
not only include the production environment for the CAT, but they also 
include two industry testing environments, support environments for 
quality assurance and stress testing and disaster recovery 
capabilities. Moreover, the cloud storage costs are driven by the 
requirements of the Plan, which requires the storage of multiple 
versions of the data, from the original submitted version of the data 
through various processing steps, to the final version of the data.
    Data volume is a significant driver of costs for cloud hosting 
services. When the Commission adopted the CAT NMS Plan in 2016, it 
estimated that the CAT would need to receive 58 billion records per day 
\140\ and that annual operating costs for the CAT would range from 
$36.5 million to $55 million.\141\ Through 2023, the actual data 
volumes have been five times that original estimate. The data volumes 
to date for 2024 have continued this trend.
---------------------------------------------------------------------------

    \140\ Appendix D-4 of the CAT NMS Plan at n.262.
    \141\ CAT NMS Plan Approval Order at 84801.
---------------------------------------------------------------------------

    In addition to the effect of the data volume on the cloud hosting 
costs, the processing timelines set forth in the Plan contribute to the 
cloud hosting costs. Although CAT LLC has proactively sought to manage 
cloud hosting costs while complying with the Plan, including through 
requests to the Commission for exemptive relief and amendments to the 
CAT NMS Plan, stringent CAT NMS Plan requirements do not allow for any 
material flexibility in cloud architecture design choices, processing 
timelines (e.g., the use of

[[Page 72028]]

non-peak processing windows), or lower-cost storage tiers. As a result, 
the required CAT processing timelines contribute to the cloud hosting 
costs of the CAT.
    The costs for cloud hosting services also reflect the need for 
specialized cloud hosting services given the data volume and unique 
processing needs of the CAT. The data volume as well as the data 
processing needs of the CAT necessitate the use of cloud hosting 
services. The equipment, power and services required for an on-premises 
data model, the alternative to cloud hosting services, would be cost 
prohibitive. Moreover, as CAT was being developed, there were limited 
cloud hosting providers that could satisfy all the necessary CAT 
requirements, including the operational and security criteria. Over 
time, more providers offering cloud hosting services that would satisfy 
these criteria have entered the market. CAT LLC will continue to 
evaluate alternative cloud hosting services, recognizing that the time 
and cost to move to an alternative cloud provider would be substantial.
    The reasonableness of the cloud hosting services costs is further 
supported by key cost discipline mechanisms for the CAT--a cost-based 
funding structure, cost transparency, cost management efforts 
(including regular efforts to lower compute and storage costs where 
permitted by the Plan) and oversight. Together, these mechanisms help 
ensure the ongoing reasonableness of the CAT's costs and the level of 
fees assessed to support those costs.\142\
---------------------------------------------------------------------------

    \142\ See Securities Exchange Act Rel. No. 97151 (Mar. 15, 
2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost 
discipline mechanisms for the CAT).
---------------------------------------------------------------------------

(ii) Technology: Operating Fees
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted costs related to operating fees as a 
part of CAT Fees.\143\ CAT LLC determined that the budgeted costs 
related to operating fees described in this filing are reasonable and 
should be included as a part of Budgeted CAT Costs 2024-1.
---------------------------------------------------------------------------

    \143\ Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
---------------------------------------------------------------------------

    The operating fees would include the negotiated fees paid by CAT 
LLC to the Plan Processor to operate and maintain the system for order-
related information and to perform business operations related to the 
system, including compliance, security, testing, training, 
communications with the industry (e.g., management of the FINRA CAT 
Helpdesk, FAQs, website and webinars) and program management. CAT LLC 
determined that the selection of FCAT as the Plan Processor was 
reasonable and appropriate given its expertise with securities 
regulatory reporting, after a process of considering other potential 
candidates.\144\ CAT LLC also determined that the fixed price contract, 
negotiated on an arm's length basis with the goals of managing costs 
and receiving services required to comply with the CAT NMS Plan and 
Rule 613, was reasonable and appropriate, taking into consideration a 
variety of factors, including the breadth of services provided and 
market rates for similar types of activity.\145\ The services to be 
performed by FCAT for CAT Fee 2024-1 Period and the budgeted costs 
related to such services are described above.\146\
---------------------------------------------------------------------------

