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    <VOL>90</VOL>
    <NO>129</NO>
    <DATE>Wednesday, July 9, 2025</DATE>
    <UNITNAME>Contents</UNITNAME>
    <CNTNTS>
        <AGCY>
            <EAR>
                AIRFORCE
                <PRTPAGE P="iii"/>
            </EAR>
            <HD>Air Force Department</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Environmental Assessments; Availability, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Proposed Rocket Cargo Vanguard Program at Johnston Atoll, </SJDOC>
                    <PGS>30219</PGS>
                    <FRDOCBP>2025-12708</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Centers Medicare</EAR>
            <HD>Centers for Medicare &amp; Medicaid Services</HD>
            <CAT>
                <HD>PROPOSED RULES</HD>
                <SJ>Medicare and Medicaid Programs:</SJ>
                <SJDENT>
                    <SJDOC>Calendar Year 2026 Home Health Prospective Payment System Rate Update; Requirements for the HH Quality Reporting Program and the HH Value-Based Purchasing Expanded Model; Durable Medical Equipment, Prosthetics, Orthotics, and Supplies Competitive Bidding Program Updates; DMEPOS Accreditation Requirements; Provider Enrollment; and Other Medicare and Medicaid Policies, </SJDOC>
                    <PGS>30217</PGS>
                    <FRDOCBP>C1-2025-12347</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Children</EAR>
            <HD>Children and Families Administration</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Agency Information Collection Activities; Proposals, Submissions, and Approvals:</SJ>
                <SJDENT>
                    <SJDOC>Head Start Program Information Report, </SJDOC>
                    <PGS>30231-30232</PGS>
                    <FRDOCBP>2025-12659</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>National Directory of New Hires, </SJDOC>
                    <PGS>30233-30234</PGS>
                    <FRDOCBP>2025-12658</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Plan for Foster Care and Adoption Assistance—Title IV-E, </SJDOC>
                    <PGS>30232-30233</PGS>
                    <FRDOCBP>2025-12660</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Civil Rights</EAR>
            <HD>Civil Rights Commission</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Hearings, Meetings, Proceedings, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Indiana Advisory Committee, </SJDOC>
                    <PGS>30218</PGS>
                    <FRDOCBP>2025-12771</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Oregon Advisory Committee; Cancellation, </SJDOC>
                    <PGS>30218</PGS>
                    <FRDOCBP>2025-12751</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Texas Advisory Committee, </SJDOC>
                    <PGS>30218-30219</PGS>
                    <FRDOCBP>2025-12750</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Coast Guard</EAR>
            <HD>Coast Guard</HD>
            <CAT>
                <HD>RULES</HD>
                <SJ>Safety Zones:</SJ>
                <SJDENT>
                    <SJDOC>Delaware River Dredging, Marcus Hook, PA, </SJDOC>
                    <PGS>30208-30211</PGS>
                    <FRDOCBP>2025-12765</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Commerce</EAR>
            <HD>Commerce Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>National Oceanic and Atmospheric Administration</P>
            </SEE>
        </AGCY>
        <AGCY>
            <EAR>Defense Department</EAR>
            <HD>Defense Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Air Force Department</P>
            </SEE>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>Modernizing Defense Acquisitions and Spurring Innovation in the Defense Industrial Base, </DOC>
                    <PGS>30219-30220</PGS>
                    <FRDOCBP>2025-12756</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Drug</EAR>
            <HD>Drug Enforcement Administration</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Decision and Order:</SJ>
                <SJDENT>
                    <SJDOC>Andrew Jones, MD, </SJDOC>
                    <PGS>30265-30266</PGS>
                    <FRDOCBP>2025-12702</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Hayriye Gok, MD, </SJDOC>
                    <PGS>30266-30267</PGS>
                    <FRDOCBP>2025-12703</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>John Hanley, PA, </SJDOC>
                    <PGS>30264-30265</PGS>
                    <FRDOCBP>2025-12701</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Energy Department</EAR>
            <HD>Energy Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Federal Energy Regulatory Commission</P>
            </SEE>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Importation or Exportation of Liquified Natural Gas or Electric Energy; Applications, Authorizations, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Freeport LNG Expansion, LP and FLNG Liquefaction 4, LLC, </SJDOC>
                    <PGS>30222-30223</PGS>
                    <FRDOCBP>2025-12764</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Mexico Pacific Ltd. LLC, </SJDOC>
                    <PGS>30223-30225</PGS>
                    <FRDOCBP>2025-12763</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Sabine Pass Liquefaction, LLC and Sabine Pass Liquefaction Stage V, LLC, </SJDOC>
                    <PGS>30221-30222</PGS>
                    <FRDOCBP>2025-12762</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Environmental Protection</EAR>
            <HD>Environmental Protection Agency</HD>
            <CAT>
                <HD>RULES</HD>
                <DOCENT>
                    <DOC>Reconsideration of the Dust-Lead Hazard Standards and Dust-Lead Post-Abatement Clearance Levels; Correction, </DOC>
                    <PGS>30211-30213</PGS>
                    <FRDOCBP>2025-12726</FRDOCBP>
                </DOCENT>
            </CAT>
            <CAT>
                <HD>PROPOSED RULES</HD>
                <SJ>Significant New Uses:</SJ>
                <SJDENT>
                    <SJDOC>Certain Chemical Substances (23-2.5e); Withdrawal, </SJDOC>
                    <PGS>30216</PGS>
                    <FRDOCBP>2025-12704</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Aviation</EAR>
            <HD>Federal Aviation Administration</HD>
            <CAT>
                <HD>RULES</HD>
                <SJ>Airspace Designations and Reporting Points:</SJ>
                <SJDENT>
                    <SJDOC>Ekalaka Airport, Ekalaka, MT, </SJDOC>
                    <PGS>30204-30205</PGS>
                    <FRDOCBP>2025-12723</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Communications</EAR>
            <HD>Federal Communications Commission</HD>
            <CAT>
                <HD>RULES</HD>
                <DOCENT>
                    <DOC>Connect America Fund et al., </DOC>
                    <PGS>30213-30215</PGS>
                    <FRDOCBP>2025-12696</FRDOCBP>
                </DOCENT>
            </CAT>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>Agency Information Collection Activities; Proposals, Submissions, and Approvals, </DOC>
                    <PGS>30230-30231</PGS>
                    <FRDOCBP>2025-12700</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Emergency</EAR>
            <HD>Federal Emergency Management Agency</HD>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>Flood Hazard Determinations, </DOC>
                    <PGS>30234-30259</PGS>
                    <FRDOCBP>2025-12732</FRDOCBP>
                      
                    <FRDOCBP>2025-12733</FRDOCBP>
                      
                    <FRDOCBP>2025-12734</FRDOCBP>
                      
                    <FRDOCBP>2025-12735</FRDOCBP>
                      
                    <FRDOCBP>2025-12736</FRDOCBP>
                      
                    <FRDOCBP>2025-12737</FRDOCBP>
                      
                    <FRDOCBP>2025-12738</FRDOCBP>
                      
                    <FRDOCBP>2025-12739</FRDOCBP>
                      
                    <FRDOCBP>2025-12740</FRDOCBP>
                      
                    <FRDOCBP>2025-12741</FRDOCBP>
                      
                    <FRDOCBP>2025-12742</FRDOCBP>
                      
                    <FRDOCBP>2025-12743</FRDOCBP>
                      
                    <FRDOCBP>2025-12744</FRDOCBP>
                      
                    <FRDOCBP>2025-12745</FRDOCBP>
                      
                    <FRDOCBP>2025-12746</FRDOCBP>
                      
                    <FRDOCBP>2025-12747</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Energy</EAR>
            <HD>Federal Energy Regulatory Commission</HD>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>Adoption of Categorical Exclusions under the National Environmental Policy Act, </DOC>
                    <PGS>30230</PGS>
                    <FRDOCBP>2025-12754</FRDOCBP>
                </DOCENT>
                <SJ>Application:</SJ>
                <SJDENT>
                    <SJDOC>Ohio Power and Light, LLC, </SJDOC>
                    <PGS>30226-30227</PGS>
                    <FRDOCBP>2025-12757</FRDOCBP>
                </SJDENT>
                <DOCENT>
                    <DOC>Combined Filings, </DOC>
                    <PGS>30227-30230</PGS>
                    <FRDOCBP>2025-12753</FRDOCBP>
                      
                    <FRDOCBP>2025-12755</FRDOCBP>
                      
                    <FRDOCBP>2025-12758</FRDOCBP>
                </DOCENT>
                <SJ>Environmental Assessments; Availability, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Mountain Valley Pipeline, LLC, Proposed Mountain Valley Pipeline Southgate Amendment Project, </SJDOC>
                    <PGS>30225-30226</PGS>
                    <FRDOCBP>2025-12759</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Maritime</EAR>
            <HD>Federal Maritime Commission</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Complaint:</SJ>
                <SJDENT>
                    <SJDOC>American Iron and Metal Co. Inc., Complainant v. Priva Logistics Inc., Respondent, </SJDOC>
                    <PGS>30231</PGS>
                    <FRDOCBP>2025-12722</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Motor</EAR>
            <HD>Federal Motor Carrier Safety Administration</HD>
            <CAT>
                <HD>PROPOSED RULES</HD>
                <SJ>Parts and Accessories Necessary for Safe Operation:</SJ>
                <SJDENT>
                    <SJDOC>Liquid-Burning Flares; Correction, </SJDOC>
                    <PGS>30217</PGS>
                    <FRDOCBP>2025-12721</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Reserve</EAR>
            <HD>Federal Reserve System</HD>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>Formations of, Acquisitions by, and Mergers of Bank Holding Companies, </DOC>
                    <PGS>30231</PGS>
                    <FRDOCBP>2025-12773</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Federal Retirement</EAR>
            <HD>Federal Retirement Thrift Investment Board</HD>
            <CAT>
                <HD>RULES</HD>
                <DOCENT>
                    <DOC>Procedures for Applying Payments to Principal and Interest upon Loan Reamortization, </DOC>
                    <PGS>30203-30204</PGS>
                    <FRDOCBP>2025-12698</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>
                Food and Drug
                <PRTPAGE P="iv"/>
            </EAR>
            <HD>Food and Drug Administration</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Agency Information Collection Activities; Proposals, Submissions, and Approvals:</SJ>
                <SJDENT>
                    <SJDOC>Meetings with Industry and Investigators on the Research and Development of Tobacco Products, </SJDOC>
                    <PGS>30234</PGS>
                    <FRDOCBP>C1-2025-11948</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Foreign Assets</EAR>
            <HD>Foreign Assets Control Office</HD>
            <CAT>
                <HD>RULES</HD>
                <DOCENT>
                    <DOC>Publication of Global Terrorism Sanctions Regulations and Foreign Terrorist Organizations Sanctions Regulations Web General Licenses 22A, 23A, 24A, 25A, 26A, and 28A, </DOC>
                    <PGS>30205-30208</PGS>
                    <FRDOCBP>2025-12760</FRDOCBP>
                </DOCENT>
            </CAT>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>Sanctions Action, </DOC>
                    <PGS>30545-30552</PGS>
                    <FRDOCBP>2025-12724</FRDOCBP>
                      
                    <FRDOCBP>2025-12768</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Health and Human</EAR>
            <HD>Health and Human Services Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Centers for Medicare &amp; Medicaid Services</P>
            </SEE>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Children and Families Administration</P>
            </SEE>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Food and Drug Administration</P>
            </SEE>
        </AGCY>
        <AGCY>
            <EAR>Homeland</EAR>
            <HD>Homeland Security Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Coast Guard</P>
            </SEE>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Federal Emergency Management Agency</P>
            </SEE>
        </AGCY>
        <AGCY>
            <EAR>Interior</EAR>
            <HD>Interior Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>National Park Service</P>
            </SEE>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Hearings, Meetings, Proceedings, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Invasive Species Advisory Committee, </SJDOC>
                    <PGS>30259-30260</PGS>
                    <FRDOCBP>2025-12725</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>International Trade Com</EAR>
            <HD>International Trade Commission</HD>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>Complaint, </DOC>
                    <PGS>30262-30264</PGS>
                    <FRDOCBP>2025-12761</FRDOCBP>
                </DOCENT>
                <SJ>Investigations; Determinations, Modifications, and Rulings, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Hardwood and Decorative Plywood from China, Indonesia, and Vietnam, </SJDOC>
                    <PGS>30262</PGS>
                    <FRDOCBP>2025-12772</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Justice Department</EAR>
            <HD>Justice Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Drug Enforcement Administration</P>
            </SEE>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Proposed Consent Decree:</SJ>
                <SJDENT>
                    <SJDOC>Clean Air Act, </SJDOC>
                    <PGS>30267-30268</PGS>
                    <FRDOCBP>2025-12770</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Labor Department</EAR>
            <HD>Labor Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Occupational Safety and Health Administration</P>
            </SEE>
        </AGCY>
        <AGCY>
            <EAR>National Endowment for the Humanities</EAR>
            <HD>National Endowment for the Humanities</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Hearings, Meetings, Proceedings, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Humanities Panel, </SJDOC>
                    <PGS>30272-30273</PGS>
                    <FRDOCBP>2025-12728</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>National Foundation</EAR>
            <HD>National Foundation on the Arts and the Humanities</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>National Endowment for the Humanities</P>
            </SEE>
        </AGCY>
        <AGCY>
            <EAR>National Oceanic</EAR>
            <HD>National Oceanic and Atmospheric Administration</HD>
            <CAT>
                <HD>RULES</HD>
                <SJ>Taking or Importing of Marine Mammals:</SJ>
                <SJDENT>
                    <SJDOC>Rocky Intertidal Monitoring Surveys along the Oregon and California Coasts, </SJDOC>
                    <PGS>30215</PGS>
                    <FRDOCBP>C1-2025-11748</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>National Park</EAR>
            <HD>National Park Service</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Agency Information Collection Activities; Proposals, Submissions, and Approvals:</SJ>
                <SJDENT>
                    <SJDOC>Application for the Lower Mississippi Delta Initiative, </SJDOC>
                    <PGS>30261-30262</PGS>
                    <FRDOCBP>2025-12749</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Education Reservation Request Form, </SJDOC>
                    <PGS>30260-30261</PGS>
                    <FRDOCBP>2025-12748</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Occupational Safety Health Adm</EAR>
            <HD>Occupational Safety and Health Administration</HD>
            <CAT>
                <HD>RULES</HD>
                <SJ>Construction Standards:</SJ>
                <SJDENT>
                    <SJDOC>Advisory Committee on Construction Safety and Health; Correction, </SJDOC>
                    <PGS>30205</PGS>
                    <FRDOCBP>2025-12776</FRDOCBP>
                </SJDENT>
            </CAT>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Agency Information Collection Activities; Proposals, Submissions, and Approvals:</SJ>
                <SJDENT>
                    <SJDOC>Hexavalent Chromium Standards for General Industry, Shipyard Employment, and Construction, </SJDOC>
                    <PGS>30268-30269</PGS>
                    <FRDOCBP>2025-12777</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Walking-Working Surfaces Standard, </SJDOC>
                    <PGS>30271-30272</PGS>
                    <FRDOCBP>2025-12779</FRDOCBP>
                </SJDENT>
                <SJ>Nationally Recognized Testing Laboratories:</SJ>
                <SJDENT>
                    <SJDOC>TUV SUD America, Inc.; Application for Expansion of Recognition, </SJDOC>
                    <PGS>30269-30271</PGS>
                    <FRDOCBP>2025-12778</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Postal Regulatory</EAR>
            <HD>Postal Regulatory Commission</HD>
            <CAT>
                <HD>NOTICES</HD>
                <DOCENT>
                    <DOC>New Postal Products, </DOC>
                    <PGS>30273</PGS>
                    <FRDOCBP>2025-12766</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Presidential Documents</EAR>
            <HD>Presidential Documents</HD>
            <CAT>
                <HD>EXECUTIVE ORDERS</HD>
                <DOCENT>
                    <DOC>National Parks; Improvement Efforts (EO 14314), </DOC>
                    <PGS>30201-30202</PGS>
                    <FRDOCBP>2025-12775</FRDOCBP>
                </DOCENT>
                <DOCENT>
                    <DOC>President's Make America Beautiful Again Commission; Establishment (EO 14313), </DOC>
                    <PGS>30197-30199</PGS>
                    <FRDOCBP>2025-12774</FRDOCBP>
                </DOCENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Securities</EAR>
            <HD>Securities and Exchange Commission</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Self-Regulatory Organizations; Proposed Rule Changes:</SJ>
                <SJDENT>
                    <SJDOC>BOX Exchange LLC, </SJDOC>
                    <PGS>30298-30322</PGS>
                    <FRDOCBP>2025-12710</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Cboe BYX Exchange, Inc., </SJDOC>
                    <PGS>30394-30418</PGS>
                    <FRDOCBP>2025-12715</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Cboe BZX Exchange, Inc., </SJDOC>
                    <PGS>30514-30538</PGS>
                    <FRDOCBP>2025-12707</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Cboe C2 Exchange, Inc., </SJDOC>
                    <PGS>30442-30466</PGS>
                    <FRDOCBP>2025-12718</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Cboe EDGA Exchange, Inc., </SJDOC>
                    <PGS>30346-30370</PGS>
                    <FRDOCBP>2025-12717</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Cboe EDGX Exchange, Inc., </SJDOC>
                    <PGS>30322-30346</PGS>
                    <FRDOCBP>2025-12714</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Cboe Exchange, Inc., </SJDOC>
                    <PGS>30370-30394</PGS>
                    <FRDOCBP>2025-12711</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Long-Term Stock Exchange, Inc., </SJDOC>
                    <PGS>30490-30514</PGS>
                    <FRDOCBP>2025-12713</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Miami International Securities Exchange, LLC, </SJDOC>
                    <PGS>30466-30490</PGS>
                    <FRDOCBP>2025-12709</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>National Securities Clearing Corp., </SJDOC>
                    <PGS>30538-30542</PGS>
                    <FRDOCBP>2025-12716</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>New York Stock Exchange LLC, </SJDOC>
                    <PGS>30274-30298</PGS>
                    <FRDOCBP>2025-12719</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>The Nasdaq Stock Market LLC, </SJDOC>
                    <PGS>30418-30442</PGS>
                    <FRDOCBP>2025-12712</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Small Business</EAR>
            <HD>Small Business Administration</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Disaster Declaration:</SJ>
                <SJDENT>
                    <SJDOC>Texas, </SJDOC>
                    <PGS>30542</PGS>
                    <FRDOCBP>2025-12730</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Texas; Public Assistance Only, </SJDOC>
                    <PGS>30542</PGS>
                    <FRDOCBP>2025-12769</FRDOCBP>
                </SJDENT>
                <SJ>Licenses; Exemptions, Applications, Amendments, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Small Business Investment Company, </SJDOC>
                    <PGS>30542-30543</PGS>
                    <FRDOCBP>2025-12727</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>State Department</EAR>
            <HD>State Department</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Agency Information Collection Activities; Proposals, Submissions, and Approvals:</SJ>
                <SJDENT>
                    <SJDOC>Application for Immigrant Visa and Alien Registration, </SJDOC>
                    <PGS>30543</PGS>
                    <FRDOCBP>2025-12729</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>Surface Transportation</EAR>
            <HD>Surface Transportation Board</HD>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Requests for Nominations:</SJ>
                <SJDENT>
                    <SJDOC>Rail Energy Transportation Advisory Committee, </SJDOC>
                    <PGS>30543-30544</PGS>
                    <FRDOCBP>2025-12706</FRDOCBP>
                </SJDENT>
                <SJDENT>
                    <SJDOC>Railroad-Shipper Transportation Advisory Council, </SJDOC>
                    <PGS>30544-30545</PGS>
                    <FRDOCBP>2025-12705</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AGCY>
            <EAR>
                Transportation Department
                <PRTPAGE P="v"/>
            </EAR>
            <HD>Transportation Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Federal Aviation Administration</P>
            </SEE>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Federal Motor Carrier Safety Administration</P>
            </SEE>
        </AGCY>
        <AGCY>
            <EAR>Treasury</EAR>
            <HD>Treasury Department</HD>
            <SEE>
                <HD SOURCE="HED">See</HD>
                <P>Foreign Assets Control Office</P>
            </SEE>
            <CAT>
                <HD>NOTICES</HD>
                <SJ>Hearings, Meetings, Proceedings, etc.:</SJ>
                <SJDENT>
                    <SJDOC>Debt Management Advisory Committee, </SJDOC>
                    <PGS>30552-30553</PGS>
                    <FRDOCBP>2025-12752</FRDOCBP>
                </SJDENT>
            </CAT>
        </AGCY>
        <AIDS>
            <HD SOURCE="HED">Reader Aids</HD>
            <P>Consult the Reader Aids section at the end of this issue for phone numbers, online resources, finding aids, and notice of recently enacted public laws.</P>
            <P>To subscribe to the Federal Register Table of Contents electronic mailing list, go to https://public.govdelivery.com/accounts/USGPOOFR/subscriber/new, enter your e-mail address, then follow the instructions to join, leave, or manage your subscription.</P>
        </AIDS>
    </CNTNTS>
    <VOL>90</VOL>
    <NO>129</NO>
    <DATE>Wednesday, July 9, 2025</DATE>
    <UNITNAME>Rules and Regulations</UNITNAME>
    <RULES>
        <RULE>
            <PREAMB>
                <PRTPAGE P="30203"/>
                <AGENCY TYPE="F">FEDERAL RETIREMENT THRIFT INVESTMENT BOARD</AGENCY>
                <CFR>5 CFR Part 1655</CFR>
                <SUBJECT>Procedures for Applying Payments to Principal and Interest Upon Loan Reamortization</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Retirement Thrift Investment Board.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Final rule.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Federal Retirement Thrift Investment Board (FRTIB) is amending a regulation to require the Thrift Savings Plan (TSP) record keeper to combine the accrued interest with the outstanding principal when reamortizing a loan.</P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The effective date is July 9, 2025.</P>
                </EFFDATE>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        <E T="03">For press inquiries:</E>
                         James Kaplan at (202) 465-5220. 
                        <E T="03">For other inquiries:</E>
                         Jessica Bradford at (202) 942-1600.
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The FRTIB administers the TSP, which was established by the Federal Employees' Retirement System Act of 1986 (FERSA), Public Law 99-335, 100 Stat. 514. The TSP is a retirement savings plan for Federal civilian employees and members of the uniformed services. It is similar to cash or deferred arrangements established for private-sector employees under section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k)). The provisions of FERSA that govern the TSP are codified, as amended, largely at 5 U.S.C. 8351 and 8401-80.</P>
                <HD SOURCE="HD1">I. Background</HD>
                <P>FERSA permits participants to borrow from their TSP accounts if they meet certain conditions. Two types of loans are available to TSP participants: general purpose and primary residence loans, the maximum repayment periods of which are five and 15 years, respectively.</P>
                <P>
                    Prior to the TSP's transition to a new record keeper in 2022, participants could voluntarily reamortize their loans at any time and for any reason under 5 CFR 1655.16. On March 1, 2022, the FRTIB proposed to amend the rule to permit loan reamortization only if a participant's pay cycle changed (
                    <E T="03">i.e.,</E>
                     a participant goes from a biweekly to a monthly pay cycle). No public comments were received on the proposed change, and the FRTIB finalized the rule on May 24, 2022 (87 FR 31674). In addition, under 5 CFR 1620.45, participant loans can be reamortized if a participant enters nonpay status.
                </P>
                <HD SOURCE="HD1">II. Proposed Rule</HD>
                <P>
                    On April 18, 2025, the FRTIB published a proposed rule with request for public comments in the 
                    <E T="04">Federal Register</E>
                     (90 FR 16469, April 18, 2025). Section 1655.16 of the Code of Federal Regulations defines certain required procedures to reamortize a TSP loan. Previously, under section 1655.16(b), the outstanding principal balance of a participant's loan remained the same upon reamortization, and any accrued interest would be paid first before payments were applied to principal and current interest.
                </P>
                <P>The FRTIB proposed to require the TSP record keeper to combine the accrued interest with the outstanding principal when reamortizing a loan. Combining the accrued interest with the outstanding principal would align the TSP's procedures with the TSP record keeper's procedures for processing reamortized loan repayments. The difference between the legacy and proposed methods results in a negligible increase of the total cost of the loan. This change impacts approximately one percent of all TSP participant loans.</P>
                <HD SOURCE="HD1">III. Response to Public Comments</HD>
                <P>We received six comments, all of which opposed the proposal. Several commenters expressed concern that the TSP record keeper would financially benefit from the change at the cost of TSP participants. One commenter expressed concern that the compounding of interest would result in significantly increased long-term costs for participants and a diminishment of the value of their retirement. We believe we can alleviate these concerns with clarification about the nature of TSP loans.</P>
                <P>While the interest paid on the loan will increase due to the compounding of interest, 100 percent of a participant's repayment, which includes both the principal and interest, is paid to his or her TSP account. Also, participants pay no additional loan fees for a reamortization. The TSP record keeper is paid no interest and receives no monetary benefit from a loan reamortization.</P>
                <P>Another commenter expressed concern that a participant loan with a low interest rate could be reamortized at a higher interest rate. Pursuant to regulation section 1655.16(c), the interest rate on the reamortized loan does not change from the original terms of the loan. This amendment does not change that.</P>
                <P>A commenter also expressed the view that participants who reamortize under this regulation are doing so because they have encountered financial hardship, and that combining the outstanding principal with the accrued interest would increase the amount of their loan repayment at a time of a participant's financial vulnerability. Implied in this view is that participants can voluntarily reamortize at any time, for any reason, and would only do so because they are in financial straits. However, participants cannot reamortize at any time. Rather, they can only reamortize after one of two triggers has occurred: their pay cycle changed, or they entered nonpay status. This rule does not change that.</P>
                <P>Another commenter requested the TSP to revert to pre-transition rules that would permit voluntary reamortization of TSP loans at any time for any reason. This is beyond the scope of this regulation. As explained, a rule was proposed in 2022 to permit reamortization only in certain circumstances. The FRTIB received no comments in response to the proposed change and finalized the regulation in May 2022. That change became effective on June 1, 2022.</P>
                <P>For the reasons described above, the FRTIB is adopting the proposed rule as final, without any substantive changes. Although the comments received did not cause us to make changes to the proposed rule, we carefully considered all comments received and appreciated the opportunity to understand participants' concerns.</P>
                <HD SOURCE="HD1">Regulatory Flexibility Act</HD>
                <P>
                    This final regulation will not have a significant economic impact on a substantial number of small entities. This regulation will affect Federal 
                    <PRTPAGE P="30204"/>
                    employees and members of the uniformed services who participate in the TSP and who take out a loan from their TSP account and later have their loan reamortized. The change impacts approximately one percent of all participant loans in the TSP.
                </P>
                <HD SOURCE="HD1">Paperwork Reduction Act</HD>
                <P>This final regulation does not require additional reporting under the criteria of the Paperwork Reduction Act.</P>
                <HD SOURCE="HD1">Submission to Congress and the General Accountability Office</HD>
                <P>
                    Pursuant to 5 U.S.C. 801(a)(1)(A), the FRTIB submitted a report containing this rule and other required information to the U.S. Senate, the U.S. House of Representatives, and the Government Accountability Office before its publication in the 
                    <E T="04">Federal Register</E>
                    . This rule is not a major rule as defined at 5 U.S.C. 804(2).
                </P>
                <HD SOURCE="HD1">Unfunded Mandates Reform Act of 1995</HD>
                <P>Pursuant to the Unfunded Mandates Reform Act of 1995, 2 U.S.C. 602, 632, 653, and 1501-1571, the effects of this regulation on State, local, and Tribal governments and the private sector have been assessed. This regulation will not compel the expenditure in any one year of $100 million or more by State, local, and Tribal governments, in the aggregate, or by the private sector. Therefore, a statement under 2 U.S.C. 1532 is not required.</P>
                <LSTSUB>
                    <HD SOURCE="HED">List of Subjects in 5 CFR Part 1655</HD>
                    <P>Government employees, Loan programs, Pensions, Retirement.</P>
                </LSTSUB>
                <SIG>
                    <NAME>Ravindra Deo,</NAME>
                    <TITLE>Executive Director, Federal Retirement Thrift Investment Board.</TITLE>
                </SIG>
                <P>For the reasons stated in the preamble, the FRTIB amends 5 CFR part 1655 as follows:</P>
                <PART>
                    <HD SOURCE="HED">PART 1655—LOAN PROGRAM</HD>
                </PART>
                <REGTEXT TITLE="5" PART="1655">
                    <AMDPAR>1. The authority citation for part 1655 continues to read as follows:</AMDPAR>
                    <AUTH>
                        <HD SOURCE="HED">Authority:</HD>
                        <P> 5 U.S.C. 8432d, 8433(g), 8439(a)(3) and 8474.</P>
                    </AUTH>
                </REGTEXT>
                <REGTEXT TITLE="5" PART="1655">
                    <AMDPAR>2. Amend § 1655.16 by revising paragraph (b) to read as follows:</AMDPAR>
                    <SECTION>
                        <SECTNO>§ 1655.16</SECTNO>
                        <SUBJECT> Reamortization.</SUBJECT>
                        <STARS/>
                        <P>(b) Upon reamortization, the new principal balance of the loan will equal the outstanding principal on the date of reamortization, plus any accrued interest.</P>
                        <STARS/>
                    </SECTION>
                </REGTEXT>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12698 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6760-01-P</BILCOD>
        </RULE>
        <RULE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF TRANSPORTATION</AGENCY>
                <SUBAGY>Federal Aviation Administration</SUBAGY>
                <CFR>14 CFR Part 71</CFR>
                <DEPDOC>[Docket No. FAA-2025-0099; Airspace Docket No. 24-ANM-124]</DEPDOC>
                <RIN>RIN 2120-AA66</RIN>
                <SUBJECT>Establishment of Class E Airspace; Ekalaka Airport, Ekalaka, MT</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Aviation Administration (FAA), DOT.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Final rule.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>This action establishes Class E airspace extending upward from 700 feet above the surface of the earth at Ekalaka Airport, Ekalaka, MT. This action supports the safety and management of instrument flight rules (IFR) operations at the airport.</P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Effective date 0901 UTC, October 2, 2025. The Director of the Federal Register approves this incorporation by reference action under 1 CFR part 51, subject to the annual revision of FAA Order JO 7400.11 and publication of conforming amendments.</P>
                </EFFDATE>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        A copy of the notice of proposed rulemaking (NPRM), all comments received, this final rule, and all background material may be viewed online at 
                        <E T="03">www.regulations.gov</E>
                         using the FAA Docket number. Electronic retrieval help and guidelines are available on the website. It is available 24 hours each day, 365 days each year. An electronic copy of this document may also be downloaded from the Office of the Federal Register's website at 
                        <E T="03">www.federalregister.gov.</E>
                    </P>
                    <P>
                        FAA Order JO 7400.11J, Airspace Designations and Reporting Points, and subsequent amendments can be viewed online at 
                        <E T="03">www.faa.gov/air_traffic/publications/.</E>
                         You may also contact the Rules and Regulations Group, Policy Directorate, Federal Aviation Administration, 600 Independence Avenue SW, Washington, DC 20597; telephone: (202) 267-8783.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Nathan A. Chaffman, Federal Aviation Administration, Western Service Center, Operations Support Group, 2200 S 216th Street, Des Moines, WA 98198; telephone (206) 231-3460.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">Authority for This Rulemaking</HD>
                <P>The FAA's authority to issue rules regarding aviation safety is found in Title 49 of the United States Code. Subtitle I, Section 106, describes the authority of the FAA Administrator. Subtitle VII, Aviation Programs, describes in more detail the scope of the agency's authority. This rulemaking is promulgated under the authority described in Subtitle VII, Part A, Subpart I, Section 40103. Under that section, the FAA is charged with prescribing regulations to assign the use of the airspace necessary to ensure the safety of aircraft and the efficient use of airspace. This regulation is within the scope of that authority as it establishes Class E airspace to support IFR operations at Ekalaka Airport, Ekalaka, MT.</P>
                <HD SOURCE="HD1">History</HD>
                <P>
                    The FAA published an NPRM for Docket No. FAA-2025-0099 in the 
                    <E T="04">Federal Register</E>
                     (90 FR 20138; May 12, 2025), proposing to establish Class E airspace at Ekalaka Airport, Ekalaka, MT. Interested parties were invited to participate in this rulemaking effort by submitting written comments on the proposal to the FAA. One comment was received that provided a non-substantive remark.
                </P>
                <HD SOURCE="HD1">Incorporation by Reference</HD>
                <P>
                    Class E5 airspace areas are published in paragraph 6005 of FAA Order JO 7400.11, Airspace Designations and Reporting Points, which is incorporated by reference in 14 CFR 71.1 on an annual basis. This document amends the current version of that order, FAA Order JO 7400.11J, dated July 31, 2024, and effective September 15, 2024. These amendments will be published in the next update to FAA Order JO 7400.11. FAA Order JO 7400.11J, which lists Class A, B, C, D, and E airspace areas, air traffic service routes, and reporting points, is publicly available as listed in the 
                    <E T="02">ADDRESSES</E>
                     section of this document.
                </P>
                <HD SOURCE="HD1">The Rule</HD>
                <P>The FAA is amending 14 CFR part 71 by establishing Class E airspace extending upward from 700 feet above the surface at Ekalaka Airport, Ekalaka, MT.</P>
                <P>
                    Class E airspace extending upward from 700 feet is established within a 3-mile radius of the airport with extensions to the southeast and northwest. The configuration will provide sufficient containment to the southeast for arriving IFR operations on the Global Positioning System (GPS) Runway (RWY) 31 approach below 1,500 feet above the surface and 
                    <PRTPAGE P="30205"/>
                    departing IFR operations on the RWY 13 obstacle departure procedure (ODP) until reaching 1,200 feet above the surface. Additional containment is added to the northwest to accommodate arriving IFR operations on the GPS RWY 13 approach below 1,500 feet above the surface and departing IFR operations on the RWY 31 ODP until reaching 1,200 feet above the surface.
                </P>
                <HD SOURCE="HD1">Regulatory Notices and Analyses</HD>
                <P>The FAA has determined that this regulation only involves an established body of technical regulations for which frequent and routine amendments are necessary to keep them operationally current. It, therefore: (1) is not a “significant regulatory action” under Executive Order 12866; (2) is not a “significant rule” under DOT Regulatory Policies and Procedures (44 FR 11034; February 26, 1979); and (3) does not warrant preparation of a regulatory evaluation as the anticipated impact is so minimal. Since this is a routine matter that only affects air traffic procedures and air navigation, it is certified that this rule, when promulgated, does not have a significant economic impact on a substantial number of small entities under the criteria of the Regulatory Flexibility Act.</P>
                <HD SOURCE="HD1">Environmental Review</HD>
                <P>The FAA has determined that this action qualifies for categorical exclusion under the National Environmental Policy Act in accordance with FAA Order 1050.1F, “Environmental Impacts: Policies and Procedures,” paragraph 5-6.5.a. This airspace action is not expected to cause any potentially significant environmental impacts, and no extraordinary circumstances exist that warrant preparation of an environmental assessment.</P>
                <LSTSUB>
                    <HD SOURCE="HED">List of Subjects in 14 CFR Part 71</HD>
                    <P>Airspace, Incorporation by reference, Navigation (air).</P>
                </LSTSUB>
                <HD SOURCE="HD1">The Amendment</HD>
                <P>In consideration of the foregoing, the Federal Aviation Administration amends 14 CFR part 71 as follows:</P>
                <PART>
                    <HD SOURCE="HED">PART 71—DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR TRAFFIC SERVICE ROUTES; AND REPORTING POINTS</HD>
                </PART>
                <REGTEXT TITLE="14" PART="71">
                    <AMDPAR>1. The authority citation for 14 CFR part 71 continues to read as follows:</AMDPAR>
                    <AUTH>
                        <HD SOURCE="HED">Authority: </HD>
                        <P>49 U.S.C. 106(f), 106(g), 40103, 40113, 40120; E.O. 10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.</P>
                    </AUTH>
                </REGTEXT>
                <SECTION>
                    <SECTNO>§ 71.1</SECTNO>
                    <SUBJECT> [Amended]</SUBJECT>
                </SECTION>
                <REGTEXT TITLE="14" PART="71">
                    <AMDPAR>2. The incorporation by reference in 14 CFR part 71.1 of FAA Order JO 7400.11J, Airspace Designations and Reporting Points, dated July 31, 2024, and effective September 15, 2024, is amended as follows:</AMDPAR>
                    <EXTRACT>
                        <HD SOURCE="HD2">Paragraph 6005 Class E Airspace Areas Extending Upward From 700 Feet or More Above the Surface of the Earth.</HD>
                        <STARS/>
                        <HD SOURCE="HD1">ANM MT E5 Ekalaka, MT [New]</HD>
                        <FP SOURCE="FP-2">Ekalaka Airport, MT</FP>
                        <FP SOURCE="FP1-2">(Lat. 45°52′35″ N, long. 104°32′15″ W)</FP>
                        <P>That airspace extending upward from 700 feet above the surface within a 3-mile radius of the airport and within 2.1 miles on either side of the airport's 138° bearing extending from the 3-mile radius to 6.5 miles southeast, and within 2.1 miles on either side of the airport's 318° bearing extending from the 3-mile radius to 8.5 miles northwest.</P>
                        <STARS/>
                    </EXTRACT>
                </REGTEXT>
                <SIG>
                    <DATED>Issued in Des Moines, Washington, on July 2, 2025.</DATED>
                    <NAME>B.G. Chew,</NAME>
                    <TITLE>Group Manager, Operations Support Group, Western Service Center.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12723 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4910-13-P</BILCOD>
        </RULE>
        <RULE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF LABOR</AGENCY>
                <SUBAGY>Occupational Safety and Health Administration</SUBAGY>
                <CFR>29 CFR Parts 1911 and 1912</CFR>
                <DEPDOC>[Docket No. OSHA-2025-0039]</DEPDOC>
                <RIN>RIN 1218-AD72</RIN>
                <SUBJECT>Construction Standards—Advisory Committee on Construction Safety and Health; Correction</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Occupational Safety and Health Administration (OSHA), Labor.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Final rule; Correction</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        The Occupational Safety and Health Administration is correcting an error in the docket number listed in its final rule on Construction Standards—Advisory Committee on Construction Safety and Health, which was published in the 
                        <E T="04">Federal Register</E>
                         on July 1, 2025 (90 FR 27996).
                    </P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Effective July 9, 2025.</P>
                </EFFDATE>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P/>
                    <P>
                        <E T="03">For press inquiries:</E>
                         Contact Frank Meilinger, Director, OSHA Office of Communications, Occupational Safety and Health Administration; telephone: (202) 693-1999; email: 
                        <E T="03">meilinger.francis2@dol.gov.</E>
                    </P>
                    <P>
                        <E T="03">General information and technical inquiries:</E>
                         Contact Andrew Levinson, Director, OSHA Directorate of Standards and Guidance, Occupational Safety and Health Administration; telephone: (202) 693-1950; email: 
                        <E T="03">osha.dsg@dol.gov.</E>
                    </P>
                    <P>
                        <E T="03">Copies of this</E>
                          