    \144\ See Section 3(a)(2)(C)(ii) above.
    \145\ Id.
    \146\ Id.
---------------------------------------------------------------------------

    The operating costs also include costs related to the receipt of 
market data. CAT LLC anticipates continuing to receive certain market 
data from Exegy during the CAT Fee 2024-1 Period. CAT LLC anticipates 
that Exegy will continue to provide data that meets the SIP Data 
requirements of the CAT NMS Plan and that the fees are reasonable and 
in line with market rates for market data received.\147\
---------------------------------------------------------------------------

    \147\ Id.
---------------------------------------------------------------------------

(iii) Technology: CAIS Operating Fees
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted costs related to CAIS operating fees as 
a part of CAT Fees.\148\ CAT LLC determined that the budgeted costs 
related to CAIS operating fees described in this filing are reasonable 
and should be included as a part of Budgeted CAT Costs 2024-1. The CAIS 
operating fees would include the fees paid to the Plan Processor to 
operate and maintain CAIS and to perform the business operations 
related to the system, including compliance, security, testing, 
training, communications with the industry (e.g., management of the 
FINRA CAT Helpdesk, FAQs, website and webinars) and program management. 
CAT LLC determined that the fees for FCAT's CAIS-related services, 
negotiated on an arm's length basis with the goals of managing costs 
and receiving services required to comply with the CAT NMS Plan, taking 
into consideration a variety of factors, including the services to be 
provided and market rates for similar types of activity, are reasonable 
and appropriate.\149\ The services to be performed by FCAT for the CAT 
Fee 2024-1 Period and the budgeted costs for such services are 
described above.\150\
---------------------------------------------------------------------------

    \148\ Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
    \149\ See Section 3(a)(2)(C)(iii) above.
    \150\ Id.
---------------------------------------------------------------------------

(iv) Technology: Change Request Fees
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted costs related to change request fees as 
a part of CAT Fees.\151\ CAT LLC determined that the budgeted costs 
related to change request fees described in this filing are reasonable 
and should be included as a part of Budgeted CAT Costs 2024-1. It is 
common practice to utilize a change request process to address evolving 
needs in technology projects. This is particularly true for a project 
like CAT that is the first of its kind, both in substance and in scale. 
The substance and costs of each of the change requests are evaluated by 
the Operating Committee and approved in accordance with the 
requirements for Operating Committee meetings. In each case, CAT LLC 
forecasts that the change requests will be necessary to implement the 
CAT. As described above,\152\ CAT LLC has included a reasonable 
placeholder budget amount for potential change requests that may arise 
during the CAT Fee 2024-1 Period. As noted above, the total budgeted 
costs for change requests during the CAT Fee 2024-1 Period represent a 
small percentage of Budgeted CAT Costs 2024-1--that is, approximately 
0.12% of Budgeted CAT Costs 2024-1.
---------------------------------------------------------------------------

    \151\ Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
    \152\ See Section 3(a)(2)(C)(iv) above.
---------------------------------------------------------------------------

(v) Capitalized Developed Technology Costs
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted costs related to capitalized developed 
technology costs as a part of CAT Fees.\153\ In general, capitalized 
developed technology costs would include costs related to, for example, 
certain development costs, costs related to certain modifications, 
upgrades and other changes to the CAT, CAIS implementation fees and 
license fees. The amount and type of budgeted capitalized developed 
technology costs for the CAT Fee 2024-1 Period, which relate to the 
CAIS software license fee and technology changes to be implemented by 
FCAT, are described in more detail above.\154\ CAT LLC determined that 
these budgeted costs are reasonable and should be included

[[Page 72029]]

as a part of Budgeted CAT Costs 2024-1.
---------------------------------------------------------------------------

    \153\ Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
    \154\ See Section 3(a)(2)(C)(v) above.
---------------------------------------------------------------------------

(vi) Legal
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted costs related to legal fees as a part 
of CAT Fees.\155\ CAT LLC determined that the budgeted legal costs 
described in this filing are reasonable and should be included as a 
part of Budgeted CAT Costs 2024-1. Given the unique nature of the CAT, 
the number of parties involved with the CAT (including, for example, 
the SEC, Participants, Industry Members, and vendors) and the many 
regulatory, contractual and other issues associated with the CAT, the 
scope of the necessary legal services is substantial. CAT LLC 
determined that the scope of the proposed legal services is necessary 
to implement and maintain the CAT and that the legal rates reflect the 
specialized services necessary for such a project. CAT LLC determined 
to hire and continue to use each law firm based on a variety of 
factors, including their relevant expertise and fees. In each case, CAT 
LLC determined that the fee rates were in line with market rates for 
specialized legal expertise. In addition, CAT LLC determined that the 
budgeted costs for the legal projects were appropriate given the 
breadth of the services provided. The services to be performed by each 
law firm for the CAT Fee 2024-1 Period and the budgeted costs related 
to such services are described above.\156\
---------------------------------------------------------------------------

    \155\ Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
    \156\ See Section 3(a)(2)(B)(vi) above.
---------------------------------------------------------------------------

(vii) Consulting
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted consulting costs as a part of CAT 
Fees.\157\ CAT LLC determined that the budgeted consulting costs 
described in this filing are reasonable and should be included as a 
part of Budgeted CAT Costs 2024-1. Because there are no CAT employees 
\158\ and because of the significant number of issues associated with 
the CAT, the consultants are budgeted to provide assistance in the 
management of various CAT matters and the processes related to such 
matters.\159\ CAT LLC determined the budgeted consulting costs were 
appropriate, as the consulting services were to be provided at 
reasonable market rates that were comparable to the rates charged by 
other consulting firms for similar work. Moreover, the total budgeted 
costs for such consulting services were appropriate in light of the 
breadth of services provided by Deloitte. The services budgeted to be 
performed by Deloitte and the budgeted costs related to such services 
are described above.\160\
---------------------------------------------------------------------------

    \157\ Section 11.3(b)(iii)(B)(B)(3) of the CAT NMS Plan.
    \158\ As stated in the filing of the proposed CAT NMS Plan, 
``[i]t is the intent of the Participants that the Company have no 
employees.'' Securities Exchange Act Rel. No. 77724 (Apr. 27, 2016), 
81 FR 30614, 30621 (May 17, 2016).
    \159\ CAT LLC uses certain third parties to perform tasks that 
may be performed by administrators for other NMS Plans. See, e.g., 
CTA Plan and CQ Plan.
    \160\ Section 3(a)(2)(C)(vii) of the CAT NMS Plan.
---------------------------------------------------------------------------

(viii) Insurance
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted insurance costs as a part of CAT 
Fees.\161\ CAT LLC determined that the budgeted insurance costs 
described in this filing are reasonable and should be included as a 
part of Budgeted CAT Costs 2024-1. CAT LLC determined that it is common 
practice to have directors' and officers' liability insurance, and 
errors and omissions liability insurance. CAT LLC further determined 
that it was important to have cyber security insurance given the nature 
of the CAT, and such a decision is consistent with the CAT NMS Plan, 
which states that the cyber incident response plan may include 
``[i]nsurance against security breaches.'' \162\ As discussed 
above,\163\ CAT LLC determined that the budgeted insurance costs were 
appropriate given its prior experience with this market and an analysis 
of the alternative insurance offerings. Based on this analysis, CAT LLC 
determined that the selected insurance policies provided appropriate 
coverage at reasonable market rates.\164\
---------------------------------------------------------------------------

    \161\ Section 11.3(b)(iii)(B)(B)(4) of the CAT NMS Plan.
    \162\ Section 4.1.5 of Appendix D of the CAT NMS Plan.
    \163\ See Section 3(a)(2)(C)(viii) above.
    \164\ Id.
---------------------------------------------------------------------------

(ix) Professional and Administration
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted professional and administration costs 
as a part of CAT Fees.\165\ CAT LLC determined that the budgeted 
professional and administration costs described in this filing are 
reasonable and should be included as a part of Budgeted CAT Costs 2024-
1. Because there are no CAT employees, all required accounting, 
financial, tax, cash management and treasury functions for CAT LLC have 
been outsourced at market rates. In addition, the required annual 
financial statement audit of CAT LLC is included in professional and 
administration costs, which costs are also at market rates. The 
services performed by Anchin and Grant Thornton and the costs related 
to such services are described above.\166\
---------------------------------------------------------------------------