                        <E T="0714">Federal Register</E>
                          
                        <E T="03">notice:</E>
                         Electronic copies are available at 
                        <E T="03">https://www.regulations.gov.</E>
                         This 
                        <E T="04">Federal Register</E>
                         notice, as well as news releases and other relevant information, also are available on OSHA's web page at 
                        <E T="03">https://www.osha.gov.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    In FR Document 2025-12011, page 27996 in the 
                    <E T="04">Federal Register</E>
                     of Tuesday, July 1, 2025, make the following correction is made in the document heading. On page 27996, in the third column, in the heading, “[Docket No. OSHA-2025-0040]” is corrected to read “[Docket No. OSHA-2025-0039]”.
                </P>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Amanda Laihow,</NAME>
                    <TITLE>Acting Assistant Secretary of Labor for Occupational Safety and Health.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12776 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4510-26-P</BILCOD>
        </RULE>
        <RULE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF THE TREASURY</AGENCY>
                <SUBAGY>Office of Foreign Assets Control</SUBAGY>
                <CFR>31 CFR Parts 594 and 597</CFR>
                <SUBJECT>Publication of Global Terrorism Sanctions Regulations and Foreign Terrorist Organizations Sanctions Regulations Web General Licenses 22A, 23A, 24A, 25A, 26A, and 28A</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Foreign Assets Control, Treasury.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Publication of web general licenses.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Department of the Treasury's Office of Foreign Assets Control (OFAC) is publishing six general licenses (GLs) issued pursuant to the Global Terrorism Sanctions Regulations and Foreign Terrorist Organizations Sanctions Regulations: GLs 22A, 23A, 24A, 25A, 26A, and 28A.</P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        GLs 22A, 23A, 24A, 25A, 26A, and 28A were issued on March 5, 2025. See 
                        <E T="02">SUPPLEMENTARY INFORMATION</E>
                         for additional relevant dates.
                    </P>
                </EFFDATE>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        OFAC: Assistant Director for Regulatory Affairs, 202-622-4855; or Assistant Director for Compliance, 
                        <E T="03">https://ofac.treasury.gov/contact-ofac.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">Electronic Availability</HD>
                <P>
                    This document and additional information concerning OFAC are available on OFAC's website: 
                    <E T="03">https://ofac.treasury.gov.</E>
                    <PRTPAGE P="30206"/>
                </P>
                <HD SOURCE="HD1">Background</HD>
                <P>
                    On March 5, 2025, OFAC issued GLs 22A, 23A, 24A, 25A, 26A, and 28A, which superseded GLs 22, 23, 24, 25, 26, and 28, respectively, to authorize certain transactions otherwise prohibited by the Global Terrorism Sanctions Regulations, 31 CFR part 594, and the Foreign Terrorist Organizations Sanctions Regulations, 31 CFR part 597. Each GL was made available on OFAC's website (
                    <E T="03">https://ofac.treasury.gov</E>
                    ) when it was issued. The text of these GLs is provided below.
                </P>
                <HD SOURCE="HD1">OFFICE OF FOREIGN ASSETS CONTROL</HD>
                <HD SOURCE="HD1">Global Terrorism Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 594</HD>
                <HD SOURCE="HD1">Foreign Terrorist Organizations Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 597</HD>
                <HD SOURCE="HD1">GENERAL LICENSE NO. 22A</HD>
                <HD SOURCE="HD1">Transactions Related to the Provision of Agricultural Commodities, Medicine, Medical Devices, Replacement Parts and Components, or Software Updates Involving Ansarallah</HD>
                <P>(a) Except as provided in paragraph (c) of this general license, all transactions prohibited by the Global Terrorism Sanctions Regulations, 31 CFR part 594 (GTSR), or the Foreign Terrorist Organizations Sanctions Regulations, 31 CFR part 597 (FTOSR), involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, that are ordinarily incident and necessary to the provision (including sale) of agricultural commodities, medicine, medical devices, replacement parts and components for medical devices, or software updates for medical devices to Yemen, or to persons in third countries purchasing specifically for provision to Yemen, are authorized.</P>
                <P>(b) For the purposes of this general license, agricultural commodities, medicine, and medical devices are defined as follows:</P>
                <P>(1) Agricultural commodities. Agricultural commodities are products that:</P>
                <P>(i) Fall within the term “agricultural commodity” as defined in section 102 of the Agricultural Trade Act of 1978 (7 U.S.C. 5602); and</P>
                <P>(ii) Are intended for ultimate use in Yemen as:</P>
                <P>(A) Food for humans (including raw, processed, and packaged foods; live animals; vitamins and minerals; food additives or supplements; and bottled drinking water) or animals (including animal feeds);</P>
                <P>(B) Seeds for food crops;</P>
                <P>(C) Fertilizers or organic fertilizers; or</P>
                <P>(D) Reproductive materials (such as live animals, fertilized eggs, embryos, and semen) for the production of food animals.</P>
                <P>(2) Medicine. Medicine is an item that falls within the definition of the term “drug” in section 201 of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 321).</P>
                <P>(3) Medical devices. A medical device is an item that falls within the definition of “device” in section 201 of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 321).</P>
                <P>(c) This general license does not authorize:</P>
                <P>(1) Financial transfers to any blocked person described in paragraph (a) of this general license, other than for the purpose of effecting the payment of taxes, fees, or import duties, or the purchase or receipt of permits, licenses, or public utility services; or</P>
                <P>(2) Any transactions otherwise prohibited by the GTSR or the FTOSR, including transactions involving any person blocked pursuant to the GTSR or the FTOSR other than the blocked persons described in paragraph (a) of this general license, unless separately authorized.</P>
                <NOTE>
                    <HD SOURCE="HED">Note to paragraph (c)(2).</HD>
                    <P> See § 594.521 of the GTSR and 31 CFR 597.517 of the FTOSR for general licenses authorizing transactions related to the provision of agricultural commodities, medicine, medical devices, replacement parts and components, or software updates for personal, non-commercial use.</P>
                </NOTE>
                <NOTE>
                    <HD SOURCE="HED">Note to General License No. 22A.</HD>
                    <P> Nothing in this general license relieves any person from compliance with any other federal laws or requirements of other federal agencies.</P>
                </NOTE>
                <P>(d) Effective March 5, 2025, General License No. 22, dated January 17, 2024, is replaced and superseded in its entirety by this General License No. 22A.</P>
                <EXTRACT>
                    <FP>Lisa M. Palluconi,</FP>
                    <FP>
                        <E T="03">Acting Director, Office of Foreign Assets Control.</E>
                    </FP>
                    <P>Dated: March 5, 2025.</P>
                </EXTRACT>
                <HD SOURCE="HD1">OFFICE OF FOREIGN ASSETS CONTROL</HD>
                <HD SOURCE="HD1">Global Terrorism Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 594</HD>
                <HD SOURCE="HD1">Foreign Terrorist Organizations Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 597</HD>
                <HD SOURCE="HD1">GENERAL LICENSE NO. 23A</HD>
                <HD SOURCE="HD1">Authorizing Transactions Related to Telecommunications, Mail, and Certain Internet-Based Communications Involving Ansarallah</HD>
                <P>(a)(1) Except as provided in paragraph (d) of this general license, all transactions prohibited by the Global Terrorism Sanctions Regulations, 31 CFR part 594 (GTSR), or the Foreign Terrorist Organizations Sanctions Regulations, 31 CFR part 597 (FTOSR), involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, with respect to the receipt or transmission of telecommunications within Yemen are authorized.</P>
                <P>(2) This paragraph does not authorize:</P>
                <P>(i) The provision, sale, or lease of telecommunications equipment or technology; or</P>
                <P>(ii) The provision, sale, or lease of capacity on telecommunications transmissions facilities (such as satellite or terrestrial network activity).</P>
                <P>(b) Except as provided in paragraph (d) of this general license, the exportation, reexportation, or provision, directly or indirectly, from the United States or by U.S. persons, wherever located, to Yemen, of services, software, hardware, or technology incident to the exchange of communications over the internet, such as instant messaging, chat and email, social networking, sharing of photos and movies, web browsing, blogging, social media platforms, collaboration platforms, video conferencing, voice over internet protocol (VOIP), e-gaming, e-learning platforms, automated translation, web maps, and user authentication services, as well as cloud-based services in support of the foregoing, and domain name registration services, involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, that is prohibited by the GTSR or FTOSR, is authorized, provided the exportation, reexportation, or provision is not to a person whose property and interests in property are blocked pursuant to the GTSR or FTOSR.</P>
                <P>
                    (c) Except as provided in paragraph (d) of this general license, all transactions of common carriers 
                    <PRTPAGE P="30207"/>
                    incident to the receipt or transmission of mail and packages between the United States and Yemen, or within Yemen, involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, that are prohibited by the GTSR or the FTOSR are authorized, provided that the importation or exportation of such mail and packages is not to or from any person blocked pursuant to the GTSR or the FTOSR.
                </P>
                <P>(d) This general license does not authorize:</P>
                <P>(1) Financial transfers to any blocked person described in paragraph (a) of this general license, other than for the purpose of effecting the payment of taxes, fees, or import duties, or the purchase or receipt of permits, licenses, or public utility services; or</P>
                <P>(2) Any transactions otherwise prohibited by the GTSR or the FTOSR, including transactions involving any person blocked pursuant to the GTSR or the FTOSR other than the blocked persons described in paragraph (a) of this general license, unless separately authorized.</P>
                <P>(e) Effective March 5, 2025, General License No. 23, dated January 17, 2024, is replaced and superseded in its entirety by this General License No. 23A.</P>
                <EXTRACT>
                    <FP>Lisa M. Palluconi,</FP>
                    <FP>
                        <E T="03">Acting Director, Office of Foreign Assets Control.</E>
                    </FP>
                    <P>Dated: March 5, 2025.</P>
                </EXTRACT>
                <HD SOURCE="HD1">OFFICE OF FOREIGN ASSETS CONTROL</HD>
                <HD SOURCE="HD1">Global Terrorism Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 594</HD>
                <HD SOURCE="HD1">Foreign Terrorist Organizations Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 597</HD>
                <HD SOURCE="HD1">GENERAL LICENSE NO. 24A</HD>
                <HD SOURCE="HD1">Authorizing Noncommercial, Personal Remittances Involving Ansarallah</HD>
                <P>(a) Except as provided in paragraph (c) of this general license, all transactions prohibited by the Global Terrorism Sanctions Regulations, 31 CFR part 594 (GTSR), or the Foreign Terrorist Organizations Sanctions Regulations, 31 CFR part 597 (FTOSR), involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, that are ordinarily incident and necessary to the transfer of noncommercial, personal remittances to or from an individual in Yemen, are authorized, provided the individual is not a person whose property or interests in property are blocked pursuant to the GTSR or the FTOSR.</P>
                <NOTE>
                    <HD SOURCE="HED">Note to paragraph (a).</HD>
                    <P> Noncommercial, personal remittances do not include charitable donations of funds to or for the benefit of an entity or funds transfers for use in supporting or operating a business, including a family-owned business.</P>
                </NOTE>
                <P>(b) Transferring institutions may rely on the originator of a funds transfer with regard to compliance with paragraph (a) of this general license, provided that the transferring institution does not know or have reason to know that the funds transfer is not in compliance with paragraph (a).</P>
                <P>(c) This general license does not authorize:</P>
                <P>(1) Financial transfers to any blocked person described in paragraph (a) of this general license, other than for the purpose of effecting the payment of taxes, fees, or import duties, or the purchase or receipt of permits, licenses, or public utility services; or</P>
                <P>(2) Any transactions otherwise prohibited by the GTSR or the FTOSR, unless separately authorized.</P>
                <P>(d) Effective March 5, 2025, General License No. 24, dated January 17, 2024, is replaced and superseded in its entirety by this General License No. 24A.</P>
                <EXTRACT>
                    <FP>Lisa M. Palluconi,</FP>
                    <FP>
                        <E T="03">Acting Director, Office of Foreign Assets Control.</E>
                    </FP>
                    <P>Dated: March 5, 2025.</P>
                </EXTRACT>
                <HD SOURCE="HD1">OFFICE OF FOREIGN ASSETS CONTROL</HD>
                <HD SOURCE="HD1">Global Terrorism Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 594</HD>
                <HD SOURCE="HD1">Foreign Terrorist Organizations Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 597</HD>
                <HD SOURCE="HD1">GENERAL LICENSE NO. 25A</HD>
                <HD SOURCE="HD1">Authorizing the Offloading of Refined Petroleum Products in Yemen Involving Ansarallah</HD>
                <P>(a) Except as provided in paragraph (b) of this general license, all transactions prohibited by the Global Terrorism Sanctions Regulations, 31 CFR part 594 (GTSR), or the Foreign Terrorist Organizations Sanctions Regulations, 31 CFR part 597 (FTOSR), involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, that are ordinarily incident and necessary to the delivery and offloading of refined petroleum products for personal, commercial, or humanitarian use in Yemen are authorized, through 12:01 a.m. eastern daylight time, April 4, 2025, provided the refined petroleum products were loaded on a vessel prior to March 5, 2025.</P>
                <P>(b) This general license does not authorize:</P>
                <P>(1) Any commercial resale, transfer, exportation, or reexporation of refined petroleum products from Yemen;</P>
                <P>(2) Financial transfers to any blocked person described in paragraph (a), other than for the purpose of effecting the payment of taxes, fees, or import duties, or the purchase or receipt of permits, licenses, or public utility services; or</P>
                <P>(3) Any transactions otherwise prohibited by the GTSR or the FTOSR, including transactions involving any person blocked pursuant to the GTSR or the FTOSR other than the blocked persons described in paragraph (a) of this general license, unless separately authorized.</P>
                <P>(c) Effective March 5, 2025, General License No. 25, dated January 17, 2024, is replaced and superseded in its entirety by this General License No. 25A.</P>
                <EXTRACT>
                    <FP>Lisa M. Palluconi,</FP>
                    <FP>
                        <E T="03">Acting Director, Office of Foreign Assets Control.</E>
                    </FP>
                    <P>Dated: March 5, 2025.</P>
                </EXTRACT>
                <HD SOURCE="HD1">OFFICE OF FOREIGN ASSETS CONTROL</HD>
                <HD SOURCE="HD1">Global Terrorism Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 594</HD>
                <HD SOURCE="HD1">Foreign Terrorist Organizations Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 597</HD>
                <HD SOURCE="HD1">GENERAL LICENSE NO. 26A</HD>
                <HD SOURCE="HD1">Authorizing Certain Transactions Necessary to Port and Airport Operations Involving Ansarallah</HD>
                <P>(a) Except as provided in paragraph (b) of this general license, all transactions prohibited by the Global Terrorism Sanctions Regulations, 31 CFR part 594 (GTSR), or the Foreign Terrorist Organizations Sanctions Regulations, 31 CFR part 597 (FTOSR), involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, that are ordinarily incident and necessary to the operation of, or import or export of goods or transit of passengers through, ports and airports in Yemen are authorized.</P>
                <P>(b) This general license does not authorize:</P>
                <P>
                    (1) Financial transfers to any blocked person described in paragraph (a), other than for the purpose of effecting the payment of taxes, fees, or import duties, 
                    <PRTPAGE P="30208"/>
                    or the purchase or receipt of permits, licenses, or public utility services;
                </P>
                <P>(2) Transactions involving imports or exports of arms or related materiel;</P>
                <P>(3) Transactions involving imports or exports of refined petroleum products, unless separately authorized; or</P>
                <P>(4) Any transactions otherwise prohibited by the GTSR or the FTOSR, unless separately authorized.</P>
                <NOTE>
                    <HD SOURCE="HED">Note to General License No. 26A.</HD>
                    <P> Nothing in this general license relieves any person from compliance with any other federal laws or requirements of other federal agencies.</P>
                </NOTE>
                <P>(c) Effective March 5, 2025, General License No. 26, dated January 17, 2024, is replaced and superseded in its entirety by this General License No. 26A.</P>
                <EXTRACT>
                    <FP>Lisa M. Palluconi,</FP>
                    <FP>
                        <E T="03">Acting Director, Office of Foreign Assets Control.</E>
                    </FP>
                    <P>Dated: March 5, 2025.</P>
                </EXTRACT>
                <HD SOURCE="HD1">OFFICE OF FOREIGN ASSETS CONTROL</HD>
                <HD SOURCE="HD1">Global Terrorism Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 594</HD>
                <HD SOURCE="HD1">Foreign Terrorist Organizations Sanctions Regulations</HD>
                <HD SOURCE="HD1">31 CFR Part 597</HD>
                <HD SOURCE="HD1">GENERAL LICENSE NO. 28A</HD>
                <HD SOURCE="HD1">Authorizing Transactions for Third-Country Diplomatic and Consular Missions Involving Ansarallah</HD>
                <P>(a) Except as provided in paragraph (b) of this general license, all transactions prohibited by the Global Terrorism Sanctions Regulations, 31 CFR part 594 (GTSR), or the Foreign Terrorist Organizations Sanctions Regulations, 31 CFR part 597 (FTOSR), involving Ansarallah, or any entity in which Ansarallah owns, directly or indirectly, a 50 percent or greater interest, that are ordinarily incident and necessary to the official business of third-country diplomatic or consular missions to Yemen are authorized.</P>
                <P>(b) This general license does not authorize:</P>
                <P>(1) Financial transfers to any blocked person described in paragraph (a) of this general license, other than for the purpose of effecting the payment of taxes, fees, or import duties, or the purchase or receipt of permits, licenses, or public utility services; or</P>
                <P>(2) Any transactions otherwise prohibited by the GTSR or the FTOSR, including transactions involving any person blocked pursuant to the GTSR or the FTOSR other than the blocked persons described in paragraph (a) of this general license, unless separately authorized.</P>
                <P>(c) Effective March 5, 2025, General License No. 28, dated February 16, 2024, is replaced and superseded in its entirety by this General License No. 28A.</P>
                <EXTRACT>
                    <FP>Lisa M. Palluconi,</FP>
                    <FP>
                        <E T="03">Acting Director, Office of Foreign Assets Control.</E>
                    </FP>
                </EXTRACT>
                <SIG>
                    <DATED>Dated: March 5, 2025.</DATED>
                    <NAME>Lisa M. Palluconi,</NAME>
                    <TITLE>Acting Director, Office of Foreign Assets Control.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12760 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4810-AL-P</BILCOD>
        </RULE>
        <RULE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Coast Guard</SUBAGY>
                <CFR>33 CFR Part 165</CFR>
                <DEPDOC>[Docket Number USCG-2025-0556]</DEPDOC>
                <RIN>RIN 1625-AA00</RIN>
                <SUBJECT>Safety Zones; Delaware River Dredging, Marcus Hook, PA</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Coast Guard, DHS.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Temporary interim rule and request for comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Coast Guard is establishing three temporary safety zones on the waters of the Delaware River, in portions of Marcus Hook Range, Anchorage 7, off Marcus Hook, PA, and Anchorage 9, near entrance to Mantua Creek. The safety zones temporarily restrict vessel traffic from transiting or anchoring in portions of the Delaware River while maintenance dredging is being conducted. The safety zones are needed to protect personnel, vessels, and the marine environment from hazards created by dredging operations. Entry of vessels or persons into these zones is prohibited unless specifically authorized by the COTP or his designated representatives.</P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>This rule is effective without actual notice from July 9, 2025, through October 31, 2025. For the purposes of enforcement, actual notice will be used from July 1, 2025, until July 9, 2025.</P>
                    <P>
                        <E T="03">Comments due date:</E>
                         Comments and related material must be received by the Coast Guard on or before August 8, 2025.
                    </P>
                </EFFDATE>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        You may submit comments identified by docket number USCG-2025-0556 using the Federal Document Management System at 
                        <E T="03">https://www.regulations.gov</E>
                        . See the “Public Participation and Request for Comments” portion of the 
                        <E T="02">SUPPLEMENTARY INFORMATION</E>
                         section for further instructions on submitting comments. To view documents mentioned in this preamble as being available in the docket, go to 
                        <E T="03">https://www.regulations.gov,</E>
                         type USCG-2025-0556 in the search box and click “Search.” Next, in the Document Type column, select “Supporting &amp; Related Material.”
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        If you have questions about this rule, call or email Petty Officer Dylan Caikowski, Waterways Management Branch, U.S. Coast Guard Sector Delaware Bay; telephone (206) 815-6688, option 3, email 
                        <E T="03">SecDelBayWWM@uscg.mil</E>
                        .
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">I. Table of Abbreviations</HD>
                <EXTRACT>
                    <FP SOURCE="FP-1">CFR Code of Federal Regulations</FP>
                    <FP SOURCE="FP-1">COTP Captain of the Port</FP>
                    <FP SOURCE="FP-1">DHS Department of Homeland Security</FP>
                    <FP SOURCE="FP-1">FR Federal Register</FP>
                    <FP SOURCE="FP-1">NPRM Notice of proposed rulemaking</FP>
                    <FP SOURCE="FP-1">§ Section </FP>
                    <FP SOURCE="FP-1">U.S.C. United States Code</FP>
                </EXTRACT>
                <HD SOURCE="HD1">II. Background Information and Regulatory History</HD>
                <P>The Coast Guard is issuing this temporary rule under the authority in 5 U.S.C. 553(b)(B). This statutory provision authorizes an agency to issue a rule without prior notice and opportunity to comment when the agency for good cause finds that those procedures are “impracticable, unnecessary, or contrary to the public interest.” The Coast Guard finds that good cause exists for not publishing a notice of proposed rulemaking (NPRM) with respect to this rule because it is impracticable to do so given that there is insufficient time to allow for a reasonable comment period and publish a final rule prior to July 1, 2025, the start date for dredging operations.</P>
                <P>
                    Also, under 5 U.S.C. 553(d)(3), the Coast Guard finds that good cause exists for making this rule effective less than 30 days after publication in the 
                    <E T="04">Federal Register</E>
                     for the same reason provided above.
                </P>
                <HD SOURCE="HD1">III. Legal Authority and Need for Rule</HD>
                <P>
                    The Coast Guard is issuing this rule under authority in 46 U.S.C. 70034. The COTP has determined that dredging operations present potential hazards, such as the presence of submerged and floating pipelines, booster pumps, head sections, and vessels with a restricted ability to maneuver. The purpose of this rulemaking is to ensure the safety of personnel, vessels, and the marine environment within a 250-yard radius of 
                    <PRTPAGE P="30209"/>
                    dredging operations and all associated pipeline and equipment and to ensure safe anchorage availability for larger vessels which are not able to anchor in areas being dredged.
                </P>
                <HD SOURCE="HD1">IV. Discussion of the Rule</HD>
                <P>This rule establishes three safety zones from July 1, 2025, through October 31, 2025. Two safety zones are being established to facilitate maintenance dredging of the Delaware River in the vicinity of Marcus Hook Range, and Anchorage 7, off Marcus Hook, as described in 33 CFR 110.157(a)(8). The third safety zone is being established in Anchorage 9, near entrance to Mantua Creek, as described in 33 CFR 110.157(a)(10), to ensure safe anchorage availability for larger vessels that cannot anchor in Anchorage 7 because of the dredging. Dredging will most likely be conducted with the dredge LEXINGTON, though other dredges may be used, along with associated dredge pipeline and boosters. The pipeline consists of a combination of floating hoses immediately behind the dredge and submerged pipeline leading to upland disposal areas. Due to the hazards related to dredging operations, the associated pipeline and the location of submerged pipeline, safety zones are being established in the following areas:</P>
                <P>(1) Safety Zone One includes all navigable waters within 250 yards of the dredge, and all related dredge equipment when the dredge is operating in Marcus Hook Range, and Anchorage 7. The dredge will be displaying lights and shapes for vessels restricted in ability to maneuver, as described in our Inland Navigation Rules at 33 CFR 83.27. This safety zone is being established for the duration of the maintenance project. Vessels requesting to transit the safety zone must contact the dredge on VHF channel 13 or 16 at least 1 hour prior to arrival to arrange safe passage. At least one side of the main navigational channel will be kept clear for safe passage of vessels in the vicinity of the safety zone. At no time will the entire main navigational channel be closed to vessel traffic. Vessels should avoid meeting in these areas where one side of the main navigational channel is open and proceed per this rule and the Rules of the Road (33 CFR chapter I, subchapter E).</P>
                <P>(2) Safety Zone Two includes all the waters of Anchorage 7 off Marcus Hook Range, as described in 33 CFR 110.157(a)(8). Vessels wishing to anchor in Anchorage 7 off Marcus Hook Range while this rule is in effect must obtain permission from the COTP at least 24 hours in advance by calling (215) 271-4807. Vessels requesting permission to anchor within Anchorage 7 off Marcus Hook must be at least 650 feet in overall length. The COTP will permit, at maximum, two vessels to anchor at a time, on a “first-come, first-served” basis. Vessels will only be allowed to anchor for a 12-hour period. Vessels that require an examination by the Public Health Service, Customs, or Immigration authorities will be directed to an anchorage by the COTP for the required inspection. Vessels under 650 feet in overall length may request to anchor in Anchorage 7, off Marcus Hook Range by contacting the COTP via phone at (215) 271-4807 and may be approved on a case-by-case basis. Vessels are encouraged to use Anchorage 9 near the entrance to Mantua Creek, Anchorage 12 between Gloucester and Camden, Philadelphia, and Anchorage 6 off Deepwater Point Range as alternative anchorages.</P>
                <P>(3) Safety Zone Three includes all the waters of Anchorage 9, near entrance to Mantua Creek, as described in 33 CFR 110.157(a)(10). Vessels must be at least 500 feet in overall length to anchor in Anchorage 9, near entrance to Mantua Creek. Vessels under 500 feet in overall length may request to anchor in Anchorage 9, near entrance to Mantua Creek by contacting the COTP via phone at (215) 271-4807 and may be approved on a case-by-case basis.</P>
                <P>Vessels must be at least 650 feet in overall length to use Anchorage 7 and 500 feet in overall length to use Anchorage 9 while this rule is in effect. We are instituting this restriction because vessels of this size are limited in their ability to utilize other anchorages due to draft and Anchorage 9 needs to be utilized as overflow for vessels between 500 feet and 700 feet in overall length. Smaller vessels maintain a host of other options to include, but not limited to, Anchorage 6 and 12, as recommended above.</P>
                <P>Entry into, transiting, or anchoring within safety zone one is prohibited unless vessels obtain permission from the COTP or make satisfactory passing arrangements with the operating dredge per this rule and the Rules of the Road (33 CFR chapter I, subchapter E). The COTP may issue updates regarding the vessel and equipment being utilized for these dredging operations via Marine Safety Information Bulletin, Broadcast Notice to Mariners and Local Notice to Mariners.</P>
                <HD SOURCE="HD1">V. Regulatory Analyses</HD>
                <P>We developed this rule after considering numerous statutes and Executive orders related to rulemaking. Below we summarize our analyses based on a number of these statutes and Executive orders.</P>
                <HD SOURCE="HD2">A. Regulatory Planning and Review</HD>
                <P>Executive Orders 12866 (Regulatory Planning and Review) and 13563 (Improving Regulation and Regulatory Review) direct agencies to assess the costs and benefits of available regulatory alternatives and, if regulation is necessary, to select regulatory approaches that maximize net benefits. Executive Order 13563 emphasizes the importance of quantifying both costs and benefits, of reducing costs, of harmonizing rules, and of promoting flexibility.</P>
                <P>The Office of Management and Budget (OMB) has not designated this rule a “significant regulatory action” under section 3(f) of Executive Order 12866. Accordingly, OMB has not reviewed it.</P>
                <P>This regulatory action determination is based on size, location, duration, and traffic management of the safety zones. The safety zones will be enforced in an area and in a manner that does not conflict with transiting commercial and recreational traffic. At least one side of the main navigational channel will be open for vessels to transit at all times. Moreover, the Coast Guard will work in coordination with the pilots to ensure vessel traffic can transit the area safely.</P>
                <P>Although this regulation will restrict access to regulated areas, the effect of this rule will not be significant because there are several alternate anchorages available for vessels to anchor. Furthermore, vessels may transit through the safety zones with the permission of the COTP or make satisfactory passing arrangements with the dredge LEXINGTON, or other dredge(s) that may be used in accordance with this rule and the Rules of the Road (33 CFR chapter I, subchapter E). The Coast Guard will notify the maritime public about the safety zones through maritime advisories, allowing mariners to alter their plans accordingly.</P>
                <HD SOURCE="HD2">B. Impact on Small Entities</HD>
                <P>
                    The Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, as amended, requires Federal agencies to consider the potential impact of regulations on small entities during rulemaking. The term “small entities” comprises small businesses, not-for-profit organizations that are independently owned and operated and are not dominant in their fields, and governmental jurisdictions with populations of less than 50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this rule will not have a 
                    <PRTPAGE P="30210"/>
                    significant economic impact on a substantial number of small entities.
                </P>
                <P>While some owners or operators of vessels intending to transit the safety zone may be small entities, for the reasons stated in section V.A above, this rule will not have a significant economic impact on any vessel owner or operator.</P>
                <P>
                    Under section 213(a) of the Small Business Regulatory Enforcement Fairness Act of 1996 (Pub. L. 104-121), we want to assist small entities in understanding this rule. If the rule will affect your small business, organization, or governmental jurisdiction and you have questions concerning its provisions or options for compliance, please call or email the person listed in the 
                    <E T="02">FOR FURTHER INFORMATION CONTACT</E>
                     section.
                </P>
                <P>Small businesses may send comments on the actions of Federal employees who enforce, or otherwise determine compliance with, Federal regulations to the Small Business and Agriculture Regulatory Enforcement Ombudsman and the Regional Small Business Regulatory Fairness Boards. The Ombudsman evaluates these actions annually and rates each agency's responsiveness to small business. If you wish to comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR (1-888-734-3247). The Coast Guard will not retaliate against small entities that question or complain about this rule or any policy or action of the Coast Guard.</P>
                <HD SOURCE="HD2">C. Collection of Information</HD>
                <P>This rule will not call for a new collection of information under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).</P>
                <HD SOURCE="HD2">D. Federalism and Indian Tribal Governments</HD>
                <P>A rule has implications for federalism under Executive Order 13132, Federalism, if it has a substantial direct effect on the States, on the relationship between the National Government and the States, or on the distribution of power and responsibilities among the various levels of government. We have analyzed this rule under that order and have determined that it is consistent with the fundamental federalism principles and preemption requirements described in Executive Order 13132.</P>
                <P>Also, this rule does not have tribal implications under Executive Order 13175, Consultation and Coordination with Indian Tribal Governments, because it does not have a substantial direct effect on one or more Indian tribes, on the relationship between the Federal Government and Indian tribes, or on the distribution of power and responsibilities between the Federal Government and Indian tribes.</P>
                <HD SOURCE="HD2">E. Unfunded Mandates Reform Act</HD>
                <P>The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538) requires Federal agencies to assess the effects of their discretionary regulatory actions. In particular, the Act addresses actions that may result in the expenditure by a State, local, or tribal government, in the aggregate, or by the private sector of $100,000,000 (adjusted for inflation) or more in any one year. Though this rule will not result in such an expenditure, we do discuss the effects of this rule elsewhere in this preamble.</P>
                <HD SOURCE="HD2">F. Environment</HD>
                <P>
                    We have analyzed this rule under Department of Homeland Security Directive 023-01, Rev. 1, associated implementing instructions, and Environmental Planning COMDTINST 5090.1 (series), which guide the Coast Guard in complying with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4370f), and have determined that this action is one of a category of actions that do not individually or cumulatively have a significant effect on the human environment. This rule involves three safety zones to protect waterway users that would prohibit entry within 250 yards of dredging operations and will close only one side of the main navigation channel. Vessels can request permission to pass through the channel. It is categorically excluded from further review under paragraph L60(a) of Appendix A, Table 1 of DHS Instruction Manual 023-01-001-01, Rev. 1. A Record of Environmental Consideration supporting this determination is available in the docket. For instructions on locating the docket, see the 
                    <E T="02">ADDRESSES</E>
                     section of this preamble.
                </P>
                <HD SOURCE="HD1">VI. Public Participation and Request for Comments</HD>
                <P>Although we are promulgating this as a temporary interim rule for lack of time to take comments prior to issuing the rule, we view public participation as essential to effective rulemaking and will consider all comments and material received during the comment period. If you submit a comment, please include the docket number for this rulemaking, indicate the specific section of this document to which each comment applies, and provide a reason for each suggestion or recommendation.</P>
                <P>
                    Submitting comments. We encourage you to submit comments through the Federal Document Management System at 
                    <E T="03">https://www.regulations.gov</E>
                    . To do so, go to 
                    <E T="03">https://www.regulations.gov,</E>
                     type USCG-2025-0556 in the search box and click “Search.” Next, look for this document in the Search Results column, and click on it. Then click on the Comment option. If you cannot submit your material by using 
                    <E T="03">https://www.regulations.gov,</E>
                     call or email the person in the 
                    <E T="02">FOR FURTHER INFORMATION CONTACT</E>
                     section of this rule for alternate instructions.
                </P>
                <P>
                    Viewing material in docket. To view documents mentioned in this rule as being available in the docket, find the docket as described in the previous paragraph, and then select “Supporting &amp; Related Material” in the Document Type column. Public comments will also be placed in our online docket and can be viewed by following instructions on the 
                    <E T="03">https://www.regulations.gov</E>
                     Frequently Asked Questions web page. Also, if you click on the Dockets tab and then the rule, you should see a “Subscribe” option for email alerts. The option will notify you when comments are posted, or a final rule is published.
                </P>
                <P>We review all comments received, but we will only post comments that address the topic of the rule. We may choose not to post off-topic, inappropriate, or duplicate comments that we receive.</P>
                <P>
                    Personal information. We accept anonymous comments. Comments we post to 
                    <E T="03">https://www.regulations.gov</E>
                     will include any personal information you have provided. For more about privacy and submissions to the docket in response to this document, see DHS's eRulemaking System of Records notice (85 FR 14226, March 11, 2020).
                </P>
                <LSTSUB>
                    <HD SOURCE="HED">List of Subjects in 33 CFR Part 165</HD>
                    <P>Harbors, Marine safety, Navigation (water), Reporting and recordkeeping requirements, Security measures, Waterways.</P>
                </LSTSUB>
                <P>For the reasons discussed in the preamble, the Coast Guard amends 33 CFR part 165 as follows:</P>
                <PART>
                    <HD SOURCE="HED">PART 165—REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS</HD>
                </PART>
                <REGTEXT TITLE="33" PART="165">
                    <AMDPAR>1. The authority citation for part 165 continues to read as follows:</AMDPAR>
                    <AUTH>
                        <HD SOURCE="HED">Authority:</HD>
                        <P>46 U.S.C. 70034, 70051, 70124; 33 CFR 1.05-1, 6.04-1, 6.04-6, and 160.5; Department of Homeland Security Delegation No. 00170.1, Revision No. 01.4.</P>
                    </AUTH>
                </REGTEXT>
                <REGTEXT TITLE="33" PART="165">
                    <AMDPAR>2. Add § 165.T05-0556 to read as follows:</AMDPAR>
                    <SECTION>
                        <SECTNO>§ 165.T05-0556 </SECTNO>
                        <SUBJECT>Safety Zones, Delaware River Dredging; Marcus Hook, PA.</SUBJECT>
                        <P>
                            (a) 
                            <E T="03">Location.</E>
                             The following areas are safety zones:
                            <PRTPAGE P="30211"/>
                        </P>
                        <P>(1) Safety zone one includes all waters within 250 yards of the dredge displaying lights and shapes for vessels restricted in ability to maneuver as described in 33 CFR 83.27, as well as all related dredge equipment, while the dredge is operating in Marcus Hook Range. For enforcement purposes, Marcus Hook Range includes all navigable waters of the Delaware River, bound by a line drawn perpendicular to the center line of the channel at the farthest upriver point of the range to a line drawn perpendicular to the center line of the channel at the farthest downriver point of the range.</P>
                        <P>(2) Safety zone two includes all the waters of Anchorage 7 off Marcus Hook Range, as described in 33 CFR 110.157(a)(8).</P>
                        <P>(3) Safety zone three includes all the waters of Anchorage 9, near entrance to Mantua Creek, as described in 33 CFR 110.157(a)(10).</P>
                        <P>
                            (b) 
                            <E T="03">Definitions.</E>
                             As used in this section, 
                            <E T="03">designated representative</E>
                             means any Coast Guard commissioned, warrant, or petty officer who has been authorized by the Captain of the Port to assist with enforcement of the safety zone described in paragraph (a) of this section.
                        </P>
                        <P>
                            (c) 
                            <E T="03">Regulations.</E>
                             (1) Entry into or transiting within the safety zone one is prohibited unless vessels make satisfactory passing arrangements via VHF-FM radio channel 13 or 16 with the operating dredge per this section and the rules of the Road (33 CFR chapter I, subchapter E). Vessels requesting to transit shall contact the operating dredge via VHF-FM radio channel 13 or 16 at least 1 hour prior to arrival. Alternatively, vessels may obtain permission from the Captain of the Port, Sector Delaware Bay (COTP) via VHF-FM radio channel 16 or via phone at (215) 271-4807.
                        </P>
                        <P>(2) Vessels desiring to anchor in safety zone two, Anchorage 7 off Marcus Hook Range, must be at least 650 feet in overall length and must obtain permission from the COTP at least 24 hours in advance by calling (215) 271-4807. The COTP will permit, at maximum, two vessels at a time to anchor on a “first-come, first-served” basis. Vessels will only be allowed to anchor for a 12-hour period. Vessels under 650 feet in overall length may request to anchor in Anchorage 7, off Marcus Hook Range by contacting the COTP at the phone number detailed above and may be approved on a case-by-case basis. Vessels that require an examination by the Public Health Service, Customs, or Immigration authorities will be directed to an anchorage for the required inspection by the COTP.</P>
                        <P>(3) Vessels desiring to anchor in safety zone three, Anchorage 9, near entrance to Mantua Creek, must be at least 500 feet in overall length. Vessels under 500 feet in overall length may request to anchor in Anchorage 9, near entrance to Mantua Creek, and may be approved on a case-by-case basis.</P>
                        <P>(4) This section applies to all vessels except those engaged in the following operations: enforcement of laws, service of aids to navigation, and emergency response.</P>
                        <P>
                            (d) 
                            <E T="03">Enforcement.</E>
                             The U.S. Coast Guard may be assisted by Federal, State, and local agencies in the patrol and enforcement of the zone.
                        </P>
                        <P>
                            (e) 
                            <E T="03">Enforcement period.</E>
                             This section will be enforced from July 1, 2025, through October 31, 2025, unless cancelled earlier by the Captain of the Port, Sector Delaware Bay.
                        </P>
                    </SECTION>
                </REGTEXT>
                <SIG>
                    <DATED>Dated: July 1, 2025.</DATED>
                    <NAME>Kate F. Higgins-Bloom,</NAME>
                    <TITLE>Captain, U.S. Coast Guard, Captain of the Port, Sector Delaware Bay.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12765 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-04-P</BILCOD>
        </RULE>
        <RULE>
            <PREAMB>
                <AGENCY TYPE="N">ENVIRONMENTAL PROTECTION AGENCY</AGENCY>
                <CFR>40 CFR Part 745</CFR>
                <DEPDOC>[EPA-HQ-OPPT-2023-0231; FRL-8524.1-02-OCSPP]</DEPDOC>
                <RIN>RIN 2070-AK91</RIN>
                <SUBJECT>Reconsideration of the Dust-Lead Hazard Standards and Dust-Lead Post-Abatement Clearance Levels; Correction</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Environmental Protection Agency (EPA).</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Final rule; correcting amendments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        The Environmental Protection Agency (EPA or the Agency) is correcting a final rule that appeared in the 
                        <E T="04">Federal Register</E>
                         of November 12, 2024, that finalized several revisions to EPA's lead-based paint (LBP) regulations. Subsequent to publication, the Office of the Federal Register (OFR) informed the Agency that there were errors in the amendatory instructions that describe specific revisions for two sections of the regulation. In the 
                        <E T="04">Federal Register</E>
                         of December 16, 2024, EPA published a technical correction to the final rule that explained the errors and the corresponding technical corrections that the Agency believed would address the errors identified by the OFR. Unfortunately, that technical correction did not fix the amendatory instructions prior to the effective date of the final rule. As a result, when the final rule became effective on January 13, 2025, three subparagraphs of regulatory text were inadvertently deleted—a change to the post-abatement regulatory activities that EPA did not intend to make. This action corrects that error by restoring the inadvertently deleted text in the regulations.
                    </P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Effective July 9, 2025.</P>
                </EFFDATE>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The docket for this action, identified by docket identification (ID) number EPA-HQ-OPPT-2023-0231, is available online at 
                        <E T="03">https://www.regulations.gov.</E>
                         Additional instructions on visiting the docket, along with more information about dockets generally, is available at 
                        <E T="03">https://www.epa.gov/dockets</E>
                        .
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P/>
                    <P>
                        <E T="03">For technical information:</E>
                         Claire Brisse, Existing Chemicals Risk Management Division, Office of Pollution Prevention and Toxics, Environmental Protection Agency, 1200 Pennsylvania Ave. NW, Washington, DC 20460-0001; telephone number: (202) 564-9004; email address: 
                        <E T="03">brisse.claire@epa.gov.</E>
                    </P>
                    <P>
                        <E T="03">For general information on lead:</E>
                         The National Lead Information Center, 422 South Clinton Avenue, Rochester, NY 14620; telephone number: (800) 424-LEAD [5323]; online form: 
                        <E T="03">https://www.epa.gov/lead/forms/lead-hotline-national-lead-information-center.</E>
                    </P>
                    <P>
                        <E T="03">For general information on TSCA:</E>
                         The TSCA Hotline, ABVI-Goodwill, 422 South Clinton Ave., Rochester, NY 14620; telephone number: (202) 554-1404; email address: 
                        <E T="03">TSCA-Hotline@epa.gov.</E>
                    </P>
                    <P>
                        <E T="03">For hearing- or speech-impaired assistance:</E>
                         Persons may reach the telephone numbers for the contacts through TTY by calling the toll-free Federal Communications Commission's Telecommunications Relay Service at 711.
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">I. Does this action apply to you?</HD>
                <P>
                    You may be affected by this action if you conduct abatement activities in accordance with 40 CFR 745.227 or if you operate a training program required to be accredited under 40 CFR 745.225 that trains individuals about abatement activities. The following list of North American Industrial Classification System (NAICS) codes is not intended to be exhaustive, but rather provides a guide to help readers determine whether this document applies to them. Affected entities may include:
                    <PRTPAGE P="30212"/>
                </P>
                <P>
                    • Engineering services (NAICS code 541330) and building inspection services (NAICS code 541350) (
                    <E T="03">e.g.,</E>
                     dust sampling technicians).
                </P>
                <P>
                    • Lead abatement professionals (NAICS code 562910) (
                    <E T="03">e.g.,</E>
                     firms and supervisors engaged in LBP activities).
                </P>
                <P>
                    • Other technical and trade schools (NAICS code 611519) (
                    <E T="03">e.g.,</E>
                     training providers).
                </P>
                <P>
                    If you have questions regarding the applicability of this action to a particular entity, consult the regulations or contact the technical information person listed in the 
                    <E T="02">FOR FURTHER INFORMATION CONTACT</E>
                     section.
                </P>
                <HD SOURCE="HD1">II. What action is the Agency taking?</HD>
                <P>
                    EPA is reestablishing inadvertently deleted regulatory text at 40 CFR 745.227(e)(8)(v), which was originally promulgated in 2001 pursuant to TSCA section 402. See 66 FR 1206, January 5, 2001 (FRL-6763-5), also known as the “2001 LBP Hazards Rule.” The inadvertently deleted regulatory text in 40 CFR 745.227(e)(8)(v)(A), (B) and (C) outlines post-abatement dust sampling activities and how they should be conducted in or on residential dwellings or child-occupied facilities. The error occurred when EPA published a final rule in the 
                    <E T="04">Federal Register</E>
                     of November 12, 2024, entitled “Dust-Lead Hazard Standards and Dust-Lead Post-Abatement Clearance Levels” and also known as the “dust-lead reconsideration rulemaking.” See 89 FR 89416, November 12, 2024 (FRL-8524-02-OCSPP).
                </P>
                <P>After publication of the November 2024 final rule, the OFR identified errors in the amendatory instructions for two sections of the regulations. One of those errors, the amendatory instruction identified as “17b”, directed OFR to revise 40 CFR 745.227(e)(8)(v); however, the instructions did not include the “introductory text” and, as a result, the instructions inadvertently directed OFR to delete the subordinate paragraphs to paragraph (e)(8)(v). The instruction should have directed OFR to revise the introductory text of paragraph (e)(8)(v) only, as EPA intended to modify the introductory text paragraph (e)(8)(v) and had not proposed or intended to modify (e)(8)(v)(A), (B) and (C).</P>
                <P>
                    In the 
                    <E T="04">Federal Register</E>
                     of December 16, 2024, EPA published a technical correction to the November 2024 final rule that explained the errors and provided the corresponding technical corrections that the Agency believed would address the errors identified by the OFR. Unfortunately, that technical correction did not fix the amendatory instructions prior to the effective date of the final rule. As a result, when the final rule became effective on January 13, 2025, the three subparagraphs at 40 CFR 745.227(e)(8)(v)(A), (B) and (C) were inadvertently deleted, a change that EPA neither proposed nor envisioned in the dust-lead reconsideration rulemaking finalized on November 12, 2024.
                </P>
                <P>This action will restore the inadvertently deleted regulatory text to restore the relied upon methods that help ensure and provide clarity, so abatements are done in a manner that is reliable, effective and safe (15 U.S.C. 2682(a)(1)).</P>
                <HD SOURCE="HD1">III. Why is this correction issued as a final rule?</HD>
                <P>EPA's authority for issuing this correction is provided by the Administrative Procedure Act (APA), 5 U.S.C. 553. Section 553(b)(B) of the APA provides that when an agency for good cause finds that notice and public procedure are impracticable, unnecessary, or contrary to the public interest, the agency may issue a final rule without providing notice and an opportunity for public comment. For the reasons discussed in this unit, EPA has determined that notice and public comment are unnecessary and contrary to the public interest for this action.</P>
                <P>As discussed in the December 2024 technical correction, the November 2024 final rule published with inaccurate amendatory instructions that resulted in the inadvertent deletion of existing regulatory text. The December 2024 technical correction further explained the context of the error to the amendatory instructions and clarified that the OFR made the Agency aware of the error after the final rule published. Additionally, the December 2024 technical correction described in succinct detail what text was inadvertently omitted within the amendatory instructions in the November 2024 final rule, explaining that “the instruction should direct the OFR to revise the introductory text of the paragraph (e)(8)(v)” as “the set-out text for paragraph (e)(8)(v) does not include the subordinate paragraphs . . . .” That document further explained that corrections to the amendatory instructions were necessary to allow for the proper revisions to be incorporated into the Code of Federal Regulations (CFR). Nonetheless, the amendatory instructions in the December 2024 technical correction failed to actually effectuate the desired corrections to the regulation, resulting in the inadvertent deletion of the existing text beyond the introductory text of the paragraph.</P>
                <P>This action corrects the error by restoring the inadvertently deleted regulatory text in 40 CFR 745.227(e)(8)(v)(A) through (C), which was neither proposed nor envisioned to be deleted or modified in the dust-lead reconsideration rulemaking finalized on November 12, 2024. This action will ensure the regulatory text is comports with the description from the final rule preamble, which did not include any discussion on these additional deletions, as they were done in error. Since this correction is intended to restore the regulatory text that the Agency did not intend to change with the November 2024 final rule or the subsequent technical correction of December 2024, EPA finds that notice and comment for this rulemaking is unnecessary under the APA's “good cause” exemption.</P>
                <P>In addition, any further delay in restoring the inadvertently deleted regulatory text potentially resulting from a notice and comment process would harm the public interest (including that of the regulated community). The inadvertently deleted regulatory text, which was originally established in 2001, sets forth key requirements after an abatement is completed, including the location and number of clearance samples that must be taken, as well as the process for undertaking a visible inspection following an exterior paint abatement. This is an important part of the post-abatement protections that are included in 40 CFR 745.227. As this section of regulatory text was originally established more than 24 years ago, it has also been embedded into various portions of the lead-based paint activities programs both at the federal level and within various authorized programs established by states, territories and federally recognized Tribes, including any training for abatement professionals. This minor technical fix will expeditiously restore the inadvertently deleted regulatory text that is an essential part of ensuring that abatements are being done in a manner that is reliable, effective and safe (15 U.S.C. 2682(a)(1)) and will ultimately restore the clarity and protectiveness of the inadvertently deleted text for both the public and the regulated community. As a result, EPA is moving forward to finalize this action without notice and comment under the APA's “good cause” exemption to avoid any harm the inadvertent deletion could cause to the public's interest.</P>
                <P>
                    Further, this correction does not impose any new or modified regulatory requirements that would warrant public notice and comment, or time for the 
                    <PRTPAGE P="30213"/>
                    regulated community to prepare for the rule to come into effect. See 
                    <E T="03">Omnipoint Corp.</E>
                     v. 
                    <E T="03">Fed. Commc'n Comm'n, 78 F.3d 620, 630</E>
                     (D.C. Cir. 1996) (in determining whether good cause exists to make a rule immediately effective, an agency should “balance the necessity for immediate implementation against principles of fundamental fairness which require that all affected persons be afforded a reasonable amount of time to prepare for the effective date of its ruling”). EPA has balanced the necessity for immediate implementation against the benefits of delaying implementation. Because this action restores important deleted regulatory text that has already been established and aligns with the intent described in the December 2016 technical correction, the public is aware of the content of the rule. In addition, restoring this language expeditiously would allow important activities (
                    <E T="03">i.e.,</E>
                     sampling, visible inspection) to continue to take place after abatement is considered complete. These are critical elements of EPA's lead-based paint activities program that help ensure safe work practices are being upheld. As a result, good cause exists for this rule to be made immediately effective in accordance with the APA (5 U.S.C. 553(d)(3)).
                </P>
                <HD SOURCE="HD1">VI. Do any of the statutory and executive order review requirements apply to this action?</HD>
                <P>No. As a technical correction, this action is not subject to the regulatory assessment requirements and does not otherwise change the detailed discussion of the statutory and executive order review requirements contained in Unit IX. of the November 2024 final dust-lead reconsideration rulemaking.</P>
                <HD SOURCE="HD1">V. Is this action subject to the Congressional Review Act (CRA)?</HD>
                <P>
                    Yes. This action is subject to the CRA (5 U.S.C. 801 
                    <E T="03">et seq.</E>
                    ), and EPA will submit a rule report to each House of the Congress and to the Comptroller General of the United States. The CRA allows the issuing agency to make a rule effective sooner than otherwise provided by the CRA if the agency makes a good cause finding that notice and comment rulemaking procedures are impracticable, unnecessary or contrary to the public interest (5 U.S.C. 808(2)). EPA has made a good cause finding for this rule as discussed in Unit III., including the basis for that finding.