    \165\ Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
    \166\ See Section 3(a)(2)(C)(ix) above.
---------------------------------------------------------------------------

    CAT LLC anticipates continuing to make use of Anchin, a financial 
advisory firm, to assist with financial matters for the CAT. CAT LLC 
determined that the budgeted costs for Anchin were appropriate, as the 
financial advisory services were to be provided at reasonable market 
rates that were comparable to the rates charged by other such firms for 
similar work. Moreover, the total budgeted costs for such financial 
advisory services were appropriate in light of the breadth of services 
provided by Anchin. The services budgeted to be performed by Anchin and 
the budgeted costs related to such services are described above.\167\
---------------------------------------------------------------------------

    \167\ Id.
---------------------------------------------------------------------------

    CAT LLC anticipates continuing to make use of Grant Thornton, an 
independent accounting firm, to complete the audit of CAT LLC's 
financial statements, in accordance with the requirements of the CAT 
NMS Plan. CAT LLC determined that the budgeted costs for Grant Thornton 
were appropriate, as the accounting services were to be provided at 
reasonable market rates that were comparable to the rates charged by 
other such firms for similar work. Moreover, the total budgeted costs 
for such accounting services were appropriate in light of the breadth 
of services provided by Grant Thornton. The services budgeted to be 
performed by Grant Thornton and the budgeted costs related to such 
services are described above.\168\
---------------------------------------------------------------------------

    \168\ Id.
---------------------------------------------------------------------------

(x) Public Relations Costs
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted public relations costs as a part of CAT 
Fees.\169\ CAT LLC determined that the budgeted public relations costs 
described in this filing are reasonable and should be included as a 
part of Budgeted CAT Costs 2024-1. CAT LLC determined that the types of 
public relations services to be utilized were beneficial to the CAT and 
market participants more generally. Public relations services are 
important for various reasons, including monitoring comments made by 
market participants about CAT and understanding issues

[[Page 72030]]

related to the CAT discussed on the public record.\170\ By continuing 
to engage a public relations firm, CAT LLC will be better positioned to 
understand and address CAT issues to the benefit of all market 
participants.\171\ Moreover, CAT LLC determined that the budgeted rates 
charged for such services were in line with market rates.\172\ As noted 
above, the total budgeted public relations costs for the CAT Fee 2024-1 
Period represent a small percentage of Budgeted CAT Costs 2024-1--that 
is, approximately 0.03% of Budgeted CAT Costs 2024-1.
---------------------------------------------------------------------------

    \169\ Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
    \170\ See Section 3(a)(2)(C)(x) above.
    \171\ Id.
    \172\ Id.
---------------------------------------------------------------------------

(xi) Reserve
    In approving the CAT Funding Model, the SEC recognized that it is 
appropriate to recover budgeted reserve costs as a part of CAT 
Fees.\173\ CAT LLC determined that the inclusion of a reserve in the 
amount of 25% of Budgeted CAT Costs 2024-1 complies with the 
requirements of the CAT NMS Plan related to a reserve, is a reasonable 
amount and should be included as a part of Budgeted CAT Costs 2024-1.
---------------------------------------------------------------------------

    \173\ Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
---------------------------------------------------------------------------

    In its approval order for the CAT Funding Model, the Commission 
stated that it would be reasonable for the annual operating budget for 
the CAT to ``include a reserve of not more than 25% of the annual 
budget.'' \174\ In making this statement, the Commission noted the 
following:
---------------------------------------------------------------------------

    \174\ CAT Funding Model Approval Order at 62657.

    Because the CAT is a critical regulatory tool/system, the CAT 
needs to have a stable funding source to build financial stability 
to support the Company as a going concern. Funding for the CAT, as 
noted in Section 11.1(b), is the responsibility of the Participants 
and the industry. Because CAT fees are charged based on the budget, 
which is based on anticipated volume, it is reasonable to have a 
reserve on hand to prevent a shortfall in the event there is an 
unexpectedly high volume in a given year. A reserve would help to 
assure that the CAT has sufficient resources to cover costs should 
there be unanticipated costs or costs that are higher than 
expected.\175\
---------------------------------------------------------------------------

    \175\ Id.