                </P>
                <LSTSUB>
                    <HD SOURCE="HED">List of Subjects in 40 CFR Part 745</HD>
                    <P>Environmental protection, Abatement, Child-occupied facility, Clearance levels, Hazardous substances, Incorporation by reference, Lead, Lead poisoning, Lead-based paint, Target housing. </P>
                </LSTSUB>
                <SIG>
                    <DATED>Dated: July 6, 2025.</DATED>
                    <NAME>Nancy B. Beck,</NAME>
                    <TITLE>Principal Deputy Assistant Administrator, Office of Chemical Safety and Pollution Prevention.</TITLE>
                </SIG>
                <P>For the reasons set forth in the preamble, 40 CFR chapter I is corrected as follows:</P>
                <PART>
                    <HD SOURCE="HED">PART 745—LEAD-BASED PAINT POISONING PREVENTION IN CERTAIN RESIDENTIAL STRUCTURES</HD>
                </PART>
                <REGTEXT TITLE="40" PART="745">
                    <AMDPAR>1. The authority citation for part 745 continues to read as follows:</AMDPAR>
                    <AUTH>
                        <HD SOURCE="HED">Authority:</HD>
                        <P> 15 U.S.C. 2605, 2607, 2681-2692 and 42 U.S.C. 4852d. </P>
                    </AUTH>
                </REGTEXT>
                <REGTEXT TITLE="40" PART="745">
                    <AMDPAR>2. Revise and republish § 745.227(e)(8)(v) to read as follows:</AMDPAR>
                    <SECTION>
                        <SECTNO>§ 745.227</SECTNO>
                        <SUBJECT> Work practice standards for conducting lead-based paint activities: target housing and child-occupied facilities.</SUBJECT>
                        <STARS/>
                        <P>(e) * * *</P>
                        <P>(8) * * *</P>
                        <P>(v) The following post-abatement testing activities shall be conducted as appropriate based upon the extent or manner of abatement activities conducted in or to the residential dwelling or child-occupied facility:</P>
                        <P>(A) After conducting an abatement with containment between abated and unabated areas, one dust sample shall be taken from one interior window sill and from one window trough (if present) and one dust sample shall be taken from the floors of each of no less than four rooms, hallways or stairwells within the containment area. In addition, one dust sample shall be taken from the floor outside the containment area. If there are less than four rooms, hallways or stairwells within the containment area, then all rooms, hallways or stairwells shall be sampled.</P>
                        <P>(B) After conducting an abatement with no containment, two dust samples shall be taken from each of no less than four rooms, hallways or stairwells in the residential dwelling or child-occupied facility. One dust sample shall be taken from one interior window sill and window trough (if present) and one dust sample shall be taken from the floor of each room, hallway or stairwell selected. If there are less than four rooms, hallways or stairwells within the residential dwelling or child-occupied facility then all rooms, hallways or stairwells shall be sampled.</P>
                        <P>(C) Following an exterior paint abatement, a visible inspection shall be conducted. All horizontal surfaces in the outdoor living area closest to the abated surface shall be found to be cleaned of visible dust and debris. In addition, a visual inspection shall be conducted to determine the presence of paint chips on the dripline or next to the foundation below any exterior surface abated. If paint chips are present, they must be removed from the site and properly disposed of, according to all applicable Federal, State and local requirements.</P>
                        <STARS/>
                    </SECTION>
                </REGTEXT>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12726 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6560-50-P</BILCOD>
        </RULE>
        <RULE>
            <PREAMB>
                <AGENCY TYPE="N">FEDERAL COMMUNICATIONS COMMISSION</AGENCY>
                <CFR>47 CFR Part 54</CFR>
                <DEPDOC>[WC Docket Nos. 10-90, 23-328, 14-58, 09-197, 16-271; WT Docket No. 10-208; FCC 23-60 and 23-87; FR ID 301355]</DEPDOC>
                <SUBJECT>Connect America Fund et al.</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Communications Commission.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Final rule; announcement of effective date.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        In this document, the Federal Communications Commission (Commission) announces that the Office of Management and Budget (OMB) has approved, for a period of three years, an information collection associated with certain rules for the Connect America Fund contained in the Commission's 
                        <E T="03">Enhanced A-CAM Order</E>
                         of August 17, 2023, and 
                        <E T="03">Connect America Fund Order</E>
                         of April 10, 2024 (Orders). This document is consistent with the 
                        <E T="03">Orders,</E>
                         which stated that the Commission would publish a document in the 
                        <E T="04">Federal Register</E>
                         announcing the effective date of the revised information collection requirement.
                    </P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The amendments to § 54.313(f)(1) introductory text, (f)(1)(i), and (f)(6) published at 88 FR 55918, August 17, 2023 and the amendments to § 54.313 heading and paragraphs (a)(2) and (3), (a)(6) introductory text, (g), and (i) (amendatory instruction 10), and § 54.314 (amendatory instruction 11) published at 89 FR 25147, April 10, 2024 are effective July 9, 2025.</P>
                </EFFDATE>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Jesse Jachman, Wireline Competition Bureau at (202) 418-7400 or TTY (202) 418-0484. For additional information concerning the Paperwork Reduction Act (PRA) information collection requirements contact Nicole Ongele at (202) 418-2991 or via email at 
                        <E T="03">Nicole.Ongele@fcc.gov.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <PRTPAGE P="30214"/>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    The Commission submitted revised information collection requirements for review and approval by OMB, as required by the PRA of 1995, on May 28, 2024. OMB approved the revised information collection requirements on June 29, 2025. The information collection requirements are contained in the Commission's 
                    <E T="03">Enhanced A-CAM Order,</E>
                     WC Docket No. 10-90 et al., FCC 23-60, published at 88 FR 55918, August 17, 2023, and 
                    <E T="03">Connect America Fund Order,</E>
                     WC Docket No. 10-90 et al., FCC 23-87, published at 89 FR 25147, April 10, 2024. The OMB Control Number is 3060-0986. The Commission publishes this document as an announcement of the effective date of the rules published on August 17, 2023 and April 10, 2024. If you have any comments on the burden estimates listed in the following, or how the Commission can improve the collections and reduce any burdens caused thereby, please contact Nicole Ongele, Federal Communications Commission, 45 L Street NE, Washington, DC 20554. Please include the OMB Control Number, 3060-0986, in your correspondence. The Commission will also accept your comments via email at 
                    <E T="03">PRA@fcc.gov.</E>
                     To request materials in accessible formats for people with disabilities (Braille, large print, electronic files, audio format), send an email to 
                    <E T="03">fcc504@fcc.gov</E>
                     or call the Consumer and Governmental Affairs Bureau at (202) 418-0530 (voice).
                </P>
                <HD SOURCE="HD1">Synopsis</HD>
                <P>As required by the PRA of 1995 (44 U.S.C. 3507), the Commission is notifying the public that it received OMB approval on June 29, 2025, for the amendments to §§ 54.313(f)(1)(i), 54.313(f)(6)(i), 54.313(f)(6)(ii) and 54.313(f)(6)(iii), published at 88 FR 55918, August 17, 2023 and the amendments to §§ 54.313(a)(2), 54.313(a)(3), 54.313(g), 54.313(i) (amendatory instruction 10), and § 54.314 (amendatory instruction 11) published at 89 FR 25147, April 10, 2024.</P>
                <P>Under 5 CFR part 1320, an agency may not conduct or sponsor a collection of information unless it displays a current, valid OMB Control Number.</P>
                <P>No person shall be subject to any penalty for failing to comply with a collection of information subject to the PRA that does not display a current, valid OMB Control Number. The OMB Control Number is 3060-0986.</P>
                <P>The foregoing notice is required by the PRA of 1995, Public Law 104-13, October 1, 1995, and 44 U.S.C. 3507.</P>
                <P>The total annual reporting burdens and costs for the respondents are as follows:</P>
                <P>
                    <E T="03">OMB Control Number:</E>
                     3060-0986.
                </P>
                <P>
                    <E T="03">OMB Approval Date:</E>
                     June 29, 2025.
                </P>
                <P>
                    <E T="03">OMB Expiration Date:</E>
                     June 30, 2028. 
                </P>
                <P>
                    <E T="03">Title:</E>
                     High-Cost Universal Service Support. 
                </P>
                <P>
                    <E T="03">Form Number:</E>
                     FCC Form 481 and FCC Form 525. 
                </P>
                <P>
                    <E T="03">Respondents:</E>
                     Business or other for-profit, not-for-profit institutions and state, local or tribal government. 
                </P>
                <P>
                    <E T="03">Number of Respondents and Responses:</E>
                     2,229 respondents; 14,172 responses.
                </P>
                <P>
                    <E T="03">Estimated Time per Response:</E>
                     0.1-15 hours.
                </P>
                <P>
                    <E T="03">Frequency of Response:</E>
                     On occasion, quarterly and annual reporting requirements, recordkeeping requirement and third-party disclosure requirement. 
                </P>
                <P>
                    <E T="03">Obligation to Respond:</E>
                     Required to obtain or retain benefits. Statutory authority for this information collection is contained in 47 U.S.C. 151-154, 155, 201-206, 214, 218-220, 251, 252, 254, 256, 303(r), 332, 403, 405, 410, and 1302.
                </P>
                <P>
                    <E T="03">Total Annual Burden:</E>
                     51,573 hours. 
                </P>
                <P>
                    <E T="03">Total Annual Cost:</E>
                     No Cost.
                </P>
                <P>
                    <E T="03">Needs and Uses:</E>
                     The Commission is requesting the Office of Management and Budget (OMB) approval for this revised information collection. On November 18, 2011, the Commission adopted an order reforming its high-cost universal service support mechanisms. 
                    <E T="03">Connect America Fund; A National Broadband Plan for Our Future; Establish Just and Reasonable Rates for Local Exchange Carriers; High-Cost Universal Service Support; Developing a Unified Intercarrier Compensation Regime; Federal-State Joint Board on Universal Service; Lifeline and Link-Up; Universal Service Reform—Mobility Fund,</E>
                     WC Docket Nos. 10-90, 07-135, 05-337, 03-109; GN Docket No. 09-51; CC Docket Nos. 01-92, 96-45; WT Docket No. 10-208, Order and Further Notice of Proposed Rulemaking, 26 FCC Rcd 17663 (2011) (
                    <E T="03">USF/ICC Transformation Order</E>
                    ). The Commission and Wireline Competition Bureau (WCB or the Bureau) have since adopted a number of orders that implement the 
                    <E T="03">USF/ICC Transformation Order; see also Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Third Order on Reconsideration, 27 FCC Rcd 5622 (2012); 
                    <E T="03">Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Order, 27 FCC Rcd 605 (WCB 2012); 
                    <E T="03">Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Fifth Order on Reconsideration, 27 FCC Rcd 14549 (2012); 
                    <E T="03">Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Order, 28 FCC Rcd 2051 (WCB 2013); 
                    <E T="03">Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Order, 28 FCC Rcd 7227 (WCB 2013); 
                    <E T="03">Connect America Fund,</E>
                     WC Docket No. 10-90, Report and Order, 28 FCC Rcd 7766 (WCB 2013); 
                    <E T="03">Connect America Fund,</E>
                     WC Docket No. 10-90, Report and Order, 28 FCC Rcd 7211 (WCB 2013); 
                    <E T="03">Connect America Fund,</E>
                     WC Docket No. 10-90, Report and Order, 28 FCC Rcd 10488 (WCB 2013); Connect America Fund et al., WC Docket No. 10-90 et al., Report and Order and Further Notice of Proposed Rulemaking, 29 FCC Rcd 8769 (2014); 
                    <E T="03">Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Report and Order, Order and Order on Reconsideration and Further Notice of Proposed Rulemaking, 31 FCC Rcd 3087 (2016); 
                    <E T="03">Connect America Fund, et al.,</E>
                     WC Docket No. 10-90, et al., Report and Order and Further Notice of Proposed Rulemaking, 31 FCC Rcd 5949 (2016); 
                    <E T="03">Connect America Fund et al.,</E>
                     WC Docket Nos. 10-90, 16-271; WT Docket No. 10-208, Report and Order and Further Notice of Proposed Rulemaking, 31 FCC Rcd 10139 (2016); 
                    <E T="03">Connect America Fund; ETC Annual Reports and Certifications,</E>
                     WC Docket Nos. 10-90, 14-58, Order, 32 FCC Rcd 968 (2017); 
                    <E T="03">Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Report and Order, Further Notice of Proposed Rulemaking, and Order on Reconsideration, 33 FCC Rcd 11893 (2018); 
                    <E T="03">Connect America Fund; ETC Annual Reports and Certifications,</E>
                     WC Docket Nos. 10-90, 14-58, Report and Order, 32 FCC Rcd 5944 (2017).
                </P>
                <P>
                    In 2019, the Commission adopted an order establishing the Uniendo a Puerto Rico Fund (PR Fund) and the Connect USVI Fund, a separate, parallel high-cost program for the U.S. territories suffering extensive infrastructure damage due to Hurricanes Irma and Maria. 
                    <E T="03">The Uniendo a Puerto Rico Fund and the Connect USVI Fund, et al.,</E>
                     WC Docket No. 18-143, et al., Report and Order and Order on Reconsideration, 34 FCC Rcd 9109 (2019) (
                    <E T="03">Puerto Rico and USVI Stage 2 Order).</E>
                     Also, in the 
                    <E T="03">2019 Supply Chain Order,</E>
                     the Commission adopted a rule prohibiting the use of Universal Service Fund (USF) support, including high-cost universal service support, to purchase or obtain any equipment or services produced or provided by a covered company posing a national security threat to the integrity of communications networks or the communications supply chain. 
                    <E T="03">Protecting Against National Security Threats to the Communications Supply Chain Through FCC Programs,</E>
                     WC 
                    <PRTPAGE P="30215"/>
                    Docket No. 18-89, Report and Order, Further Notice of Proposed Rulemaking, and Order, 34 FCC Rcd 11423, 11433, paragraph 26 (WCB 2019). 
                    <E T="03">See also</E>
                     47 CFR 54.9.
                </P>
                <P>
                    On January 30, 2020, the Commission adopted an order establishing the framework for the Rural Digital Opportunity Fund (RDOF), building on the successful CAF Phase II auction. 
                    <E T="03">Rural Digital Opportunity Fund; Connect America Fund,</E>
                     WC Docket Nos. 19-126 and 10-90, Report and Order, 35 FCC Rcd 686 (2020) (
                    <E T="03">RDOF Order</E>
                    ). Later that year, the Commission adopted two additional supply chain rules associated with newly required certifications. 
                    <E T="03">Protecting Against National Security Threats to the Communications Supply Chain Through FCC Programs,</E>
                     WC Docket No. 18-89, Second Report and Order, 35 FCC Rcd 14284 (2020) (
                    <E T="03">2020 Supply Chain Order</E>
                    ).
                </P>
                <P>Through several orders, the Commission has reconfigured and extended certain high-cost programs, adding obligations applicable to these particular programs, and has changed, modified, and eliminated certain other obligations for high-cost support. These changes are outlined in the following:</P>
                <P>
                    In 2018, the Bureau announced that, as of March 1, 2018, and continuing with annual reports due March 1 in subsequent years, recipients of Rural Broadband Experiments (RBE) support would no longer submit location information and associated evidence with their annual FCC Form 481, as previously required, but would instead submit this information using the Universal Service Administrative Company (USAC or the Administrator)'s High-Cost Universal Broadband (HUBB) portal. 
                    <E T="03">See Wireline Competition Bureau Provides Guidance to Carriers Receiving Connect America Fund Support Regarding their Broadband Location Reporting Obligations,</E>
                     Public Notice, 31 FCC Rcd 12900, 12908 (WCB 2016). OMB approved the collection of this location information through the HUBB in OMB Control No. 3060-1228, Connect America Fund—High Cost Portal Filing. This collection now reflects that this obligation is being collected under OMB Control No. 3060-1228.
                </P>
                <P>
                    On July 23, 2023, the Commission established the Enhanced Alternative Connect America Cost Model (A-CAM) program, the next iteration of the A-CAM programs. 
                    <E T="03">See Connect America Fund: A National Broadband Plan for Our Future High-Cost Universal Service Support et al.,</E>
                     WC Docket No. 10-90 et al., Report and Order, Notice of Proposed Rulemaking, and Notice of Inquiry, FCC 23-60 (rel. July 24, 2023) (
                    <E T="03">Enhanced A-CAM Order</E>
                    ). Under the Enhanced A-CAM program, carriers electing to receive Enhanced A-CAM support will receive such support for a term ending in 2038, for broadband deployment with speeds of at least 100 Mbps download and 20 Mbps upload, and will be subject to reporting and certification obligations associated with Enhanced A-CAM support. 
                    <E T="03">See Enhanced A-CAM Order</E>
                     at 24 through 27, paragraphs 52—59. On October 30, 2023, the Bureau announced that 368 carriers electing Enhanced A-CAM will receive $18.28 billion in total over the 15-year term. 
                    <E T="03">See Wireline Competition Bureau Authorizes 368 Companies in 44 States to Receive Enhanced Alternative Connect America Cost Model Support to Expand Rural Broadband,</E>
                     WC Docket No. 10-90, Public Notice, DA 23-1025 (WCB 2023).
                </P>
                <P>
                    On October 20, 2023, the Commission adopted an Order, that among other things, modified and clarified certain requirements associated with FCC Form 481 and similar filings. 
                    <E T="03">See Connect America Fund et al.,</E>
                     WC Docket No. 10-90 et al., Notice of Proposed Rulemaking and Report and Order, FCC 23-87 (rel. Oct. 20, 2023) (
                    <E T="03">Administrative Order</E>
                    ). The 
                    <E T="03">Administrative Order</E>
                     updated the rules to properly state that duplicate copies of the annual high-cost reports and certifications, 
                    <E T="03">i.e.,</E>
                     the FCC Form 481, as described in §§ 54.313 and 54.314 of the Commission's rules, need not be filed with more than one entity; carriers must now only file the FCC Form 481 with USAC. 
                    <E T="03">See Administrative Order</E>
                     at 60 through 62, paras. 133-34; 47 CFR 54.313-14. 
                    <E T="03">See also Connect America Fund; ETC Annual Reports and Certifications,</E>
                     WC Docket Nos. 10-90, 14-58, Report and Order, 32 FCC Rcd 5944, 5948, paragraph 15 (2017) (
                    <E T="03">ETC Reporting Streamlining Order</E>
                    ) (“[C]ontingent upon USAC's completion of the rollout of an online portal for recipients of high cost services, we will no longer require ETCs to file duplicate copies of Form 481 with the FCC and with states, U.S. Territories, and/or Tribal governments beginning in 2018.”). The 
                    <E T="03">Administrative Order</E>
                     also made explicit that the required certification of compliance with voice and broadband benchmarks in FCC Form 481 covers the calendar year preceding the date that the FCC Form 481 is due, and is based on benchmarks released by the Commission before that calendar year (two years before the year that the FCC Form 481 is due to be submitted). 
                    <E T="03">See Administrative Order</E>
                     at 67, paragraph 150.
                </P>
                <P>The Commission therefore revises this information collection, as well as the Form 481 and its accompanying instructions, to reflect these new and modified requirements.</P>
                <SIG>
                    <FP>Federal Communications Commission.</FP>
                    <NAME>Marlene Dortch,</NAME>
                    <TITLE>Secretary, Office of the Secretary. </TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12696 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6712-01-P</BILCOD>
        </RULE>
        <RULE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF COMMERCE</AGENCY>
                <SUBAGY>National Oceanic and Atmospheric Administration</SUBAGY>
                <CFR>50 CFR Part 217</CFR>
                <DEPDOC>[Docket No. 250623-0106]</DEPDOC>
                <RIN>RIN 0648-BN36</RIN>
                <SUBJECT>Takes of Marine Mammals Incidental to Specified Activities; Taking Marine Mammals Incidental to Rocky Intertidal Monitoring Surveys Along the Oregon and California Coasts</SUBJECT>
                <HD SOURCE="HD2">Correction</HD>
                <P>In rule document 2025-11748 beginning on page 27245 in the issue of Thursday, June 26, 2025, make the following correction:</P>
                <SUBPART>
                    <HD SOURCE="HED">Subpart K—Corrected</HD>
                </SUBPART>
                <REGTEXT TITLE="50" PART="217">
                    <AMDPAR>On page 27252, in the second column, in the first and second lines,</AMDPAR>
                    <AMDPAR>2. Revise and republish subpart K to part 217 to read as follows:</AMDPAR>
                    <P>should read:</P>
                    <AMDPAR>2. Add subpart K to part 217 to read as follows:</AMDPAR>
                </REGTEXT>
            </PREAMB>
            <FRDOC>[FR Doc. C1-2025-11748 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 0099-10-D</BILCOD>
        </RULE>
    </RULES>
    <VOL>90</VOL>
    <NO>129</NO>
    <DATE>Wednesday, July 9, 2025</DATE>
    <UNITNAME>Proposed Rules</UNITNAME>
    <PRORULES>
        <PRORULE>
            <PREAMB>
                <PRTPAGE P="30216"/>
                <AGENCY TYPE="F">ENVIRONMENTAL PROTECTION AGENCY</AGENCY>
                <CFR>40 CFR Part 721</CFR>
                <DEPDOC>[EPA-HQ-OPPT-2023-0245; FRL-10985-04-OCSPP]</DEPDOC>
                <RIN>RIN 2070-AB27</RIN>
                <SUBJECT>Significant New Use Rules on Certain Chemical Substances (23-2.5e); Withdrawal</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Environmental Protection Agency (EPA).</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Proposed rule; withdrawal.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        In the 
                        <E T="04">Federal Register</E>
                         of June 20, 2023, EPA proposed significant new use rules (SNURs) under the Toxic Substances Control Act (TSCA) for 18 chemical substances that were the subject of premanufacture notices (PMNs) and a subsequent TSCA Order. EPA is withdrawing the proposed rules because the Agency withdrew the TSCA Order that was the basis of the rules on December 18, 2024.
                    </P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        The proposed rule published at 88 FR 39804 on June 20, 2023, in the 
                        <E T="04">Federal Register</E>
                         (FRL-10985-01-OCSPP) is withdrawn as of July 9, 2025.
                    </P>
                </EFFDATE>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P/>
                    <P>
                        <E T="03">For technical information:</E>
                         Iliriana Mushkolaj, New Chemicals Division (7405M), Office of Pollution Prevention and Toxics, Environmental Protection Agency, 1200 Pennsylvania Ave. NW, Washington, DC 20460-0001; telephone number: (202) 564-6877; email address: 
                        <E T="03">mushkolaj.iliriana@epa.gov.</E>
                    </P>
                    <P>
                        <E T="03">For general information on SNURs:</E>
                         William Wysong, New Chemicals Division (7405M), Office of Pollution Prevention and Toxics, Environmental Protection Agency, 1200 Pennsylvania Ave. NW, Washington, DC 20460-0001; telephone number: (202) 564-4163; email address: 
                        <E T="03">wysong.william@epa.gov.</E>
                    </P>
                    <P>
                        <E T="03">For general information on TSCA:</E>
                         The TSCA-Hotline, ABVI-Goodwill, 422 South Clinton Ave., Rochester, NY 14620; telephone number: (202) 554-1404; email address: 
                        <E T="03">TSCA-Hotline@epa.gov.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">I. Does this action apply to me?</HD>
                <P>
                    A list of potentially affected entities is provided in the 
                    <E T="04">Federal Register</E>
                     of June 20, 2023 (88 FR 39804 (FRL-10985-01-OCSPP)). If you have questions regarding the applicability of this action to a particular entity, consult the technical person listed under 
                    <E T="02">FOR FURTHER INFORMATION CONTACT</E>
                    .
                </P>
                <HD SOURCE="HD1">II. What proposed rule is being withdrawn?</HD>
                <P>
                    In the 
                    <E T="04">Federal Register</E>
                     of June 20, 2023 (88 FR 39804 (FRL-10985-01-OCSPP)), EPA proposed SNURs pursuant to TSCA section 5(a)(2) (15 U.S.C. 2604(a)(2)) that would require persons who intend to manufacture (defined by statute to include import) or process any of 18 specific chemical substances derived from plastic waste for an activity that is proposed as a significant new use by this rule to notify EPA at least 90 days before commencing that activity. These chemical substances were subject to an August 25, 2022 TSCA section 5(e) Order imposed by EPA after review of PMNs for these substances.
                </P>
                <P>The proposed SNURs identified significant new uses to include any manufacturing, processing, use, distribution in commerce, or disposal that does not conform to the restrictions imposed by the underlying TSCA section 5(e) Order. An additional proposed significant new use was manufacturing or processing of the chemical substances using feedstocks that contain any amount of heavy metals (arsenic, cadmium, chromium VI, lead, mercury), dioxins, phthalates, per- and polyfluoroalkyl substances (PFAS), polybrominated diphenyl ethers (PBDEs), alkylphenols, perchlorates, benzophenone, bisphenol A (BPA), organochlorine pesticides (OCPs), ethyl glycol, methyl glycol, or N-methyl-2- pyrrolidone (NMP).</P>
                <P>
                    On April 7, 2023, petitioners filed a Petition for Review of the TSCA section 5(e) Order. 
                    <E T="03">See Cherokee Concerned Citizens</E>
                     v. 
                    <E T="03">EPA, et al.,</E>
                     No. 23-1096 (D.C. Cir.). Given certain potential infirmities with the Order, EPA sought voluntary remand of the TSCA section 5(e) Order to reconsider it. On December 4, 2024, the court issued an order granting EPA's motion for voluntary remand. EPA withdrew the TSCA section 5(e) Order (and associated determinations regarding the PMNs) on December 18, 2024. At the time that the TSCA section 5(e) Order was withdrawn, manufacture of the chemical substances had not yet commenced.
                </P>
                <P>In addition, since the proposed rule's publication, EPA has received 30 comments, including adverse ones, which encouraged the Agency to remand or modify the TSCA section 5(e) Order and SNURs. Consistent with the withdrawal of the TSCA 5(e) Order, and for the reasons above, EPA is withdrawing the proposed rules. Copies of the comments are available in the docket.</P>
                <HD SOURCE="HD1">III. How do I access the docket?</HD>
                <P>
                    To access the docket, please go to 
                    <E T="03">https://www.regulations.gov</E>
                     and follow the online instructions using the docket ID number EPA-HQ-OPPT-2023-0245. Additional information about the Docket Facility is also provided under 
                    <E T="02">ADDRESSES</E>
                     in the June 20, 2023, 
                    <E T="04">Federal Register</E>
                     document. If you have questions, consult the technical person listed under 
                    <E T="02">FOR FURTHER INFORMATION CONTACT</E>
                    .
                </P>
                <HD SOURCE="HD1">IV. Statutory and Executive Order Reviews</HD>
                <P>
                    This action withdraws proposed regulatory requirements published in the 
                    <E T="04">Federal Register</E>
                    . As such, the Agency has determined that this action will not have any adverse impacts, economic or otherwise. The statutory and executive order review requirements applicable to this proposed rule were discussed in the June 20, 2023, 
                    <E T="04">Federal Register</E>
                     document. However, those review requirements do not apply to this action because it is a withdrawal.
                </P>
                <LSTSUB>
                    <HD SOURCE="HED">List of Subjects in 40 CFR Part 721</HD>
                    <P>Environmental protection, Chemicals, Hazardous substances, Reporting and recordkeeping requirements.</P>