    The SEC also recognized that that a reserve would help address the 
difficulty in predicting certain variable CAT costs, like trading 
volume.\176\ The SEC also recognized that CAT fees will be collected 
approximately three months after trading activity on which a CAT fee is 
based, or 25% of the year, and that the reserve would be available to 
address funding needs related to this three-month delay.\177\ The 
inclusion of the proposed reserve in Budgeted CAT Costs 2024-1 would 
provide each of these benefits to the CAT. The reserve is discussed 
further above.\178\
---------------------------------------------------------------------------

    \176\ Id.
    \177\ Id.
    \178\ See Section 3(a)(2)(C)(xi) above.
---------------------------------------------------------------------------

(B) Reconciliation of Budget to the Collected Fees
    The CAT NMS Plan also requires fee filings for Prospective CAT Fees 
to include ``a discussion of how the budget is reconciled to the 
collected fees.'' \179\ To date, CAT LLC has not collected any CAT 
fees. Accordingly, there are no collected fees to be reconciled with 
the budget.
---------------------------------------------------------------------------

    \179\ Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
---------------------------------------------------------------------------

(C) Total Executed Equivalent Share Volume for the Prior 12 Months
    The total executed equivalent share volume of transactions in 
Eligible Securities for the period from June 2023 through May 2024 was 
3,980,753,840,905.21 executed equivalent shares. CAT LLC determined the 
total executed equivalent share volume for the prior twelve months by 
counting executed equivalent shares in the same manner as it counts 
executed equivalent shares for CAT billing purposes.\180\
---------------------------------------------------------------------------

    \180\ See Section 3(a)(2)(D) above.
---------------------------------------------------------------------------

(D) Projected Executed Equivalent Share Volume for the CAT Fee 2024-1 
Period
    CAT LLC has determined to calculate the projected total executed 
equivalent share volume for the four months in which CAT Fee 2024-1 
Period would be payable by multiplying by 4/12ths (i.e., one-third) the 
executed equivalent share volume for the prior 12 months.\181\ CAT LLC 
determined that such an approach was reasonable as the CAT's annual 
executed equivalent share volume has remained relatively constant in 
recent years. For example, the executed equivalent share volume for 
2021 was 3,963,697,612,395 executed equivalent shares, the executed 
equivalent share volume for 2022 was 4,039,821,841,560.31 executed 
equivalent shares, and the executed equivalent share volume for 2023 
was 3,868,940,345,680.6. Accordingly, the projected total executed 
equivalent share volume for the four-month period for CAT Fee 2024-1 is 
1,326,917,946,968.403 executed equivalent shares.\182\
---------------------------------------------------------------------------

    \181\ Id.
    \182\ This projection was calculated by multiplying 
3,980,753,840,905.21 executed equivalent shares by 4/12ths.
---------------------------------------------------------------------------

(E) Actual Fee Rate for CAT Fee 2024-1
(i) Decimal Places
    As noted in the approval order for the CAT Funding Model, as a 
practical matter, the fee filing for a CAT Fee would provide the exact 
fee per executed equivalent share to be paid for each CAT Fee, by 
multiplying the Fee Rate by one-third and describing the relevant 
number of decimal places for the fee rate.\183\ Accordingly, proposed 
paragraph (a)(3)(B) of the fee schedule would set forth a fee rate of 
$0.000035 per executed equivalent share. This fee rate is calculated by 
multiplying Fee Rate 2024-1 by one-third and rounding the result to six 
decimal places. CAT LLC determined that the use of six decimal places 
is reasonable as it balances the accuracy of the calculation with the 
potential systems and other impracticalities of using additional 
decimal places in the calculation.\184\
---------------------------------------------------------------------------

    \183\ CAT Funding Model Approval Order at 62658, n.658.
    \184\ See Section 3(a)(4)(A) above.
---------------------------------------------------------------------------

(ii) Reasonable Fee Level
    The Exchange believes that imposing CAT Fee 2024-1 with a fee rate 
of $0.000035 per executed equivalent share is reasonable because it 
provides for a revenue stream for the Company that is aligned with 
Budgeted CAT Costs 2024-1 and such budgeted costs would be spread out 
over a four-month period. Moreover, the Exchange believes that the 
level of the fee rate is reasonable, as it is comparable to other 
transaction-based fees. Indeed, CAT Fee 2024-1 is significantly lower 
than fees assessed pursuant to Section 31 (e.g., $0.0009 per share to 
0.0004 per share),\185\ and, as a result, the magnitude of CAT Fee 
2024-1 is small, and therefore will mitigate any potential adverse 
economic effects or inefficiencies.\186\
---------------------------------------------------------------------------

    \185\ Id. at 62663, 62682. In explaining the comparison of 
Section 31 fees to CAT fees in the CAT Funding Model Approval Order, 
the SEC noted that ``Section 31 fees are expressed per dollar volume 
traded. Translating this to a per share range involves identifying 
reasonable high and low trade sizes. The lower end of this range 
comes from the 25th percentile in $ trade size of 1,200 and share 
trade size of 71 from the first quarter of 2021. The higher end of 
this range comes from the 75th percentile in $ trade size of 5,200 
and share trade size of 300 from the first quarter of 2021. Section 
31 fees have ranged from $5.10 per $Million to $23.10 per $Million 
from Oct. 1, 2016 to Mar. 1, 2023.'' Id. at 62682., n.1100. In 2024, 
Section 31 fees were raised further to $27.80 per million dollars.
    \186\ Id.
---------------------------------------------------------------------------

(3) CAT Fee 2024-1 Provides for an Equitable Allocation of Fees
    CAT Fee 2024-1 provides for an equitable allocation of fees, as it

[[Page 72031]]

equitably allocates CAT costs between and among the Participants and 
Industry Members. The SEC approved the CAT Funding Model, finding that 
each aspect of the CAT Funding Model satisfied the requirements of the 
Exchange Act, including the formula for calculating CAT Fees as well as 
the Industry Members to be charged the CAT Fees.\187\ In approving the 
CAT Funding Model, the SEC stated that ``[t]he Participants have 
sufficiently demonstrated that the proposed allocation of fees is 
reasonable.'' \188\ Accordingly, the CAT Funding Model sets forth the 
requirements for allocating fees related to Budgeted CAT Costs among 
Participants and Industry Members, and the fee filings for CAT Fees 
must comply with those requirements.
---------------------------------------------------------------------------

    \187\ See Section 11.3(b) of the CAT NMS Plan.
    \188\ CAT Funding Model Approval Order at 62629.
---------------------------------------------------------------------------