                </LSTSUB>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Mary Elissa Reaves,</NAME>
                    <TITLE>Director, Office of Pollution Prevention and Toxics.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12704 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6560-50-P</BILCOD>
        </PRORULE>
        <PRORULE>
            <PREAMB>
                <PRTPAGE P="30217"/>
                <AGENCY TYPE="N">DEPARTMENT OF HEALTH AND HUMAN SERVICES</AGENCY>
                <SUBAGY>Centers for Medicare &amp; Medicaid Services</SUBAGY>
                <CFR>42 CFR Parts 405, 414, 424, 455, 484, and 498</CFR>
                <DEPDOC>[CMS-1828-P]</DEPDOC>
                <RIN>RIN 0938-AV53</RIN>
                <SUBJECT>Medicare and Medicaid Programs; Calendar Year 2026 Home Health Prospective Payment System (HH PPS) Rate Update; Requirements for the HH Quality Reporting Program and the HH Value-Based Purchasing Expanded Model; Durable Medical Equipment, Prosthetics, Orthotics, and Supplies (DMEPOS) Competitive Bidding Program Updates; DMEPOS Accreditation Requirements; Provider Enrollment; and Other Medicare and Medicaid Policies</SUBJECT>
                <HD SOURCE="HD2">Correction</HD>
                <P>In Proposed Rule Document 2025-12347, appearing on pages 29108 through 29339, in the issue of Wednesday, July 2, 2025, make the following correction:</P>
                <P>
                    On page 29108, in the first column, in the 
                    <E T="02">DATES</E>
                     section, the entry “December 2, 2023” should read “August 29, 2025”.
                </P>
            </PREAMB>
            <FRDOC>[FR Doc. C1-2025-12347 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 0099-10-D</BILCOD>
        </PRORULE>
        <PRORULE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF TRANSPORTATION</AGENCY>
                <SUBAGY>Federal Motor Carrier Safety Administration</SUBAGY>
                <CFR>49 CFR Parts 392 and 393</CFR>
                <DEPDOC>[Docket No. FMCSA-2025-0110]</DEPDOC>
                <RIN>RIN 2126-AC84</RIN>
                <SUBJECT>Parts and Accessories Necessary for Safe Operation; Liquid-Burning Flares; Correction</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Motor Carrier Safety Administration (FMCSA), Department of Transportation (DOT).</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of proposed rulemaking (NPRM); correction.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        In an NPRM published in the 
                        <E T="04">Federal Register</E>
                         on May 30, 2025, FMCSA proposed to remove references to liquid-burning flares from the warning device requirements in the Federal Motor Carrier Safety Regulations. This proposed revision would remove outdated language referring to warning devices that FMCSA believes are no longer used. On June 5, 2025, FMCSA published a correction to address an error in the docket number, errors in the 
                        <E T="02">ADDRESSES</E>
                         section, and errors in the 
                        <E T="02">SUPPLEMENTARY INFORMATION</E>
                         section of the NPRM. Both the NPRM and subsequent correction contained an error in the regulation identification number (RIN).
                    </P>
                </SUM>
                <EFFDATE>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>This correction is effective July 9, 2025. Comments on the NPRM must still be received on or before July 29, 2025.</P>
                </EFFDATE>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Mr. David Sutula, Chief, Vehicle and Roadside Operations Division, FMCSA, 1200 New Jersey Avenue SE, Washington, DC 20590-0001; (202) 366-9209; 
                        <E T="03">David.Sutula@dot.gov.</E>
                         If you have questions on viewing or submitting material to the docket, call Dockets Operations at (202) 366-9826.
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    In FR Doc. 2025-09710 appearing on page 22919 in the 
                    <E T="04">Federal Register</E>
                     of May 30, 2025, the following correction is made:
                </P>
                <P>1. On page 22919, in the second column, remove the RIN which reads “2126-AC85” and add in its place “2126-AC84”.</P>
                <P>
                    In FR Doc. 2025-10244 appearing on page 23868 in the 
                    <E T="04">Federal Register</E>
                     of June 5, 2025, the following correction is made:
                </P>
                <P>1. On page 23868, in the third column, remove the RIN which reads “2126-AC85” and add in its place “2126-AC84”.</P>
                <SIG>
                    <P>Issued under authority delegated in 49 CFR 1.87.</P>
                    <NAME>Larry W. Minor,</NAME>
                    <TITLE>Associate Administrator for Policy.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12721 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4910-EX-P</BILCOD>
        </PRORULE>
    </PRORULES>
    <VOL>90</VOL>
    <NO>129</NO>
    <DATE>Wednesday, July 9, 2025</DATE>
    <UNITNAME>Notices</UNITNAME>
    <NOTICES>
        <NOTICE>
            <PREAMB>
                <PRTPAGE P="30218"/>
                <AGENCY TYPE="N">COMMISSION ON CIVIL RIGHTS</AGENCY>
                <SUBJECT>Notice of Public Meeting of the Oregon Advisory Committee; Cancellation</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Commission on Civil Rights.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice; cancellation of meeting.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        The Commission on Civil Rights published a notice in the 
                        <E T="04">Federal Register</E>
                         concerning a meeting of the Oregon Advisory Committee. The meeting, scheduled for Wednesday, July 9, 2025, at 12:00 p.m. PT, has been cancelled. The notice is in the 
                        <E T="04">Federal Register</E>
                         on Tuesday, June 17, 2025, in FR Document Number 2025-11158 on pages 25583-84.
                    </P>
                </SUM>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Angelica Trevino, Support Services Specialist, at 
                        <E T="03">atrevino@usccr.gov</E>
                         or (202) 695-8935.
                    </P>
                    <SIG>
                        <DATED>Dated: July 7, 2025.</DATED>
                        <NAME>David Mussatt,</NAME>
                        <TITLE>Supervisory Chief, Regional Programs Unit.</TITLE>
                    </SIG>
                </FURINF>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12751 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">COMMISSION ON CIVIL RIGHTS</AGENCY>
                <SUBJECT>Notice of Public Meetings of the Indiana Advisory Committee to the U.S. Commission on Civil Rights</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>U.S. Commission on Civil Rights.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of Public Meetings.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Notice is hereby given, pursuant to the provisions of the rules and regulations of the U.S. Commission on Civil Rights (Commission) and the Federal Advisory Committee Act, that the Indiana Advisory Committee (Committee) to the U.S. Commission on Civil Rights will hold additional public business meetings via Zoom. The purpose of these meetings is to review, revise, and vote on sections of the Committee's report on hate crimes in Indiana, as appropriate.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P/>
                </DATES>
                <FP SOURCE="FP-1">• Thursday, August 7, 2025, from 1:00 p.m.-2:30 p.m. Eastern Time</FP>
                <FP SOURCE="FP-1">• Thursday, September 4, 2025, from 1:00 p.m.-2:30 p.m. Eastern Time</FP>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>These meetings will be held via Zoom Webinar.</P>
                    <P>
                        <E T="03">August 7th Meeting Information:</E>
                    </P>
                    <FP SOURCE="FP-1">
                        • 
                        <E T="03">Registration Link (Audio/Visual): https://www.zoomgov.com/webinar/register/WN_H4ZkvGOtS8apRuw5D8iSQw</E>
                    </FP>
                    <FP SOURCE="FP-1">
                        • 
                        <E T="03">Join by Phone (Audio Only):</E>
                         (833) 435-1820 USA Toll-Free; Webinar ID: 160 013 1238
                    </FP>
                    <P>
                        <E T="03">September 4th Meeting Information:</E>
                    </P>
                    <FP SOURCE="FP-1">
                        • 
                        <E T="03">Registration Link (Audio/Visual): https://www.zoomgov.com/webinar/register/WN_M-6S08ESQNasrtGnWv_KBQ</E>
                    </FP>
                    <FP SOURCE="FP-1">
                        • 
                        <E T="03">Join by Phone (Audio Only):</E>
                         (833) 435-1820 USA Toll-Free; Webinar ID: 161 049 2513
                    </FP>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Ana Victoria Fortes, Designated Federal Officer, at 
                        <E T="03">afortes@usccr.gov</E>
                         or (202) 681-0857.
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    These Committee meetings are available to the public through the registration link above. Any interested members of the public may attend these meetings. An open comment period will be provided to allow members of the public to make oral comments as time allows. Pursuant to the Federal Advisory Committee Act, public minutes of each meeting will include a list of persons who are present at the meeting. If joining via phone, callers can expect to incur regular charges for calls they initiate over wireless lines, according to their wireless plan. The Commission will not refund any incurred charges. Callers will incur no charge for calls they initiate over land-line connections to the toll-free telephone number. Closed captioning is available by selecting “CC” in the meeting platform. To request additional accommodations, please email 
                    <E T="03">svillanueva@usccr.gov</E>
                     at least 10 business days prior to each meeting.
                </P>
                <P>
                    Members of the public are entitled to submit written comments; the comments must be received in the regional office within 30 days following each scheduled meeting. Written comments may be emailed to Sarah Villanueva at 
                    <E T="03">svillanueva@usccr.gov.</E>
                     Persons who desire additional information may contact the Regional Programs Coordination Unit at (202) 681-0857.
                </P>
                <P>
                    Records generated from each meeting may be inspected and reproduced at the Regional Programs Coordination Unit Office, as they become available, both before and after the meeting. Records of each meeting will be available via the file sharing website, 
                    <E T="03">https://bit.ly/47mDPeL.</E>
                     Persons interested in the work of this Committee are directed to the Commission's website, 
                    <E T="03">http://www.usccr.gov,</E>
                     or may contact the Regional Programs Coordination Unit at 
                    <E T="03">svillanueva@usccr.gov.</E>
                </P>
                <HD SOURCE="HD1">Agenda</HD>
                <FP SOURCE="FP-2">I. Welcome, Roll Call, and Announcements</FP>
                <FP SOURCE="FP-2">II. Committee Discussion</FP>
                <FP SOURCE="FP-2">III. Next Steps</FP>
                <FP SOURCE="FP-2">IV. Public Comment</FP>
                <FP SOURCE="FP-2">V. Adjournment</FP>
                <SIG>
                    <DATED>Dated: July 7, 2025.</DATED>
                    <NAME>David Mussatt,</NAME>
                    <TITLE>Supervisory Chief, Regional Programs Unit.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12771 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">COMMISSION ON CIVIL RIGHTS</AGENCY>
                <SUBJECT>Notice of Public Meeting of the Texas Advisory Committee</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>U.S. Commission on Civil Rights</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Announcement of Virtual Business Meetings</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Notice is hereby given, pursuant to the provisions of the rules and regulations of the U.S. Commission on Civil Rights (Commission) and the Federal Advisory Committee Act (FACA) that the Texas Advisory Committee (Committee) to the U.S. Commission on Civil Rights will hold virtual business meetings via ZoomGov on the following dates and times listed below. The purpose of these meetings is to review their report on maternal mortality and to begin to discuss their post-report activities.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>These meetings will take place on:</P>
                </DATES>
                <FP SOURCE="FP-1">• Wednesday, August 6th, from 12:00p.m.-1:00p.m. CT.</FP>
                <FP SOURCE="FP-1">• Tuesday, August 26th, from 12:00p.m.-1:00p.m. CT.</FP>
                <P>
                    <E T="03">Zoom Webinar Link to Join (Audio/Visual).</E>
                    <PRTPAGE P="30219"/>
                </P>
                <P>Wednesday, August 6th, from 12:00p.m.-1:00p.m. CT.</P>
                <P>
                    <E T="03">https://www.zoomgov.com/s/1612684774.</E>
                </P>
                <P>Tuesday, August 26th, from 12:00p.m.-1:00p.m. CT.</P>
                <P>
                    <E T="03">https://www.zoomgov.com/s/1610407183.</E>
                </P>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P/>
                    <P>
                        Brooke Peery, Designated Federal Officer (DFO) at 
                        <E T="03">bpeery@usccr.gov</E>
                         or by phone at (202) 701-1376.
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    Committee meetings are available to the public through the videoconference link above. Any interested member of the public may listen to the meeting. An open comment period will be provided to allow members of the public to make a statement as time allows. Per the Federal Advisory Committee Act, public minutes of the meeting will include a list of persons who are present at the meeting. If joining via phone, callers can expect to incur regular charges for calls they initiate over wireless lines, according to their wireless plan. The Commission will not refund any incurred charges. Closed captioning will be available for individuals who are deaf, hard of hearing, or who have certain cognitive or learning impairments. To request additional accommodations, please email Angelica Trevino, Support Services Specialist, 
                    <E T="03">atrevino@usccr.gov</E>
                     at least 10 business days prior to the meeting.
                </P>
                <P>
                    Members of the public are entitled to make comments during the open period at the end of the meeting. Members of the public may also submit written comments; the comments must be received in the Regional Programs Unit within 30 days following the meeting. Written comments can be sent via email to Brooke Peery (DFO) at 
                    <E T="03">bpeery@usccr.gov.</E>
                </P>
                <P>
                    Records generated from this meeting may be inspected and reproduced at the Regional Programs Coordination Unit Office, as they become available, both before and after the meeting. Records of the meetings will be available via 
                    <E T="03">www.facadatabase.gov</E>
                     under the Commission on Civil Rights, Texas Advisory Committee link. Persons interested in the work of this Committee are directed to the Commission's website, 
                    <E T="03">http://www.usccr.gov,</E>
                     or may contact the Regional Programs Coordination Unit at 
                    <E T="03">atrevino@usccr.gov.</E>
                </P>
                <HD SOURCE="HD1">Agenda</HD>
                <FP SOURCE="FP-2">I. Welcome &amp; Roll Call</FP>
                <FP SOURCE="FP-2">II. Approval of Minutes</FP>
                <FP SOURCE="FP-2">III. Committee Discussion</FP>
                <FP SOURCE="FP-2">IV. Public Comment</FP>
                <FP SOURCE="FP-2">V. Adjournment</FP>
                <SIG>
                    <DATED>Dated: July 7, 2025.</DATED>
                    <NAME>David Mussatt,</NAME>
                    <TITLE>Supervisory Chief, Regional Programs Unit.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12750 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6335-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF DEFENSE</AGENCY>
                <SUBAGY>Department of the Air Force</SUBAGY>
                <SUBJECT>Proposed Rocket Cargo Vanguard Program at Johnston Atoll</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Department of the Air Force, Department of Defense.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Abeyance of environmental assessment preparation.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Department of the Air Force (DAF) has elected to hold in abeyance the Rocket Cargo Vanguard Program (“Program”) Environmental Assessment (EA) proposed for Johnston Atoll.</P>
                </SUM>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>Ms. Laura Yates (SAF/IEIP), 1665 Air Force Pentagon, Washington, DC 20330-1665.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Ms. Laura Yates (SAF/IEIP), (703) 692-1484; 
                        <E T="03">laura.yates.1@us.af.mil.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The DAF was preparing an EA for Johnston Atoll to support testing, demonstration, and evaluation of capabilities under the Program to include the construction and operation of no more than two landing pads and up to 10 reentry vehicle landings per year over four consecutive years. During the period of abeyance, the Air Force Research Laboratory will consider whether there are available options for conducting the demonstration at a location other than Johnston Atoll. The DAF will continue to ensure full compliance with the National Environmental Policy Act and other applicable laws on this activity.</P>
                <SIG>
                    <NAME>Tommy W. Lee,</NAME>
                    <TITLE>Acting Air Force Federal Register Liaison Officer.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12708 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 3911-44-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF DEFENSE</AGENCY>
                <SUBAGY>Office of the Secretary</SUBAGY>
                <DEPDOC>[Docket ID: DoD-2025-OS-0018]</DEPDOC>
                <SUBJECT>Notice of Request for Comments on Executive Order 14265, Modernizing Defense Acquisitions and Spurring Innovation in the Defense Industrial Base</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Small Business Programs, Office of the Assistant Secretary of Defense (Industrial Base Policy), Department of Defense (DoD).</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of request for public comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>President Donald J. Trump issued an executive order (E.O.) to accelerate defense procurement and revitalize the defense industrial base by reforming defense acquisition processes and modernizing the composition of the defense acquisition workforce. Small businesses play a crucial role in safeguarding national security by delivering innovative technologies, unique capabilities, and critical support to our military forces. In recognition of these significant contributions, the Department seeks public comment on this E.O. This input will be used to support implementation of this presidential action.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The due date for submitting comments is August 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>You may submit comments, identified by docket number and title, by the following methods:</P>
                    <P>
                        <E T="03">Federal eRulemaking Portal: https://www.regulations.gov.</E>
                         Follow the instructions for submitting comments.
                    </P>
                    <P>
                        <E T="03">Mail:</E>
                         Department of Defense, Office of the Assistant to the Secretary of Defense for Privacy, Civil Liberties, and Transparency, Regulatory Directorate, 4800 Mark Center Drive, Mailbox #24, Suite 05F16, Alexandria, VA 22350-1700.
                    </P>
                    <P>
                        <E T="03">Instructions:</E>
                         All submissions received must include the agency name, docket number, and title for this 
                        <E T="04">Federal Register</E>
                         document. The general policy for comments and other submissions from members of the public is to make these submissions available as they are received, without change, including any personal identifiers or contact information for public viewing on the internet at 
                        <E T="03">http://www.regulations.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Dr. Jacqueline Charles, Associate Director, of the DoD, Office of Small Business Programs, at (703) 692-0935 or 
                        <E T="03">osd.pentagon.ousd-a-s.mbx.osbp-policy-legislative-affairs@mail.mil.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">
                    SUPPLEMENTARY INFORMATION:
                    <PRTPAGE P="30220"/>
                </HD>
                <HD SOURCE="HD1">Background</HD>
                <P>E.O. 14265, Modernizing Defense Acquisitions and Spurring Innovation in the Defense Industrial Base, focuses on reforming the DoD acquisition processes to accelerate the procurement of advanced technologies and revitalize the defense industrial base by prioritizing commercial solutions, streamlining decision-making, and encouraging innovation within the defense sector. In support of this E.O., the Department maintains its commitment to reversing the decline of the numbers of small businesses in the defense industrial base by reducing barriers to entry and increasing the competition and innovation needed to provide the best systems, technologies, services, and products to support the Warfighter as outlined in the Department's strategic small business plan. Small businesses spur innovation as they are essential to the strength and resilience of the defense industrial base. They play a crucial role in safeguarding national security by delivering innovative technologies, unique capabilities, and critical support to our military forces.</P>
                <P>The Department seeks comments from the public on E.O. 14265 to assist the Department to implement this E.O. and gain insight from industry on acquisition reform, revisions to DoD regulations that would improve relationships between the Department and small businesses, restructuring of the acquisition workforce to support incentivizing and rewarding risk-taking in innovation towards commercial solutions and streamlined acquisitions under the Adaptative Acquisition Framework, and the review of the Joint Capabilities Integration and Development System to streamline the acceleration of acquisitions.</P>
                <P>The Department is specifically interested in comments and information from small businesses currently in or interested in becoming part of the defense industrial base.</P>
                <HD SOURCE="HD1">Written Comments</HD>
                <P>The Department is interested in comments and information directed to the policy objectives listed in E.O. 14265 as they affect reforming and modernizing the DoD acquisition process. The Department is seeking comments from small businesses as well as from those with relevant expertise on the following topics:</P>
                <P>
                    <E T="03">i. Acquisition Process Reform.</E>
                     Modernization of the current DoD acquisition process to accelerate procurement of advanced technologies, revitalize the defense industrial base, prioritize commercial solutions, streamline decision-making, and encourage innovation within the defense sector.
                </P>
                <P>
                    <E T="03">ii. Regulations Review.</E>
                     Revisions to DoD regulations that would help relationships between the Department and small businesses.
                </P>
                <P>
                    <E T="03">iii. Acquisition Workforce Reform.</E>
                     Restructuring of the acquisition workforce to support incentivizing and rewarding risk-taking in innovation towards commercial solutions and streamlined acquisitions under the Adaptative Acquisition Framework.
                </P>
                <P>
                    <E T="03">iv. Requirements.</E>
                     Review of the Joint Capabilities Integration and Development System to streamline the acceleration of acquisitions.
                </P>
                <P>The Department encourages respondents to structure their comments using the same text above as identifiers for the areas of inquiry to which they are responding. This will assist the Department in more easily reviewing and summarizing the comments received in response to these specific areas. For example, a commenter submitting comments responsive to.</P>
                <P>
                    <E T="03">i. Acquisition Process Reform.</E>
                     would use that same text as a heading in the public comment followed by the commenter's specific comments in this area. The Department encourages the use of an Executive Summary at the beginning of all comments and information to affect a more efficient Departmental review of the submitted documents.
                </P>
                <HD SOURCE="HD1">Requirements for Written Comments</HD>
                <P>
                    The website at 
                    <E T="03">https://www.regulations.gov</E>
                     allows users to provide comments by filling in a “Type Comment” field, or by attaching a document using an “Upload File” field. The Department prefers those comments be provided in an attached document, preferably in Microsoft Word (.doc) or Adobe Acrobat (.pdf) format. If the submission is provided in a format other than Microsoft Word or Adobe Acrobat, please indicate the name of the application in the “Type Comment” field. Please do not attach separate cover letters to electronic submissions; rather, include any information that might appear in a cover letter within the comments. Similarly, to the extent possible, please include any exhibits, annexes, or other attachments in the same file, so the submission consists of one file instead of multiple files.
                </P>
                <P>
                    Comments (both public comments and non-confidential versions of comments containing business confidential information) will be placed in the docket and open to public inspection. Comments may be viewed on 
                    <E T="03">https://www.regulations.gov</E>
                     by entering docket number DoD-2025-OS-0018 in the search field on the home page. All filers should name their files using the name of the person or entity submitting the comments. Anonymous comments are also accepted. Communications from agencies of the United States Government will not be made available for public inspection.
                </P>
                <P>
                    Anyone submitting business confidential information should clearly identify the business confidential portion at the time of submission, file a statement justifying nondisclosure and referring to the specific legal authority claimed and provide a non-confidential version of the submission. The non-confidential version of the submission will be placed in the public file on 
                    <E T="03">https://www.regulations.gov.</E>
                     For comments submitted electronically containing business confidential information, the file name of the business confidential version should begin with the characters “BC.” Any page containing business confidential information must be clearly marked “BUSINESS CONFIDENTIAL” on the top of that page. The non-confidential version must be clearly marked “PUBLIC.” The file name of the nonconfidential version should begin with the character “P.” The “BC” and “P” should be followed by the name of the person or entity submitting the comments or rebuttal comments. If a public hearing is held in support of this assessment, a separate 
                    <E T="04">Federal Register</E>
                     notice will be published providing the date and information about the hearing. The Office of the Assistant Secretary of Defense (Industrial Base Policy) does not maintain a separate public inspection facility. Requesters should first view the Department's web page, which can be found at 
                    <E T="03">https://open.defense.gov/</E>
                     (see “Electronic FOIA” heading). The records related to this assessment are made accessible in accordance with part 4 of title 15 of the Code of Federal Regulations (CFR), specifically 15 CFR 4.1 through 4.11.
                </P>
                <SIG>
                    <DATED>Dated: July 7, 2025.</DATED>
                    <NAME>Aaron T. Siegel,</NAME>
                    <TITLE>Alternate OSD Federal Register Liaison Officer, Department of Defense.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12756 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6001-FR-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <PRTPAGE P="30221"/>
                <AGENCY TYPE="N">DEPARTMENT OF ENERGY</AGENCY>
                <DEPDOC>[Docket No. 24-27-LNG]</DEPDOC>
                <SUBJECT>Sabine Pass Liquefaction, LLC and Sabine Pass Liquefaction Stage V, LLC; Amendment to Application for Long-Term Authorization To Export Liquefied Natural Gas to Non-Free Trade Agreement Nations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Fossil Energy and Carbon Management, Department of Energy.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of amended application.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Office of Fossil Energy and Carbon Management (FECM) of the Department of Energy (DOE) gives notice (Notice) of receipt of an amendment (Amendment), filed on June 6, 2025, by Sabine Pass Liquefaction, LLC and Sabine Pass Liquefaction Stage V, LLC (collectively, Sabine Pass). Sabine Pass is amending its pending application requesting long-term authorization to export liquefied natural gas (LNG) filed on March 1, 2024, and later supplemented (together, 2024 Application), to change the requested export volume and export term. No other part of the 2024 Application is affected. Sabine Pass filed the Amendment under the Natural Gas Act (NGA).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Protests, motions to intervene, or notices of intervention, as applicable, requests for additional procedures, and written comments are to be filed as detailed in the Public Comment Procedures section no later than 4:30 p.m., Eastern time, on August 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P> </P>
                    <P>
                        <E T="03">Electronic Filing by email (strongly encouraged):</E>
                          