    CAT Fee 2024-1 provides for an equitable allocation of fees as it 
complies with the requirements regarding the calculation of CAT Fees as 
set forth in the CAT NMS Plan. For example, as described above, the 
calculation of CAT Fee 2024-1 complies with the formula set forth in 
Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2024-1 would 
be charged to CEBBs and CEBSs in accordance with Section 11.3(a) of the 
CAT NMS Plan. Furthermore, the Participants would be charged for their 
designated share of Budgeted CAT Costs 2024-1 through a fee implemented 
via the CAT NMS Plan, which would have the same fee rate as CAT Fee 
2024-1.
    In addition, as discussed above, each of the inputs into the 
calculation of CAT Fee 2024-1--Budgeted CAT Costs 2024-1, the count for 
the executed equivalent share volume for the prior 12 months, and the 
projected executed equivalent share volume for the CAT Fee 2024-1 
Period--are reasonable. Moreover, these inputs lead to a reasonable fee 
rate for CAT Fee 2024-1 that is lower than other fee rates for 
transaction-based fees. A reasonable fee rate allocated in accordance 
with the requirements of the CAT Funding Model provides for an 
equitable allocation of fees.
(4) CAT Fee 2024-1 Is Not Unfairly Discriminatory
    CAT Fee 2024-1 is not an unfairly discriminatory fee. The SEC 
approved the CAT Funding Model, finding that each aspect of the CAT 
Funding Model satisfied the requirements of the Exchange Act. In 
reaching this conclusion, the SEC analyzed the potential effect of CAT 
Fees calculated pursuant to the CAT Funding Model on affected 
categories of market participants, including Participants (including 
exchanges and FINRA), Industry Members (including subcategories of 
Industry Members, such as alternative trading systems, CAT Executing 
Brokers and market makers), and investors generally, and considered 
market effects related to equities and options, among other things. CAT 
Fee 2024-1 complies with the requirements regarding the calculation of 
CAT Fees as set forth in the CAT NMS Plan. In addition, as discussed 
above, each of the inputs into the calculation of CAT Fee 2024-1 and 
the resulting fee rate for CAT Fee 2024-1 is reasonable. Therefore, CAT 
Fee 2024-1 does not impose an unfairly discriminatory fee on Industry 
Members.
    The Exchange believes the proposed fees established pursuant to the 
CAT Funding Model promote just and equitable principles of trade, and, 
in general, protect investors and the public interest, and are provided 
in a transparent manner and with specificity in the fee schedule. The 
Exchange also believes that the proposed fees are reasonable because 
they would provide ease of calculation, ease of billing and other 
administrative functions, and predictability of a fee based on fixed 
rate per executed equivalent share. Such factors are crucial to 
estimating a reliable revenue stream for CAT LLC and for permitting 
Exchange members to reasonably predict their payment obligations for 
budgeting purposes.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 6(b)(8) of the Act \189\ requires that the Exchange's rules 
not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purpose of the Exchange Act. The 
Exchange does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange notes that CAT Fee 
2024-1 implements provisions of the CAT NMS Plan that were approved by 
the Commission and is designed to assist the Exchange in meeting its 
regulatory obligations pursuant to the Plan.
---------------------------------------------------------------------------

    \189\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    In addition, all Participants (including exchanges and FINRA) are 
proposing to introduce CAT Fee 2024-1 on behalf of CAT LLC to implement 
the requirements of the CAT NMS Plan. Therefore, this is not a 
competitive fee filing, and, therefore, it does not raise competition 
issues between and among the Participants.
    Furthermore, in approving the CAT Funding Model, the SEC analyzed 
the potential competitive impact of the CAT Funding Model, including 
competitive issues related to market services, trading services and 
regulatory services, efficiency concerns, and capital formation.\190\ 
The SEC also analyzed the potential effect of CAT fees calculated 
pursuant to the CAT Funding Model on affected categories of market 
participants, including Participants (including exchanges and FINRA), 
Industry Members (including subcategories of Industry Members, such as 
alternative trading systems, CAT Executing Brokers and market makers), 
and investors generally, and considered market effects related to 
equities and options, among other things. Based on this analysis, the 
SEC approved the CAT Funding Model as compliant with the Exchange Act. 
CAT Fee 2024-1 is calculated and implemented in accordance with the CAT 
Funding Model as approved by the SEC.
---------------------------------------------------------------------------

    \190\ CAT Funding Model Approval Order at 62676-86.
---------------------------------------------------------------------------

    As discussed above, each of the inputs into the calculation of CAT 
Fee 2024-1 is reasonable and the resulting fee rate for CAT Fee 2024-1 
calculated in accordance with the CAT Funding Model is reasonable. 
Therefore, CAT Fee 2024-1 would not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purpose of 
the Exchange Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Exchange Act \191\ and Rule 19b-4(f)(2) 
thereunder,\192\ because it establishes or changes a due, or fee.
---------------------------------------------------------------------------

    \191\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \192\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend the rule 
change if it appears to the Commission that the action is necessary or 
appropriate in the public interest, for the protection of investors, or 
would otherwise further the purposes of the Act. If the

[[Page 72032]]

Commission takes such action, the Commission shall institute 
proceedings to determine whether the proposed rule should be approved 
or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. 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 SR-GEMX-2024-29 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 SR-GEMX-2024-29. 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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. 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 SR-GEMX-2024-29 and should be 
submitted on or before September 25, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\193\
---------------------------------------------------------------------------

    \193\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-19774 Filed 9-3-24; 8:45 am]
BILLING CODE 8011-01-P