                        <E T="03">fergas@hq.doe.gov.</E>
                    </P>
                    <P>
                        <E T="03">Postal Mail, Hand Delivery, or Private Delivery Services</E>
                         (
                        <E T="03">e.g.,</E>
                         FedEx, UPS, etc.):  U.S. Department of Energy (FE-34), Office of Regulation, Analysis, and Engagement, Office of Fossil Energy and Carbon Management, Forrestal Building, Room 3E-056, 1000 Independence Avenue SW, Washington, DC 20585.
                    </P>
                    <P>Due to potential delays in DOE's receipt and processing of mail sent through the U.S. Postal Service, we encourage respondents to submit filings electronically to ensure timely receipt.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P> </P>
                    <P>
                        Jennifer Wade or Peri Ulrey, U.S. Department of Energy (FE-34), Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability, Office of Fossil Energy and Carbon Management, Forrestal Building, Room 3E-042, 1000 Independence Avenue SW, Washington, DC 20585, (202) 586-4749 or (202) 586-7893, 
                        <E T="03">jennifer.wade@hq.doe.gov</E>
                         or 
                        <E T="03">peri.ulrey@hq.doe.gov</E>
                        .
                    </P>
                    <P>
                        Cassandra S. Bernstein, U.S. Department of Energy (GC-76), Office of the Assistant General Counsel for Energy Delivery and Resilience, Forrestal Building, Room 6D-033, 1000 Independence Avenue SW, Washington, DC 20585, (240) 780-1691, 
                        <E T="03">cassandra.bernstein@hq.doe.gov</E>
                        .
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    In the pending 2024 Application, as supplemented,
                    <SU>1</SU>
                    <FTREF/>
                     Sabine Pass requests long-term, multi-contract authorization to export domestically produced LNG in a volume equivalent to 899.46 billion cubic feet per year (Bcf/yr) of natural gas from the proposed Sabine Pass Stage 5 Expansion Project (Stage 5 Project). The Stage 5 Project will be added to the existing Sabine Pass LNG facility on the Sabine-Neches Waterway in Cameron Parish, Louisiana (SPLNG Terminal). In the portion of the 2024 Application relevant here, Sabine Pass is seeking to export this LNG to any country with which the United States does not have a free trade agreement (FTA) requiring national treatment for trade in natural gas, and with which trade is not prohibited by U.S. law or policy (non-FTA countries), under section 3(a) of the NGA.
                    <SU>2</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         Sabine Pass Liquefaction, LLC and Sabine Pass Liquefaction Stage V, LLC, Application for Long-Term Authorization to Export Liquefied Natural Gas to Free Trade Agreement Nations and Non-Free Trade Agreement Nations, Docket No. 24-27-LNG (Mar. 1, 2024). On March 21, 2024, Sabine Pass supplemented the Application with documentation of site ownership.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         15 U.S.C. 717b(a). On October 17, 2024, in DOE/FECM Order No. 5181, DOE granted the portion of the Application requesting authorization to export LNG to FTA countries under section 3(c) of the NGA, 15 U.S.C. 717b(c). That FTA authorization is not subject to this Notice.
                    </P>
                </FTNT>
                <P>
                    In the non-FTA portion of the Amendment filed on June 6, 2025,
                    <SU>3</SU>
                    <FTREF/>
                     Sabine Pass provides notice of the following two amendments to the 2024 Application:
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         Sabine Pass Liquefaction, LLC and Sabine Pass Liquefaction Stage V, LLC, Amendment to Pending Application for Authorization to Export Liquefied Natural Gas to Non-Free Trade Agreement Nations and Request for Amended Authorization for Exports to Free Trade Agreement Nations, Docket No. 24-27-LNG (June 6, 2025) [hereinafter Amendment]. Sabine Pass also requests an amendment to its FTA authorization (Order No. 5181), but that request is not subject to this Notice.
                    </P>
                </FTNT>
                <P>
                    (1) Sabine Pass is increasing the requested LNG export volume in the 2024 Application by 50.54 Bcf/yr of natural gas, for a total requested export volume of 950.0 Bcf/yr of natural gas to non-FTA countries. Sabine Pass states that, on June 6, 2025, it submitted to the Federal Energy Regulatory Commission (FERC) an amendment to its pending application for the Stage 5 Project facilities. Sabine Pass states that its FERC amendment redesigns the Stage 5 Project with three liquefaction trains (instead of two) and will increase the maximum LNG production capacity of the SPLNG Terminal at peak operations under optimal conditions by the equivalent of 950.0 Bcf/yr of natural gas. Sabine Pass further states that it intends to construct the Stage 5 Project in two phases: Phase 1 (Train 7), and Phase 2 (Trains 8 and 9). According to Sabine Pass, the amended non-FTA export volume of natural gas will reflect the proposed design and operational refinements to the Stage 5 Project facilities.
                    <SU>4</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         
                        <E T="03">See id.</E>
                         at 4 n.8, 6-8, 10.
                    </P>
                </FTNT>
                <P>
                    (2) In the 2024 Application, Sabine Pass had requested a term for its non-FTA export authorization extending through the later of (i) the end of 2050 or (ii) 20 years after the commencement of commercial exports under the requested authorization. Sabine Pass is now amending the 2024 Application to request a “term of twenty-five (25) years from the first commercial exports from the Phase 5 Project for non-FTA exports.” 
                    <SU>5</SU>
                    <FTREF/>
                     Sabine Pass states that, because it is proposing to phase construction of the Stage 5 Project with three new liquefaction trains added sequentially, its initial request for a term ending on December 31, 2050, would result in an authorization of less than 20 years for exports sourced from the later constructed liquefaction trains (Trains 8 and 9). Sabine Pass states that a 25-year non-FTA export term will address this issue.
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         
                        <E T="03">Id.</E>
                         at 12.
                    </P>
                </FTNT>
                <P>
                    Sabine Pass states that this Amendment does not affect any other part of the 2024 Application. Additional details can be found in the Amendment, posted on the DOE website at 
                    <E T="03">https://www.energy.gov/sites/default/files/2025-06/SPL%20Stage%205%20Amendment%20to%20DOE%20Export%20Application%20%286-6-25%29.pdf.</E>
                </P>
                <HD SOURCE="HD1">DOE Evaluation</HD>
                <P>In reviewing Sabine Pass's Amendment to the 2024 Application, DOE will consider any issues required by law or policy under NGA section 3(a), DOE's regulations, and any documents deemed appropriate. Parties that may oppose this Amendment should comment in their responses on any issues relevant to the Amendment.</P>
                <P>
                    The National Environmental Policy Act (NEPA), 42 U.S.C. 4321 
                    <E T="03">et seq.,</E>
                     requires DOE to give appropriate consideration to the environmental effects of its proposed decisions. No final decision will be issued in this 
                    <PRTPAGE P="30222"/>
                    proceeding until DOE has met its NEPA responsibilities.
                </P>
                <HD SOURCE="HD1">Public Comment Procedures</HD>
                <P>In response to this Notice, any person may file a protest, comments, or a motion to intervene or notice of intervention, as applicable, addressing the Amendment. Interested parties will be provided 30 days from the date of publication of this Notice in which to submit comments, protests, motions to intervene, or notices of intervention. The public previously was given an opportunity to intervene in, protest, and comment on Sabine Pass's 2024 Application in this docket. Therefore, DOE will not consider comments or protests that do not bear directly on the proposed amendments to the 2024 Application described above.</P>
                <P>Any person wishing to become a party to the proceeding evaluating Sabine Pass's Amendment must file a motion to intervene or notice of intervention. The filing of comments or a protest with respect to the Amendment will not serve to make the commenter or protestant a party to this proceeding, although protests and comments received from persons who are not parties will be considered in determining the appropriate action to be taken on the Amendment. All protests, comments, motions to intervene, or notices of intervention must meet the requirements specified by the regulations in 10 CFR part 590, including the service requirements.</P>
                <P>Filings may be submitted using one of the following methods:</P>
                <P>
                    (1) Submitting the filing electronically at 
                    <E T="03">fergas@hq.doe.gov;</E>
                </P>
                <P>
                    (2) Mailing the filing to the Office of Regulation, Analysis, and Engagement at the address listed in the 
                    <E T="02">ADDRESSES</E>
                     section; or
                </P>
                <P>
                    (3) Hand delivering the filing to the Office of Regulation, Analysis, and Engagement at the address listed in the 
                    <E T="02">ADDRESSES</E>
                     section.
                </P>
                <P>For administrative efficiency, DOE prefers filings to be filed electronically. All filings must include a reference to “Docket No. 24-27-LNG” or “Sabine Pass Stage 5 Amendment” in the title line.</P>
                <P>
                    For electronic submissions: Please include all related documents and attachments (
                    <E T="03">e.g.,</E>
                     exhibits) in the original email correspondence. Please do not include any active hyperlinks or password protection in any of the documents or attachments related to the filing. All electronic filings submitted to DOE must follow these guidelines to ensure that all documents are filed in a timely manner.
                </P>
                <P>
                    The Amendment and any filed protests, motions to intervene, notices of intervention, and comments will be available electronically on the DOE website at 
                    <E T="03">www.energy.gov/fecm/regulation.</E>
                </P>
                <P>A decisional record on the Amendment will be developed through responses to this Notice by parties, including the parties' written comments and replies thereto. Additional procedures will be used as necessary to achieve a complete understanding of the facts and issues. If an additional procedure is scheduled, notice will be provided to all parties. If no party requests additional procedures, a final Order may be issued based on the official record, including the Amendment and responses filed by parties pursuant to this Notice, in accordance with 10 CFR 590.316.</P>
                <SIG>
                    <DATED>Signed in Washington, DC, on July 3, 2025.</DATED>
                    <NAME>Amy Sweeney,</NAME>
                    <TITLE>Director, Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12762 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6450-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <DEPDOC>[Docket No. 18-26-LNG]</DEPDOC>
                <SUBJECT>Freeport LNG Expansion, L.P. &amp; FLNG Liquefaction 4, LLC; Request for Extension of Export Commencement Deadline</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Fossil Energy and Carbon Management, Department of Energy.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of request.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Office of Fossil Energy and Carbon Management (FECM) (formerly the Office of Fossil Energy (FE)) of the Department of Energy (DOE) gives notice (Notice) of receipt of a request (Request), filed on June 23, 2025, by Freeport LNG Expansion, L.P. and FLNG Liquefaction 4, LLC (collectively, FLEX4). FLEX4 requests to amend its existing authorization to export domestically produced liquefied natural gas (LNG) to non-free trade agreement countries set forth in DOE/FE Order No. 4374 (as amended)—specifically, to extend the current export commencement deadline in its order. FLEX4 filed the Request under the Natural Gas Act (NGA).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Protests, motions to intervene, or notices of intervention, as applicable, and written comments are to be filed electronically as detailed in the Public Comment Procedures section no later than 4:30 p.m., Eastern time, August 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P/>
                    <P>
                        <E T="03">Electronic Filing by email (Strongly encouraged</E>
                        ): 
                        <E T="03">fergas@hq.doe.gov.</E>
                    </P>
                    <P>
                        <E T="03">Postal Mail, Hand Delivery, or Private Delivery Services</E>
                         (
                        <E T="03">e.g.,</E>
                         FedEx, UPS, etc.): U.S. Department of Energy (FE-34), Office of Regulation, Analysis, and Engagement, Office of Fossil Energy and Carbon Management, Forrestal Building, Room 3E-056, 1000 Independence Avenue SW, Washington, DC 20585.
                    </P>
                    <P>Due to potential delays in DOE's receipt and processing of mail sent through the U.S. Postal Service, we encourage respondents to submit filings electronically to ensure timely receipt.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P> </P>
                    <P>
                        Jennifer Wade or Peri Ulrey, U.S. Department of Energy (FE-34),  Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability, Office of Fossil Energy and Carbon Management, Forrestal Building, Room 3E-042, 1000 Independence Avenue SW, Washington, DC 20585, (202) 586-4749 or (202) 586-7893, 
                        <E T="03">jennifer.wade@hq.doe.gov</E>
                         or
                        <E T="03"> peri.ulrey@hq.doe.gov</E>
                        .
                    </P>
                    <P>
                        Cassandra Bernstein, U.S. Department of Energy (GC-76), Office of the Assistant General Counsel for Energy Delivery and Resilience, Forrestal Building, Room 6D-033, 1000 Independence Avenue SW, Washington, DC 20585, (240) 780-1691, 
                        <E T="03">cassandra.bernstein@hq.doe.gov</E>
                        .
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    On May 28, 2019, in DOE/FE Order No. 4374 (as amended),
                    <SU>1</SU>
                    <FTREF/>
                     DOE authorized FLEX4 to export domestically produced LNG by vessel from its proposed fourth natural gas liquefaction train and pretreatment unit, as well as associated infrastructure (Train 4 Project), to be located at the Freeport LNG Terminal on Quintana Island near Freeport, Texas, to any country with which the United States has not entered into a free trade agreement (FTA) requiring national treatment for trade in natural gas, and with which trade is not prohibited by U.S. law or policy (non-FTA countries).
                    <SU>2</SU>
                    <FTREF/>
                     FLEX4 is authorized to export this LNG in a volume equivalent to 262.8 billion cubic feet per year (Bcf/yr) of natural gas for a term extending through December 31, 2050.
                    <SU>3</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         
                        <E T="03">Freeport LNG Expansion, L.P. and FLNG Liquefaction 4, LLC,</E>
                         DOE/FE Order No. 4374, Docket No. 18-26-LNG, Opinion and Order Granting Long-Term Authorization to Export Liquefied Natural Gas to Non-Free Trade Agreement Nations (May 28, 2019), 
                        <E T="03">amended by</E>
                         DOE/FE Order No. 4374-A (Oct. 21, 2020) (extending export term).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         15 U.S.C. 717b(a).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         
                        <E T="03">Freeport LNG Expansion, L.P. and FLNG Liquefaction 4, LLC,</E>
                         DOE/FE Order No. 4374, 
                        <E T="03">as amended by</E>
                         DOE/FE Order No. 4374-A.
                    </P>
                </FTNT>
                <PRTPAGE P="30223"/>
                <P>
                    As relevant here, Order No. 4374 requires FLEX4 to “commence export operations using the planned liquefaction facilities no later than seven years from the date of issuance of this Order”—
                    <E T="03">i.e.,</E>
                     by May 28, 2026.
                    <SU>4</SU>
                    <FTREF/>
                     In the Request, FLEX4 asks DOE to grant an extension of the export commencement deadline in its non-FTA authorization, “so that it may commence export operations from the Train 4 Project by no later than December 1, 2031.” 
                    <SU>5</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         
                        <E T="03">Freeport LNG Expansion, L.P. and FLNG Liquefaction 4, LLC,</E>
                         DOE/FE Order No. 4374, at 53 (Ordering Para. D).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Freeport LNG Expansion, L.P. and FLNG Liquefaction 4, LLC, Request for Extension of Export Commencement Deadline, Docket No. 18-26-LNG, at 6 (June 23, 2025) (emphasis in original) [hereinafter Request]; 
                        <E T="03">see also id.</E>
                         at 1-2.
                    </P>
                </FTNT>
                <P>
                    In support of this Request, FLEX4 asserts that it is unable to meet the current export commencement deadline due to unanticipated circumstances, including an explosion that occurred at the Terminal on June 8, 2022 (June 8 Incident), which resulted in the entire Terminal being taken offline. FLEX4 further states that, on June 18, 2025, FLNG Liquefaction 4, LLC (FLIQ4), together with FLEX4's affiliate Freeport LNG Development, L.P. (Freeport LNG), applied to the Federal Energy Regulatory Commission (FERC) for an extension of the existing construction and in-service deadline for the Train 4 Project to December 1, 2031 (the same date as requested in this proceeding).
                    <SU>6</SU>
                    <FTREF/>
                     FLEX4 also identifies the actions it has taken to date towards restoring and returning the Terminal to service and the development of the Train 4 Project. FLEX4 maintains that the Request “does not affect any requirements of its non-FTA authorization beyond providing for additional time to commence export operations.” 
                    <SU>7</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         
                        <E T="03">Id.</E>
                         at 3. FLEX4 states that Freeport LNG and FLIQ4 previously have received two extensions of time from FERC to complete construction and place the Train 4 Project in service. 
                        <E T="03">See id.</E>
                         at 2. The third extension request filed on June 18, 2025, is currently pending at FERC and will “account for delays to the Train 4 Project schedule resulting from the June 8 Incident-related restoration activities.” 
                        <E T="03">Id.</E>
                         at 3.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         
                        <E T="03">Id.</E>
                         at 5.
                    </P>
                </FTNT>
                <P>
                    Additional details can be found in the Request, posted on the DOE website at 
                    <E T="03">https://www.energy.gov/sites/default/files/2025-06/FLEX4%20Request%20for%20Extension.pdf.</E>
                </P>
                <HD SOURCE="HD1">DOE Evaluation</HD>
                <P>In reviewing the Request, DOE will consider any issues required by law or policy under NGA section 3(a), DOE's regulations, and any other documents deemed appropriate.</P>
                <P>Parties that may oppose the Request should address these issues and documents in their comments and/or protests, as well as other issues deemed relevant to the Request.</P>
                <P>
                    The National Environmental Policy Act (NEPA), 42 U.S.C. 4321 
                    <E T="03">et seq.,</E>
                     requires DOE to give appropriate consideration to the environmental effects of its proposed decisions. No final decision will be issued in this proceeding until DOE has met its environmental responsibilities.
                </P>
                <HD SOURCE="HD1">Public Comment Procedures</HD>
                <P>
                    In response to this Notice, any person may file a protest, comments, or a motion to intervene or notice of intervention, as applicable, addressing the Request. Interested parties will be provided 30 days from the date of publication of this Notice in the 
                    <E T="04">Federal Register</E>
                     in which to submit comments, protests, motions to intervene, or notices of intervention. The public previously was given an opportunity to intervene in, protest, and comment on FLEX4's long-term non-FTA application in this docket. Therefore, DOE will not consider comments or protests that do not bear directly on this Request.
                </P>
                <P>
                    Any person wishing to become a party to this proceeding evaluating FLEX4's Request must file a motion to intervene or notice of intervention.
                    <SU>8</SU>
                    <FTREF/>
                     The filing of comments or a protest with respect to the Request will not serve to make the commenter or protestant a party to this proceeding, although protests and comments received from persons who are not parties will be considered in determining the appropriate action to be taken on the Request. All protests, comments, motions to intervene, or notices of intervention must meet the requirements specified by DOE's regulations in 10 CFR part 590, including the service requirements.
                </P>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Status as an intervenor in prior proceeding(s) in this docket does not continue to this proceeding evaluating FLEX4's Request, and therefore any person interested in intervening to address the Request must file a new motion to intervene (or notice of intervention, as applicable). 10 CFR 590.303.
                    </P>
                </FTNT>
                <P>Filings may be submitted using one of the following methods:</P>
                <P>
                    (1) Submitting the filing electronically at 
                    <E T="03">fergas@hq.doe.gov;</E>
                </P>
                <P>
                    (2) Mailing the filing to the Office of Regulation, Analysis, and Engagement at the address listed in the 
                    <E T="02">ADDRESSES</E>
                     section; or
                </P>
                <P>
                    (3) Hand delivering the filing to the Office of Regulation, Analysis, and Engagement at the address listed in the 
                    <E T="02">ADDRESSES</E>
                     section.
                </P>
                <P>For administrative efficiency, DOE prefers filings to be filed electronically. All filings must include a reference to “Docket No. 18-26-LNG” or “FLEX4 Request for Extension” in the title line.</P>
                <P>
                    <E T="03">For electronic submissions:</E>
                     Please include all related documents and attachments (
                    <E T="03">e.g.,</E>
                     exhibits) in the original email correspondence. Please do not include any active hyperlinks or password protection in any of the documents or attachments related to the filing. All electronic filings submitted to DOE must follow these guidelines to ensure that all documents are filed in a timely manner.
                </P>
                <P>
                    The Request, and any filed protests, motions to intervene, notices of intervention, and comments will be available electronically on the DOE website at 
                    <E T="03">www.energy.gov/fecm/regulation.</E>
                </P>
                <P>A decisional record on the Request will be developed through responses to this Notice by parties, including the parties' written comments and replies thereto. Additional procedures will be used as necessary to achieve a complete understanding of the facts and issues. If an additional procedure is scheduled, notice will be provided to all parties. If no party requests additional procedures, a final Order may be issued based on the official record, including the Request and responses filed by parties pursuant to this Notice, in accordance with 10 CFR 590.316.</P>
                <SIG>
                    <DATED>Signed in Washington, DC, on July 3, 2025.</DATED>
                    <NAME>Amy Sweeney,</NAME>
                    <TITLE>Director, Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12764 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6450-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <DEPDOC>[Docket No. 18-70-LNG]</DEPDOC>
                <SUBJECT>Mexico Pacific Limited LLC; Application for an Amendment To Extend the Deadline for Commencement of Export Operations in Long-Term Authorization To Re-Export Liquefied Natural Gas</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Fossil Energy and Carbon Management, Department of Energy.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of application.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        The Office of Fossil Energy and Carbon Management (FECM) (formerly the Office of Fossil Energy (FE)) of the Department of Energy (DOE) gives notice (Notice) of receipt of an application (Extension Application), filed on June 18, 2025, by Mexico Pacific Limited LLC (MXP). MXP asks DOE to amend its existing authorization 
                        <PRTPAGE P="30224"/>
                        to re-export U.S.-sourced natural gas in the form of liquefied natural gas (LNG) from the proposed Saguaro Energía Facility (Facility), to be located in Mexico, to non-free trade agreement countries set forth in DOE/FE Order No. 4312 (as amended)—specifically, to extend the current export commencement deadline in its order. MXP filed the Extension Application under the Natural Gas Act (NGA).
                    </P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Protests, motions to intervene, or notices of intervention, as applicable, and written comments are to be filed electronically as detailed in the Public Comment Procedures section no later than 4:30 p.m., Eastern time, August 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P/>
                    <P>
                        <E T="03">Electronic Filing by email (Strongly encouraged):</E>
                          
                        <E T="03">fergas@hq.doe.gov.</E>
                    </P>
                    <P>
                        <E T="03">Postal Mail, Hand Delivery, or Private Delivery Services</E>
                         (
                        <E T="03">e.g.,</E>
                         FedEx, UPS, etc.): U.S. Department of Energy (FE-34), Office of Regulation, Analysis, and Engagement, Office of Fossil Energy and Carbon Management, Forrestal Building, Room 3E-056, 1000 Independence Avenue SW, Washington, DC 20585.
                    </P>
                    <P>Due to potential delays in DOE's receipt and processing of mail sent through the U.S. Postal Service, we encourage respondents to submit filings electronically to ensure timely receipt.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P/>
                    <P>
                        Jennifer Wade or Peri Ulrey, U.S. Department of Energy (FE-34),  Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability, Office of Fossil Energy and Carbon Management, Forrestal Building, Room 3E-042, 1000 Independence Avenue SW, Washington, DC 20585, (202) 586-4749 or (202) 586-7893, 
                        <E T="03">jennifer.wade@hq.doe.gov</E>
                         or
                        <E T="03"> peri.ulrey@hq.doe.gov</E>
                        .
                    </P>
                    <P>
                        Cassandra Bernstein, U.S. Department of Energy (GC-76), Office of the Assistant General Counsel for Energy Delivery and Resilience, Forrestal Building, Room 6D-033, 1000 Independence Avenue SW, Washington, DC 20585, (240) 780-1691, 
                        <E T="03">cassandra.bernstein@hq.doe.gov</E>
                        .
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    On December 14, 2018, in Order No. 4312 (as amended),
                    <SU>1</SU>
                    <FTREF/>
                     DOE authorized MXP to re-export U.S.-sourced natural gas in the form of LNG in a volume equivalent to 621 billion cubic feet per year (Bcf/yr) of natural gas by vessel from the proposed Facility, to be located in the State of Sonora, Mexico, to any country with which the United States has not entered into a free trade agreement (FTA) requiring national treatment for trade in natural gas, and with which trade is not prohibited by U.S. law or policy (non-FTA countries), pursuant to NGA section 3(a).
                    <SU>2</SU>
                    <FTREF/>
                     MXP is authorized to re-export this LNG for a term extending through December 31, 2050.
                    <SU>3</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         
                        <E T="03">Mexico Pacific Limited LLC,</E>
                         DOE/FE Order No. 4312, Docket No. 18-70-LNG, Opinion and Order Granting Long-Term, Multi-Contract Authorization to Export U.S.-Sourced Natural Gas by Pipeline to Mexico for Liquefaction and Re-Export in the Form of Liquefied Natural Gas to Non-Free Trade Agreement Countries (Dec. 14, 2018), 
                        <E T="03">amended by</E>
                         DOE/FECM Order No. 4312-A (June 3, 2022) (extending export term).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         15 U.S.C. 717b(a).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         
                        <E T="03">Mexico Pacific Limited LLC,</E>
                         DOE/FE Order No. 4312, 
                        <E T="03">as amended by</E>
                         DOE/FECM Order No. 4312-A.
                    </P>
                </FTNT>
                <P>
                    As relevant here, Order No. 4312 requires MXP to “commence re-export operations using the planned liquefaction facilities no later than seven years from the date of issuance of this Order”—
                    <E T="03">i.e.,</E>
                     by December 14, 2025.
                    <SU>4</SU>
                    <FTREF/>
                     In the Extension Application, MXP asks DOE to extend “the current deadline to commence its export operations to December 14, 2032.” 
                    <SU>5</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         
                        <E T="03">Mexico Pacific Limited LLC,</E>
                         DOE/FE Order No. 4312, at 49 (Ordering Para. D).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Mexico Pacific Limited LLC, Application for an Amendment to Extend the Commencement of Operations and Request for Expedited Action, Docket No. 18-70-LNG, at 4 (June 18, 2025) [hereinafter Ext. App.]; 
                        <E T="03">see also id.</E>
                         at 1. MXP states that it is not requesting any modification to its existing authorization to FTA countries (DOE/FE Order No. 4248, as amended). 
                        <E T="03">See id.</E>
                         at 4 n.11.
                    </P>
                </FTNT>
                <P>
                    In support of the extension request, MXP asserts that it is unable to meet the current commencement of export operations deadline due to circumstances and challenges outside of its control. MXP states that, despite these challenges, it has “diligently and in good faith continuously made substantial efforts to advance the development of the Saguaro Energía Facility.” 
                    <SU>6</SU>
                    <FTREF/>
                     MXP identifies the actions it has taken to advance the proposed Facility and asserts that there is good cause for the requested extension. MXP further maintains that it requests only “a change in the deadline” to commence export operations and notes that “[t]he project's location and its target markets remain unchanged.” 
                    <SU>7</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         
                        <E T="03">Id.</E>
                         at 12.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         
                        <E T="03">Id.</E>
                         at 17.
                    </P>
                </FTNT>
                <P>
                    Additional details can be found in the Extension Application, posted on the DOE website at: 
                    <E T="03">https://www.energy.gov/sites/default/files/2025-06/MXP%20Extension%20Request%20-%20FINAL%20for%20filing.pdf.</E>
                </P>
                <HD SOURCE="HD1">DOE Evaluation</HD>
                <P>In reviewing the Extension Application, DOE will consider any issues required by law or policy under NGA section 3(a), DOE's regulations, and any other documents deemed appropriate.</P>
                <P>Parties that may oppose the Extension Application should address these issues and documents in their comments and/or protests, as well as other issues deemed relevant to the Extension Application.</P>
                <P>
                    The National Environmental Policy Act (NEPA), 42 U.S.C. 4321 
                    <E T="03">et seq.,</E>
                     requires DOE to give appropriate consideration to the environmental effects of its proposed decisions. No final decision will be issued in this proceeding until DOE has met its environmental responsibilities.
                </P>
                <HD SOURCE="HD1">Public Comment Procedures</HD>
                <P>In response to this Notice, any person may file a protest, comments, or a motion to intervene or notice of intervention, as applicable, addressing the Extension Application. Interested parties will be provided 30 days from the date of publication of this Notice in which to submit comments, protests, motions to intervene, or notices of intervention. The public previously was given an opportunity to intervene in, protest, and comment on MXP's long-term non-FTA application in this docket. Therefore, DOE will not consider comments or protests that do not bear directly on the Extension Application.</P>
                <P>
                    Any person wishing to become a party to this proceeding evaluating the Extension Application must file a motion to intervene or notice of intervention.
                    <SU>8</SU>
                    <FTREF/>
                     The filing of comments or a protest with respect to the Extension Application will not serve to make the commenter or protestant a party to this proceeding, although protests and comments received from persons who are not parties will be considered in determining the appropriate action to be taken on the Extension Application. All protests, comments, motions to intervene, or notices of intervention must meet the requirements specified by DOE's regulations in 10 CFR part 590, including the service requirements.
                </P>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Status as an intervenor in prior proceeding(s) in this docket does not continue to this proceeding evaluating MXP's Extension Application, and therefore any person interested in intervening to address the Extension Application must file a new motion to intervene (or notice of intervention, as applicable). 10 CFR 590.303.
                    </P>
                </FTNT>
                <P>Filings may be submitted using one of the following methods:</P>
                <P>
                    (1) Submitting the filing electronically at 
                    <E T="03">fergas@hq.doe.gov;</E>
                </P>
                <P>
                    (2) Mailing the filing to the Office of Regulation, Analysis, and Engagement at the address listed in the 
                    <E T="02">ADDRESSES</E>
                     section; or
                </P>
                <P>
                    (3) Hand delivering the filing to the Office of Regulation, Analysis, and 
                    <PRTPAGE P="30225"/>
                    Engagement at the address listed in the 
                    <E T="02">ADDRESSES</E>
                     section.
                </P>
                <P>For administrative efficiency, DOE prefers filings to be filed electronically. All filings must include a reference to “Docket No. 18-70-LNG” or “Mexico Pacific Limited LLC Extension Application” in the title line.</P>
                <P>
                    <E T="03">For electronic submissions:</E>
                     Please include all related documents and attachments (
                    <E T="03">e.g.,</E>
                     exhibits) in the original email correspondence. Please do not include any active hyperlinks or password protection in any of the documents or attachments related to the filing. All electronic filings submitted to DOE must follow these guidelines to ensure that all documents are filed in a timely manner.
                </P>
                <P>
                    The Extension Application, and any filed protests, motions to intervene, notices of intervention, and comments will be available electronically on the DOE website at 
                    <E T="03">www.energy.gov/fecm/regulation.</E>
                </P>
                <P>A decisional record on the Extension Application will be developed through responses to this Notice by parties, including the parties' written comments and replies thereto. Additional procedures will be used as necessary to achieve a complete understanding of the facts and issues. If an additional procedure is scheduled, notice will be provided to all parties. If no party requests additional procedures, a final Order may be issued based on the official record, including the Extension Application and responses filed by parties pursuant to this Notice, in accordance with 10 CFR 590.316.</P>
                <SIG>
                    <DATED>Signed in Washington, DC, on July 3, 2025.</DATED>
                    <NAME>Amy Sweeney,</NAME>
                    <TITLE>Director, Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12763 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6450-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <SUBAGY>Federal Energy Regulatory Commission</SUBAGY>
                <DEPDOC>[Docket No. CP25-60-000]</DEPDOC>
                <SUBJECT>Mountain Valley Pipeline, LLC; Notice Of Schedule For The Preparation Of An Environmental Assessment For The Proposed Mountain Valley Pipeline Southgate Amendment Project</SUBJECT>
                <P>
                    On February 3, 2025, Mountain Valley Pipeline, LLC filed an application in Docket No. CP25-60-000 requesting a Certificate of Public Convenience and Necessity pursuant to Section 7(c) of the Natural Gas Act, and Part 157 of the Commission's regulations to amend Mountain Valley's certificate of public convenience and necessity for the Southgate Project authorized by the Commission in Docket No. CP19-14-000.
                    <SU>1</SU>
                    <FTREF/>
                     The amended project known as the Mountain Valley Pipeline (MVP) Southgate Amendment Project (Amendment Project) would increase the operating capacity from 375,000 dekatherms per day (Dth/d) to 550,000 Dth/d.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         
                        <E T="03">Mountain Valley Pipeline, LLC,</E>
                         171 FERC ¶ 61,232 (2020).
                    </P>
                </FTNT>
                <P>On February 18, 2025, the Federal Energy Regulatory Commission (Commission or FERC) issued its Notice of Application for the Amendment Project. Among other things, that notice alerted agencies issuing federal authorizations of the requirement to complete all necessary reviews and to reach a final decision on a request for a federal authorization within 90 days of the date of issuance of the Commission staff's environmental document for the Project.</P>
                <P>
                    This notice identifies Commission staff's intention to prepare an environmental assessment (EA) for the Project and the planned schedule for the completion of the environmental review.
                    <SU>2</SU>
                    <FTREF/>
                     The EA will be issued for a 30-day comment period.
                </P>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         For tracking purposes under the National Environmental Policy Act, the unique identification number for documents relating to this environmental review is EAXX-019-20-000-1751374027.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">Schedule for Environmental Review</HD>
                <FP SOURCE="FP-1">Issuance of EA—October 3, 2025</FP>
                <FP SOURCE="FP-1">
                    90-day Federal Authorization Decision Deadline 
                    <SU>3</SU>
                    <FTREF/>
                    —January 1, 2026
                </FP>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         The Commission's deadline applies to the decisions of other federal agencies, and state agencies acting under federally delegated authority, that are responsible for federal authorizations, permits, and other approvals necessary for proposed projects under the Natural Gas Act. Per 18 CFR 157.22(a), the Commission's deadline for other agency's decisions applies unless a schedule is otherwise established by federal law.
                    </P>
                </FTNT>
                <P>If a schedule change becomes necessary, additional notice will be provided so that the relevant agencies are kept informed of the Project's progress.</P>
                <HD SOURCE="HD1">Project Description</HD>
                <P>
                    In February 2020, FERC issued a final Environmental Impact Statement (EIS) that analyzed the Southgate Project. On June 18, 2020, the Commission authorized the Southgate Project. MVP further evaluated the Southgate Project and proposes modifications as part of the Amendment Project.
                    <SU>4</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         Construction of the Southgate Project has not yet started.
                    </P>
                </FTNT>
                <P>The Amendment Project includes modifications to the previously authorized Southgate Project and would originate at Transcontinental Gas Pipe Line Company, LLC's Zone 5 Compressor Station 165 in Pittsylvania County, Virginia and end in Rockingham County, North Carolina. The Amendment Project would remove the Lambert Compressor Station, decrease the length of the pipeline from 75.1 miles to 31.3 miles, increase the pipeline diameter from 16- and 24-inch diameters to 30-inch diameter, change the location of two meter (interconnect) stations, adopt several route variations for engineering and environmental reasons, remove four mainline valves, remove two cathodic protection groundbeds, and add two new contractor yards.</P>
                <HD SOURCE="HD1">Background</HD>
                <P>
                    On May 22, 2025, the Commission issued a 
                    <E T="03">Notice of Scoping Period Requesting Comments on Environmental Issues for the Proposed Mountain Valley Pipeline Southgate Amendment Project and Notice of Public Scoping Session</E>
                     (Notice of Scoping). The Notice of Scoping was sent to affected landowners; federal, state, and local government agencies; elected officials; environmental and public interest groups; Native American tribes; other interested parties; and local libraries and newspapers. In response to the Notice of Scoping, the Commission received comments from multiple stakeholders including the Virginia Department of Environmental Quality; the Commonwealth of Virginia Department of Conservation and Recreation—Division of Natural Heritage; the North Carolina State Historic Preservation Office; Transcontinental Gas Pipe Line Company, LLC; Appalachian Voices; a joint filing from Appalachian Voices, Blue Ridge Environmental Defense League, Center for Biological Diversity, Chesapeake Climate Action Network, 7 Directions of Service, Sierra Club, Southern Alliance for Clean Energy, Wild Virginia, Katie Whitehead, and Robert McNutt; Virginia Scientist Community Interface; Chesapeake Climate Action Network; Southern Environmental Law Center; and 20 individuals.
                </P>
                <P>
                    The primary issues raised by the commenters are concerns regarding groundwater, waterbodies, wetlands, threatened and endangered species, forested areas, cumulative impacts, air emissions, and pipeline safety associated with the increased diameter and capacity. All substantive environmental comments will be addressed in the EA.
                    <PRTPAGE P="30226"/>
                </P>
                <P>The U.S. Fish and Wildlife Service's Virginia and North Carolina Ecological Services Field Offices are cooperating agencies in the preparation of the EA.</P>
                <HD SOURCE="HD1">Additional Information</HD>
                <P>
                    In order to receive notification of the issuance of the EA and to keep track of formal issuances and submittals in specific dockets, the Commission offers a free service called eSubscription. This service provides automatic notification of filings made to subscribed dockets, document summaries, and direct links to the documents. Go to 
                    <E T="03">https://www.ferc.gov/ferc-online/overview</E>
                     to register for eSubscription.
                </P>
                <P>
                    The Commission's Office of Public Participation (OPP) supports meaningful public engagement and participation in Commission proceedings. OPP can help members of the public, including landowners, community organizations, Tribal members and others, access publicly available information and navigate Commission processes. For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, the public is encouraged to contact OPP at (202) 502-6595 or 
                    <E T="03">OPP@ferc.gov.</E>
                </P>
                <P>
                    Additional information about the Project is available from the Commission's Office of External Affairs at (866) 208-FERC or on the FERC website (
                    <E T="03">www.ferc.gov</E>
                    ). Using the “eLibrary” link, select “General Search” from the eLibrary menu, enter the selected date range and “Docket Number” excluding the last three digits (
                    <E T="03">i.e.,</E>
                     CP25-60), and follow the instructions. For assistance with access to eLibrary, the helpline can be reached at (866) 208-3676, TTY (202)  502-8659, or at 
                    <E T="03">FERCOnlineSupport@ferc.gov.</E>
                     The eLibrary link on the FERC website also provides access to the texts of formal documents issued by the Commission, such as orders, notices, and rule makings.
                </P>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Debbie-Anne A. Reese,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12759 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6717-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <SUBAGY>Federal Energy Regulatory Commission</SUBAGY>
                <DEPDOC>[Project No. 15094-002]</DEPDOC>
                <SUBJECT>Ohio Power and Light, LLC; Notice of Application Accepted for Filing and Soliciting Motions To Intervene and Protests</SUBJECT>
                <P>Take notice that the following hydroelectric application has been filed with the Commission and is available for public inspection.</P>
                <P>
                    a. 
                    <E T="03">Type of Application:</E>
                     Major Original License.
                </P>
                <P>
                    b. 
                    <E T="03">Project No.:</E>
                     15094-002.
                </P>
                <P>
                    c. 
                    <E T="03">Date filed:</E>
                     January 23, 2025.
                </P>
                <P>
                    d. 
                    <E T="03">Applicant:</E>
                     Ohio Power and Light, LLC.
                </P>
                <P>
                    e. 
                    <E T="03">Name of Project:</E>
                     Robert C. Byrd Locks and Dam Hydroelectric Project (RC Byrd Project or project).
                </P>
                <P>
                    f. 
                    <E T="03">Location:</E>
                     On the Ohio River in Mason County, West Virginia, at the U.S. Army Corps of Engineers' (Corps) Robert C. Byrd Locks and Dam. The project would occupy about 16 acres of federal land managed by the Corps.
                </P>
                <P>
                    g. 
                    <E T="03">Filed Pursuant to:</E>
                     Federal Power Act 16 U.S.C. 791(a)-825(r).
                </P>
                <P>
                    h. 
                    <E T="03">Applicant Contact:</E>
                     Mr. Jeremy King, P.E., Chief Executive Officer, Current Hydro LLC (agent for the applicant, Ohio Power and Light, LLC), One Boston Place, Suite 2600, Boston, MA 02108, Telephone: (706) 835-8516, Email: 
                    <E T="03">jeremy@currenthydro.com;</E>
                     and Mr. Norman Bishop, P.E., Chief Executive Engineer, Current Hydro LLC, One Boston Place, Suite 2600, Boston, MA 02108, Telephone: (303) 475-0608.
                </P>
                <P>
                    i. 
                    <E T="03">FERC Contact:</E>
                     Andy Bernick at (202) 502-8660, or 
                    <E T="03">andrew.bernick@ferc.gov.</E>
                </P>
                <P>j. Deadline for filing motions to intervene and protests: on or before 5:00 p.m. Eastern Time on September 1, 2025.</P>
                <P>
                    The Commission strongly encourages electronic filing. Please file motions to intervene and protests using the Commission's eFiling system at 
                    <E T="03">https://ferconline.ferc.gov/FERCOnline.aspx.</E>
                     Commenters can submit brief comments up to 6,000 characters, without prior registration, using the eComment system at 
                    <E T="03">https://ferconline.ferc.gov/QuickComment.aspx.</E>
                     For assistance, please contact FERC Online Support at 
                    <E T="03">FERCOnlineSupport@ferc.gov,</E>
                     (866) 208-3676 (toll free), or (202) 502-8659 (TTY). In lieu of electronic filing, you may submit a paper copy. Submissions sent via the U.S. Postal Service must be addressed to: Debbie-Anne A. Reese, Secretary, Federal Energy Regulatory Commission, 888 First Street NE, Room 1A, Washington, DC 20426. Submissions sent via any other carrier must be addressed to: Debbie-Anne A. Reese, Secretary, Federal Energy Regulatory Commission, 12225 Wilkins Avenue, Rockville, Maryland 20852. All filings must clearly identify the project name and docket number on the first page: Robert C. Byrd Locks and Dam Hydroelectric Project (P-15094-002).
                </P>
                <P>The Commission's Rules of Practice require all intervenors filing documents with the Commission to serve a copy of that document on each person on the official service list for the project. Further, if an intervenor files comments or documents with the Commission relating to the merits of an issue that may affect the responsibilities of a particular resource agency, they must also serve a copy of the document on that resource agency.</P>
                <P>k. This application has been accepted for filing but is not ready for environmental analysis at this time.</P>
                <P>l. The proposed RC Byrd Project would utilize the existing Corps' Robert C. Byrd Locks and Dam and would consist of the following new facilities: (1) two 142.5-foot-long, 110-foot-wide powerhouses each containing three 4.75-kilowatt turbine-generator units to be constructed within two decommissioned locks on the east side of the Corps' Robert C. Byrd Locks and Dam; (2) two intake channels; (3) two tailrace channels; (4) a 250-foot-long underground conduit carrying generator leads from the powerhouses to a step-up transformer contained in a substation; (5) a 69-kilovolt, 2.5-mile-long aboveground transmission line to the Apple Grove Substation, where project power would connect with the electrical grid; and (6) appurtenant facilities.</P>
                <P>The proposed RC Byrd Project would operate in a run-of-release mode, whereby outflow from the project would approximate inflow made available for generation by the Corps. The RC Byrd Project would be projected to have an annual energy generation of about 165,169 megawatt-hours.</P>
                <P>
                    m. A copy of the application is available for review via the internet through the Commission's Home Page (
                    <E T="03">http://www.ferc.gov</E>
                    ), using the “eLibrary” link. Enter the docket number, excluding the last three digits in the docket number field, to access the document. For assistance, contact FERC at 
                    <E T="03">FERCOnlineSupport@ferc.gov</E>
                     or call toll free, (886) 208-3676 or TTY (202) 502-8659.
                </P>
                <P>
                    You may also register online at 
                    <E T="03">https://ferconline.ferc.gov/FERCOnline.aspx</E>
                     to be notified via email of new filings and issuances related to this or other pending projects. 
                    <PRTPAGE P="30227"/>
                    For assistance, contact FERC Online Support.
                </P>
                <P>
                    The Commission's Office of Public Participation (OPP) supports meaningful public engagement and participation in Commission proceedings. OPP can help members of the public, including landowners, community organizations, Tribal members and others, access publicly available information and navigate Commission processes. For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, the public is encouraged to contact OPP at (202) 502-6595 or 
                    <E T="03">OPP@ferc.gov.</E>
                </P>
                <P>n. Any qualified applicant desiring to file a competing application must submit to the Commission, on or before the specified intervention deadline date, a competing development application, or a notice of intent to file such an application. Submission of a timely notice of intent allows an interested person to file the competing development application no later than 120 days after the specified intervention deadline date. Applications for preliminary permits will not be accepted in response to this notice.</P>
                <P>A notice of intent must specify the exact name, business address, and telephone number of the prospective applicant, and must include an unequivocal statement of intent to submit a development application. A notice of intent must be served on the applicant(s) named in this public notice. Anyone may submit a protest or a motion to intervene in accordance with the requirements of Rules of Practice and Procedure, 18 CFR 385.210, 385.211, and 385.214. In determining the appropriate action to take, the Commission will consider all protests filed, but only those who file a motion to intervene in accordance with the Commission's Rules may become a party to the proceeding. Any protests or motions to intervene must be received on or before the specified deadline date for the particular application.</P>
                <P>All filings must (1) bear in all capital letters the title “PROTEST” or “MOTION TO INTERVENE,” “NOTICE OF INTENT TO FILE COMPETING APPLICATION,” or “COMPETING APPLICATION;” (2) set forth in the heading the name of the applicant and the project number of the application to which the filing responds; (3) furnish the name, address, and telephone number of the person protesting or intervening; and (4) otherwise comply with the requirements of 18 CFR 385.2001 through 385.2005. Agencies may obtain copies of the application directly from the applicant. A copy of any protest or motion to intervene must be served upon each representative of the applicant specified in the particular application.</P>
                <P>
                    o. 
                    <E T="03">Procedural schedule:</E>
                     The application will be processed according to the following schedule. Revisions to the schedule will be made as appropriate.
                </P>
                <FP SOURCE="FP-1">Issue Scoping Document 1 for comments—August 2025</FP>
                <FP SOURCE="FP-1">Scoping Meeting and Environmental Site Review—September 2025</FP>
                <FP SOURCE="FP-1">Comments on Scoping Document 1 due—October 2025</FP>
                <FP SOURCE="FP-1">
                    Request Additional Information (
                    <E T="03">if necessary</E>
                    )—November 2025
                </FP>
                <FP SOURCE="FP-1">
                    Issue Scoping Document 2 (
                    <E T="03">if necessary</E>
                    )—November 2025
                </FP>
                <FP SOURCE="FP-1">Issue Notice of Ready for Environmental Analysis—November 2025</FP>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Debbie-Anne A. Reese,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12757 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6717-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <SUBAGY>Federal Energy Regulatory Commission</SUBAGY>
                <SUBJECT>Combined Notice Of Filings #1</SUBJECT>
                <P>Take notice that the Commission received the following electric rate filings:</P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER13-520-014; ER10-1520-022; ER10-1521-022; ER10-2605-018; ER12-1626-015; ER13-521-014; ER13-1266-056; ER13-1267-014; ER13-1268-014; ER13-1269-014; ER13-1270-014; ER13-1271-014; ER13-1272-014; ER13-1273-014; ER13-1441-014; ER13-1442-014; ER15-2211-053; ER22-1385-016; ER23-674-012; ER23-676-012; ER24-1587-005; ER24-2505-002; ER24-2506-002.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Solar Star 4, LLC, Solar Star 3, LLC, AlbertaEx, L.P., BHE Power Watch, LLC, BHE Wind Watch, LLC, BHER Market Operations, LLC., MidAmerican Energy Services, LLC, Solar Star California XX, LLC, Solar Star California XIX, LLC, Vulcan/BN Geothermal Power Company, Salton Sea Power L.L.C., Salton Sea Power Generation Company, Fish Lake Power LLC, Elmore Company, Del Ranch Company, CE Leathers Company, CalEnergy, LLC, Pinyon Pines Wind II, LLC, Topaz Solar Farms LLC, Yuma Cogeneration Associates, Occidental Power Marketing, L.P., Occidental Power Services, Inc., Pinyon Pines Wind I, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Southwest Region of Pinyon Pines Wind I, LLC, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5359.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                    ER17-1394-013; ER10-1427-016; ER13-1139-029; ER14-2630-022; ER16-61-008; ER16-63-008; ER16-64-008; ER17-360-008; ER17-361-008; ER17-362-008; ER17-539-007; ER17-540-007; ER19-89-005; ER19-529-023; ER19-1074-023; ER19-1075-023; ER22-398-006; ER22-1627-007; ER24-2467-004.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Spanish Peaks Solar LLC, AM Wind Repower LLC, Mesa Wind Power LLC, Brookfield Renewable Energy Marketing US LLC, Brookfield Energy Marketing Inc., Brookfield Renewable Trading and Marketing LP, North Rosamond Solar, LLC, Wildwood Solar II, LLC, Wildwood Solar I, LLC, Rio Bravo Solar II, LLC, Pumpjack Solar I, LLC, Rio Bravo Solar I, LLC, Tallbear Seville LLC, Seville Solar Two, LLC, Seville Solar One LLC, Regulus Solar, LLC, Imperial Valley Solar 1, LLC, Brookfield Energy Marketing LP, 83WI 8me, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Updated Triennial Market Power Analysis for Southwest Region of 83WI 8me, LLC, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5358.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER18-128-003.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     54KR 8ME LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Southwest Region of 54 KR 8me LLC.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5356.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER19-2822-003; ER20-1014-004; ER20-1015-004; ER20-2458-004; ER21-285-004; ER23-2684-002; ER23-2732-002; ER23-2813-004; ER23-2814-002; ER23-2815-002; ER23-2816-003; ER25-1056-002; ER25-1057-002.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Hornshadow Solar 2, LLC, Hornshadow Solar, LLC, Rocket Solar, LLC, Horseshoe Solar, LLC, Elektron Solar, LLC, Castle Solar, LLC, Hunter Solar, LLC, Steel Solar, LLC, Sigurd Solar LLC, Hunter Solar LLC, Cove Mountain Solar 2, LLC, Cove Mountain Solar, LLC, Airport Solar LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis and Notice of Change in Status for Northwest Region of Airport Solar LLC, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5360.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER23-2625-002; ER11-1846-014; ER11-1847-014; 
                    <PRTPAGE P="30228"/>
                    ER11-1850-014; ER11-2062-031; ER11-2175-009; ER11-2176-008; ER11-2598-017; ER11-3188-009; ER11-3418-011; ER11-4307-032; ER11-4308-032; ER12-224-010; ER12-225-010; ER12-261-031; ER12-2301-009; ER13-2020-014; ER13-2050-014; ER13-2107-014; ER17-764-009; ER17-765-009; ER17-767-009; ER18-1160-005; ER21-2826-004.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     NRG Curtailment Solutions, Inc., NRG Cottonwood Tenant LLC, Stream Energy Delaware, LLC, Stream Energy Illinois, LLC, Stream Ohio Gas &amp; Electric, LLC, Solar Partners I, LLC, Solar Partners VIII, LLC, Solar Partners II, LLC, Stream Energy New York, LLC, Independence Energy Group LLC, Stream Energy New Jersey, LLC, Stream Energy Columbia, LLC, Reliant Energy Northeast LLC, Green Mountain Energy Company, Xoom Energy, LLC, Stream Energy Maryland, LLC, Gateway Energy Services Corporation, Stream Energy Pennsylvania, LLC, SGE Energy Sourcing, LLC, Energy Plus Holdings LLC, Direct Energy Business, LLC, Direct Energy Marketing Inc., Direct Energy Services, LLC, NRG Business Marketing LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Updated Triennial Market Power Analysis for Southwest Region of NRG Business Marketing LLC, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5357.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-1846-002.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Midcontinent Independent System Operator, Inc., Entergy Mississippi, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Tariff Amendment: Entergy Mississippi, LLC submits tariff filing per 35.17(b): 2025-07-03_2nd Amendment to EML Revisions Related to PBOP to be effective 6/1/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5040.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2221-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     PacifiCorp.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Formal Challenge of Idaho Power Company.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/27/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250627-5318.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/18/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2779-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     PJM Interconnection, L.L.C.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Tariff Amendment: Notice of Cancellation—SA No. 4446 to be effective 3/1/2024
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/2/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250702-5181.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/23/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2780-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Tri-State Generation and Transmission Association, Inc.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 205(d) Rate Filing: Amendment to Rate Schedule FERC No. 50 to be effective 9/1/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/2/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250702-5190.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/23/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2781-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     PacifiCorp.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 205(d) Rate Filing: PNGC Constr Agmt Power Meter Collection Coordination (SA No. 1167) to be effective 7/4/2025.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5023.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2782-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Southwest Power Pool, Inc.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Tariff Amendment: 3095R3 Missouri River Energy Services NITSA and NOA Cancellation to be effective 4/1/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5027.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2783-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     DTE Electric Company.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 205(d) Rate Filing: Rate Schedule No. 48 Interconnection and Parallel Operating Agreement to be effective 8/1/2025.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5028.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    The filings are accessible in the Commission's eLibrary system (
                    <E T="03">https://elibrary.ferc.gov/idmws/search/fercgensearch.asp</E>
                    ) by querying the docket number.
                </P>
                <P>Any person desiring to intervene, to protest, or to answer a complaint in any of the above proceedings must file in accordance with Rules 211, 214, or 206 of the Commission's Regulations (18 CFR 385.211, 385.214, or 385.206) on or before 5:00 p.m. Eastern time on the specified comment date. Protests may be considered, but intervention is necessary to become a party to the proceeding.</P>
                <P>
                    eFiling is encouraged. More detailed information relating to filing requirements, interventions, protests, service, and qualifying facilities filings can be found at: 
                    <E T="03">http://www.ferc.gov/docs-filing/efiling/filing-req.pdf.</E>
                     For other information, call (866) 208-3676 (toll free). For TTY, call (202) 502-8659.
                </P>
                <P>
                    The Commission's Office of Public Participation (OPP) supports meaningful public engagement and participation in Commission proceedings. OPP can help members of the public, including landowners, community organizations, Tribal members and others, access publicly available information and navigate Commission processes. For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, the public is encouraged to contact OPP at (202) 502-6595 or 
                    <E T="03">OPP@ferc.gov.</E>
                </P>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Debbie-Anne A. Reese,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12753 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6717-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <SUBAGY>Federal Energy Regulatory Commission</SUBAGY>
                <SUBJECT>Combined Notice of Filings #2</SUBJECT>
                <P>Take notice that the Commission received the following electric rate filings:</P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER10-2290-012.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Avista Corporation.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Northwest Region of Avista Corporation.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/1/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250701-5436.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 9/2/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER10-2475-037; ER10-1520-023; ER10-1521-023; ER10-2474-036; ER10-3246-030; ER11-4666-010; ER11-4667-010; ER12-295-009; ER13-1266-057; ER15-2211-054; ER22-1385-017; ER23-674-013; ER23-676-013; ER24-1587-006.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     AlbertaEx, L.P., BHE Power Watch, LLC, BHE Wind Watch, LLC, BHER Market Operations, LLC., MidAmerican Energy Services, LLC, CalEnergy, LLC, BHE Rim Rock Wind, LLC, BHE Glacier Wind 2, LLC, BHE Glacier Wind 1, LLC, PacifiCorp, Sierra Pacific Power Company, Occidental Power Marketing, L.P., Occidental Power Services, Inc., Nevada Power Company.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Northwest Region of Nevada Power Company, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5364.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER14-1594-009; ER14-1596-009.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Lone Valley Solar Park II LLC, Lone Valley Solar Park I LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Southwest Region and Notice of Non-Material Change in Status of Lone Valley Solar Park I LLC, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5366.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER20-2414-007; ER10-2421-016; ER10-2590-012; ER10-2593-012; ER10-2616-031; ER11-2457-016; ER11-4400-028; 
                    <PRTPAGE P="30229"/>
                    ER12-75-019; ER12-1769-018; ER12-2251-017; ER12-2252-016; ER12-2253-017; ER14-1569-024; ER14-2245-018; ER15-1596-023; ER15-1599-024; ER19-102-016; ER19-158-019; ER19-2803-015; ER19-2806-012; ER19-2807-016; ER19-2809-015; ER19-2810-015; ER19-2811-015; ER20-2415-007; ER22-2736-003; ER25-12-002; ER25-202-002.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Vision Trading Company LLC, Dynegy Energy Services Mid-Atlantic, LLC, Moss Landing Energy Storage 3, LLC, Moss Landing Energy Storage 2, LLC, Viridian Energy, LLC, Viridian Energy PA, LLC, Everyday Energy, LLC, Energy Rewards, LLC, Connecticut Gas &amp; Electric, Inc., Cincinnati Bell Energy LLC, Ambit Northeast, LLC, Luminant Energy Company LLC, Dynegy Energy Services (East), LLC, Luminant Commercial Asset Management LLC, TriEagle Energy, LP, Dynegy Energy Services, LLC, Public Power &amp; Utility of Maryland, LLC, Public Power (PA), LLC, Public Power &amp; Utility of NY, Inc, Viridian Energy NG, LLC, Public Power, LLC, Dynegy Power Marketing, LLC, Massachusetts Gas &amp; Electric, Inc., Dynegy Marketing and Trade, LLC, Oakland Power Company LLC, Moss Landing Power Company LLC, Energy Services Providers, LLC, Moss Landing Energy Storage 1, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Southwest Region of Moss Landing Energy Storage 1, LLC, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5362.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER21-2510-001; ER21-2511-001; ER24-697-002; ER24-698-002.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Castanea Project, LLC, Westlands Solar Blue (OZ) Owner, LLC, Aquamarine Lessee, LLC, Aquamarine Westside, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Southwest Region of Aquamarine Westside, LLC, 
                    <E T="03">et al.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5368.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER23-2091-005.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Goleta Energy Storage, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Southwest Region and Notice of Non-Material Change in Status of Goleta Energy Storage, LLC.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5367.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-895-003.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     BOCA bn, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Triennial Market Power Analysis for Southwest Region of BOCA bn LLC.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     6/30/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250630-5363.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 8/29/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2375-001.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Deseret Generation &amp; Transmission Co-operative, Inc.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Tariff Amendment: 2025 RIA Annual Update Errata to be effective 7/1/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5067.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2784-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     TransWest Express LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 205(d) Rate Filing: 2025-07-03 TransWest, PCW and CAISO LGIA for Chokecherry &amp; Sierra Madre Project to be effective 9/2/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5056.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2785-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Midcontinent Independent System Operator, Inc.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 205(d) Rate Filing: 2025-07-03_SA 4510 Ameren Illinois-Flora Solar GIA (J1679) to be effective 9/2/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5064.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2786-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Public Service Company of Colorado.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 205(d) Rate Filing: 2025-07-03-PSC-WAPA-TGST-PRPA-UPI-BAMA-Slater-849-0.0.0 to be effective 8/29/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5070.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     ER25-2788-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     PJM Interconnection, L.L.C.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 205(d) Rate Filing: Amendment to ISA, SA No. 6834; Queue No. AE2-113 to be effective 7/2/2025
                    <E T="03">.</E>
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/3/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250703-5101.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/24/25.
                </P>
                <P>
                    The filings are accessible in the Commission's eLibrary system (
                    <E T="03">https://elibrary.ferc.gov/idmws/search/fercgensearch.asp</E>
                    ) by querying the docket number.
                </P>
                <P>Any person desiring to intervene, to protest, or to answer a complaint in any of the above proceedings must file in accordance with Rules 211, 214, or 206 of the Commission's Regulations (18 CFR 385.211, 385.214, or 385.206) on or before 5:00 p.m. Eastern time on the specified comment date. Protests may be considered, but intervention is necessary to become a party to the proceeding.</P>
                <P>
                    eFiling is encouraged. More detailed information relating to filing requirements, interventions, protests, service, and qualifying facilities filings can be found at: 
                    <E T="03">http://www.ferc.gov/docs-filing/efiling/filing-req.pdf.</E>
                     For other information, call (866) 208-3676 (toll free). For TTY, call (202) 502-8659.
                </P>
                <P>
                    The Commission's Office of Public Participation (OPP) supports meaningful public engagement and participation in Commission proceedings. OPP can help members of the public, including landowners, community organizations, Tribal members and others, access publicly available information and navigate Commission processes. For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, the public is encouraged to contact OPP at (202) 502-6595 or 
                    <E T="03">OPP@ferc.gov.</E>
                </P>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Debbie-Anne A. Reese,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12755 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6717-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <SUBAGY>Federal Energy Regulatory Commission</SUBAGY>
                <SUBJECT>Combined Notice of Filings</SUBJECT>
                <P>Take notice that the Commission has received the following Natural Gas Pipeline Rate and Refund Report filings:</P>
                <HD SOURCE="HD1">Filings Instituting Proceedings</HD>
                <P>
                    <E T="03">Docket Numbers:</E>
                     RP25-1003-000.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Caledonia Energy Partners, L.L.C.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 4(d) Rate Filing: Normal filing 2025 to be effective 8/1/2025.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/2/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250702-5204.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/14/25.
                </P>
                <P>Any person desiring to intervene, to protest, or to answer a complaint in any of the above proceedings must file in accordance with Rules 211, 214, or 206 of the Commission's Regulations (18 CFR 385.211, 385.214, or 385.206) on or before 5:00 p.m. Eastern time on the specified comment date. Protests may be considered, but intervention is necessary to become a party to the proceeding.</P>
                <HD SOURCE="HD1">Filings in Existing Proceedings</HD>
                <P>
                    <E T="03">Docket Numbers:</E>
                     PR25-11-001.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Matterhorn Express Pipeline, LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     § 284.123 Rate Filing: Revised Statement of Operating Conditions to be effective 10/1/2024.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/2/25.
                    <PRTPAGE P="30230"/>
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250702-5136.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/23/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     RP25-492-001.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     High Island Offshore System, L.L.C.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Compliance filing: NAESB v. 7.0 Amendment to be effective 8/1/2025.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/2/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250702-5187.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/14/25.
                </P>
                <P>
                    <E T="03">Docket Numbers:</E>
                     RP25-811-002.
                </P>
                <P>
                    <E T="03">Applicants:</E>
                     Golden Pass Pipeline LLC.
                </P>
                <P>
                    <E T="03">Description:</E>
                     Compliance filing: Amended NAESB WGQ Version 4.0 Filing Cyber Standards Update to be effective 8/1/2025.
                </P>
                <P>
                    <E T="03">Filed Date:</E>
                     7/2/25.
                </P>
                <P>
                    <E T="03">Accession Number:</E>
                     20250702-5188.
                </P>
                <P>
                    <E T="03">Comment Date:</E>
                     5 p.m. ET 7/14/25.
                </P>
                <P>Any person desiring to protest in any the above proceedings must file in accordance with Rule 211 of the Commission's Regulations (18 CFR 385.211) on or before 5:00 p.m. Eastern time on the specified comment date.</P>
                <P>
                    The filings are accessible in the Commission's eLibrary system (
                    <E T="03">https://elibrary.ferc.gov/idmws/search/fercgensearch.asp</E>
                    ) by querying the docket number.
                </P>
                <P>
                    eFiling is encouraged. More detailed information relating to filing requirements, interventions, protests, service, and qualifying facilities filings can be found at: 
                    <E T="03">http://www.ferc.gov/docs-filing/efiling/filing-req.pdf.</E>
                     For other information, call (866) 208-3676 (toll free). For TTY, call (202) 502-8659.
                </P>
                <P>
                    The Commission's Office of Public Participation (OPP) supports meaningful public engagement and participation in Commission proceedings. OPP can help members of the public, including landowners, community organization, Tribal members and others, access publicly available information and navigate Commission processes. For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, the public is encouraged to contact OPP at (202) 502-6595 or 
                    <E T="03">OPP@ferc.gov.</E>
                      
                </P>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Debbie-Anne A. Reese,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12758 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6717-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF ENERGY</AGENCY>
                <SUBAGY>Federal Energy Regulatory Commission</SUBAGY>
                <DEPDOC>[Docket No. CX25-2-000]</DEPDOC>
                <SUBJECT>Adopting Categorical Exclusions Under the National Environmental Policy Act; Notice Of Adoption Of Categorical Exclusions Under The National Environmental Policy Act</SUBJECT>
                <P>
                    On July 3, 2025, the Commission issued an order in Docket No. CX25-2-000, pursuant to section 109 of the National Environmental Policy Act (NEPA), 42 U.S.C. 4336c, adopting two categorical exclusions from the US Bureau of Reclamation regarding actions at hydropower projects. 
                    <E T="03">Adopting Categorical Exclusions Under the National Environmental Policy Act,</E>
                     192 FERC ¶ 61,019 (2025).
                </P>
                <P>
                    The adoption becomes effective 31 days after the issuance date of the Commission's order, 
                    <E T="03">i.e.,</E>
                     on August 4, 2025.
                </P>
                <P>
                    The Commission provides all interested persons an opportunity to view and/or print the contents of its order via the internet through the Commission's Home Page (
                    <E T="03">http://www.ferc.gov</E>
                    ) using the “eLibrary” link. Enter the docket number excluding the last three digits in the docket number field to access the document. From FERC's Home Page on the internet, this information is available on eLibrary. The full text of this document is available on eLibrary in PDF and Microsoft Word format for viewing, printing, and/or downloading. To access this document in eLibrary, type the docket number excluding the last three digits of this document in the docket number field. User assistance is available for eLibrary and the FERC's website during normal business hours from FERC Online Support at 202-502-6652 (toll free at 1-866-208-3676) or email at 
                    <E T="03">ferconlinesupport@ferc.gov,</E>
                     or the Public Reference Room at (202) 502-8371, TTY (202) 502-8659. Email the Public Reference Room at 
                    <E T="03">public.referenceroom@ferc.gov.</E>
                </P>
                <P>The Commission's Office of Public Participation (OPP) supports meaningful public engagement and participation in Commission proceedings. OPP can help members of the public, including landowners, community organizations, Tribal members and others, access publicly available information and navigate Commission processes.</P>
                <P>
                    For public inquiries and assistance with making filings such as interventions, comments, or requests for rehearing, the public is encouraged to contact OPP at (202) 502-6595 or 
                    <E T="03">OPP@ferc.gov.</E>
                </P>
                <SIG>
                    <DATED>Dated: July 3, 2025.</DATED>
                    <NAME>Debbie-Anne A. Reese,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12754 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6717-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">FEDERAL COMMUNICATIONS COMMISSION</AGENCY>
                <DEPDOC>[OMB 3060-1267; FR ID 301823]</DEPDOC>
                <SUBJECT>Information Collection Being Reviewed by the Federal Communications Commission Under Delegated Authority</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Communications Commission.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice and request for comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>As part of its continuing effort to reduce paperwork burdens, and as required by the Paperwork Reduction Act (PRA) of 1995, the Federal Communications Commission (FCC or the Commission) invites the general public and other Federal agencies to take this opportunity to comment on the following information collection. Comments are requested concerning: whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; the accuracy of the Commission's burden estimate; ways to enhance the quality, utility, and clarity of the information collected; ways to minimize the burden of the collection of information on the respondents, including the use of automated collection techniques or other forms of information technology; and ways to further reduce the information collection burden on small business concerns with fewer than 25 employees.</P>
                    <P>The FCC may not conduct or sponsor a collection of information unless it displays a currently valid control number. No person shall be subject to any penalty for failing to comply with a collection of information subject to the PRA that does not display a valid Office of Management and Budget (OMB) control number.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Written PRA comments should be submitted on or before September 8, 2025. If you anticipate that you will be submitting comments, but find it difficult to do so within the period of time allowed by this notice, you should advise the contact listed below as soon as possible.</P>
                </DATES>
                <ADD>
                    <PRTPAGE P="30231"/>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Direct all PRA comments to Nicole Ongele, FCC, via email 
                        <E T="03">PRA@fcc.gov</E>
                         and to 
                        <E T="03">nicole.ongele@fcc.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>For additional information about the information collection, contact Nicole Ongele, (202) 418-2991.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P/>
                <P>
                    <E T="03">OMB Control Number:</E>
                     3060-1267.
                </P>
                <P>
                    <E T="03">Title:</E>
                     FCC Anti-Harassment Intake Form.
                </P>
                <P>
                    <E T="03">Form Number:</E>
                     FCC Form 5632.
                </P>
                <P>
                    <E T="03">Type of Review:</E>
                     Extension of a currently approved collection.
                </P>
                <P>
                    <E T="03">Respondents:</E>
                     Individuals or households; Federal Government.
                </P>
                <P>
                    <E T="03">Number of Respondents and Responses:</E>
                     2 respondents and 2 responses.
                </P>
                <P>
                    <E T="03">Estimated Time per Response:</E>
                     3 hours.
                </P>
                <P>
                    <E T="03">Frequency of Response:</E>
                     One-time reporting requirement.
                </P>
                <P>
                    <E T="03">Obligation to Respond:</E>
                     Voluntary. Statutory authority for these collections is contained in the 
                    <E T="03">Civil Rights Act of 1964</E>
                     section 7, as amended, 42 U.S.C. 2000e; 
                    <E T="03">Age Discrimination in Employment Act of 1967</E>
                     (ADEA), 29 U.S.C. 621-634; 
                    <E T="03">Americans with Disabilities Act of 1990</E>
                     (ADA), as amended, 42 U.S.C. 12101-12213; 
                    <E T="03">Rehabilitation Act of 1973,</E>
                     as amended, 29 U.S.C. 501 
                    <E T="03">et seq.</E>
                </P>
                <P>
                    <E T="03">Total Annual Burden:</E>
                     9 hours.
                </P>
                <P>
                    <E T="03">Total Annual Cost:</E>
                     $4,050.
                </P>
                <P>
                    <E T="03">Needs and Uses:</E>
                     FCC employees and related individuals may seek a forum through the Anti-Harassment Program for inquiry and resolution of harassment claims by completing FCC Form 5632.
                </P>
                <SIG>
                    <FP>Federal Communications Commission.</FP>
                    <NAME>Marlene Dortch,</NAME>
                    <TITLE>Secretary, Office of the Secretary.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12700 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6712-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">FEDERAL MARITIME COMMISSION</AGENCY>
                <DEPDOC>[Docket No. 25-13]</DEPDOC>
                <SUBJECT>American Iron &amp; Metal Company Inc., Complainant v. Priva Logistics Inc., Respondent.; Notice of Filing of Complaint and Assignment</SUBJECT>
                <P>
                    Notice is given that a complaint has been filed with the Federal Maritime Commission (the “Commission”) by American Iron &amp; Metal Company Inc. (the “Complainant”) against Priva Logistics Inc. (the “Respondent”). Complainant states that the Commission has subject-matter jurisdiction over the complaint pursuant to the Shipping Act of 1984, as amended, 46 U.S.C. 40101, 
                    <E T="03">et seq.,</E>
                     and personal jurisdiction over Respondent as a non-vessel operating common carrier, as defined in 46 U.S.C. 40102(17), and ocean transportation intermediary, as defined in 46 U.S.C. 40102 (20).
                </P>
                <P>Complainant is a corporation organized under the laws of Canada with its principal place of business located in Montreal, Canada.</P>
                <P>Complainant identifies Respondent as a corporation organized under the laws of the State of New York with its principal place of business in Hicksville, New York.</P>
                <P>Complainant alleges that Respondent violated 46 U.S.C. 41102(c); 41104(a)(10); 46 CFR 545.4; and 545.5. Complainant alleges these violations arose from Respondent's refusal to release sea waybills until payment of charges associated with an unrelated booking, and other acts or omissions by Respondent.</P>
                <P>An answer to the complaint must be filed with the Commission within 25 days after the date of service.</P>
                <P>
                    The full text of the complaint can be found in the Commission's electronic Reading Room at 
                    <E T="03">https://www2.fmc.gov/readingroom/proceeding/25-13/.</E>
                     This proceeding has been assigned to the Office of Administrative Law Judges. The initial decision of the presiding judge shall be issued by July 6, 2026, and the final decision of the Commission shall be issued by January 19, 2027.
                </P>
                <EXTRACT>
                    <FP>(Authority: 46 U.S.C. 41301; 46 CFR 502.61(c))</FP>
                </EXTRACT>
                <SIG>
                    <DATED>Served: July 3, 2025.</DATED>
                    <NAME>David Eng,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12722 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 6730-02-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">FEDERAL RESERVE SYSTEM</AGENCY>
                <SUBJECT>Formations of, Acquisitions by, and Mergers of Bank Holding Companies</SUBJECT>
                <P>
                    The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 
                    <E T="03">et seq.</E>
                    ) (BHC Act), Regulation Y (12 CFR part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.
                </P>
                <P>
                    The public portions of the applications listed below, as well as other related filings required by the Board, if any, are available for immediate inspection at the Federal Reserve Bank(s) indicated below and at the offices of the Board of Governors. This information may also be obtained on an expedited basis, upon request, by contacting the appropriate Federal Reserve Bank and from the Board's Freedom of Information Office at 
                    <E T="03">https://www.federalreserve.gov/foia/request.htm.</E>
                     Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)).
                </P>
                <P>Comments received are subject to public disclosure. In general, comments received will be made available without change and will not be modified to remove personal or business information including confidential, contact, or other identifying information. Comments should not include any information such as confidential information that would not be appropriate for public disclosure.</P>
                <P>Comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors, Ann E. Misback, Secretary of the Board, 20th Street and Constitution Avenue, NW, Washington, DC 20551-0001, not later than August 8, 2025.</P>
                <P>
                    <E T="03">A. Federal Reserve Bank of Kansas City</E>
                     (Jeffrey Imgarten, Assistant Vice President) 1 Memorial Drive, Kansas City, Missouri 64198-0001. Comments can also be sent electronically to 
                    <E T="03">KCApplicationComments@kc.frb.org:</E>
                </P>
                <P>
                    1. 
                    <E T="03">Kansas Investors Bancshares, Inc., Blue Mound, Kansas;</E>
                     to become a bank holding company by acquiring The Farmers State Bank of Blue Mound, Blue Mound, Kansas.
                </P>
                <P>
                    2. 
                    <E T="03">West 4 Bancshares, Inc., Healy, Kansas;</E>
                     to acquire The First State Bank of Ransom, Ransom, Kansas.
                </P>
                <SIG>
                    <P>Board of Governors of the Federal Reserve System.</P>
                    <NAME>Benjamin W. McDonough,</NAME>
                    <TITLE>Deputy Secretary of the Board.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12773 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF HEALTH AND HUMAN SERVICES</AGENCY>
                <SUBAGY>Administration for Children and Families</SUBAGY>
                <DEPDOC>[OMB #: 0970-0427]</DEPDOC>
                <SUBJECT>Submission for Office of Management and Budget Review; Head Start Program Information Report</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>
                        Office of Head Start, Administration for Children and 
                        <PRTPAGE P="30232"/>
                        Families, U.S. Department of Health and Human Services.
                    </P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Request for public comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Administration for Children and Families (ACF) Office of Head Start (OHS) is requesting a 3-year extension of the Head Start Program Information Report (PIR), Monthly Enrollment reporting instrument, and Center Locations and Contacts instrument (Office of Management and Budget (OMB) #0970-0427, expiration June 30, 2025). OHS has not made any updates to these instruments.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        <E T="03">Comments due August 8, 2025.</E>
                         OMB must decide about the collection of information between 30 and 60 days after publication of this document in the 
                        <E T="04">Federal Register</E>
                        . Therefore, a comment is best assured of having its full effect if OMB receives it within 30 days of publication.
                    </P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to 
                        <E T="03">www.reginfo.gov/public/do/PRAMain.</E>
                         Find this particular information collection by selecting “Currently under 30-day Review—Open for Public Comments” or by using the search function. You can also obtain copies of the proposed collection of information by emailing 
                        <E T="03">infocollection@acf.hhs.gov.</E>
                         Identify all emailed requests by the title of the information collection.
                    </P>
                </ADD>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P/>
                <P>
                    <E T="03">Description:</E>
                     OHS is requesting an extension, without changes, of the Head Start PIR information collection authority. The following instruments are included in this information collection: (1) PIR, (2) Monthly Enrollment, and (3) Center Locations and Contacts. The PIR is used for federal program management purposes including to promote decision-making using data, is a major source of information used to respond to Congressional and public inquiries about Head Start programs and is used often by researchers. Monthly enrollment reporting supports oversight activities related to promoting full enrollment of programs. Center locations and contact reporting is used to help parents locate a program in their community. In general, these information collections together create key administrative datasets to support administration of the program. There are no updates to the current OMB-approved PIR.
                </P>
                <P>
                    <E T="03">Respondents:</E>
                     Head Start Grant Recipients.
                </P>
                <GPOTABLE COLS="5" OPTS="L2,i1" CDEF="s50,12,12,12,12">
                    <TTITLE>Annual Burden Estimates</TTITLE>
                    <BOXHD>
                        <CHED H="1">Instrument</CHED>
                        <CHED H="1">
                            Annual
                            <LI>number of</LI>
                            <LI>respondents</LI>
                        </CHED>
                        <CHED H="1">
                            Annual
                            <LI>number of</LI>
                            <LI>responses per</LI>
                            <LI>respondent</LI>
                        </CHED>
                        <CHED H="1">
                            Average
                            <LI>burden hours</LI>
                            <LI>per response</LI>
                        </CHED>
                        <CHED H="1">
                            Annual
                            <LI>burden hours</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">Head Start PIR</ENT>
                        <ENT>1,600</ENT>
                        <ENT>2.25</ENT>
                        <ENT>1</ENT>
                        <ENT>3,600</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Monthly Enrollment</ENT>
                        <ENT>1,600</ENT>
                        <ENT>27</ENT>
                        <ENT>0.05</ENT>
                        <ENT>2,160</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Center Locations and Contacts</ENT>
                        <ENT>1,600</ENT>
                        <ENT>15</ENT>
                        <ENT>0.25</ENT>
                        <ENT>6,000</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    <E T="03">Estimated Total Annual Burden Hours:</E>
                     11,760.
                </P>
                <P>
                    <E T="03">Authority:</E>
                     42 U.S.C. 9801 
                    <E T="03">et seq.</E>
                </P>
                <SIG>
                    <NAME>Mary C. Jones,</NAME>
                    <TITLE>ACF/OPRE Certifying Officer.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12659 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4184-40-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HEALTH AND HUMAN SERVICES</AGENCY>
                <SUBAGY>Administration for Children and Families</SUBAGY>
                <DEPDOC>[OMB #: 0970-0433]</DEPDOC>
                <SUBJECT>Submission for Office of Management and Budget Review; Plan for Foster Care and Adoption Assistance—Title IV-E</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Children's Bureau, Administration for Children and Families, U.S. Department of Health and Human Services.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Request for public comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Administration for Children and Families (ACF) is requesting a 3-year extension and revisions to the Plan for Foster Care and Adoption Assistance—Title IV-E, (OMB#: 0970-0433, expiration July 31, 2025). This plan also incorporates the plan requirements for the optional guardianship assistance, Title IV-E prevention services and the Title IV-E kinship navigator programs.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        <E T="03">Comments due August 8, 2025.</E>
                         In compliance with the requirements of the Paperwork Reduction Act of 1995, ACF is soliciting public comment on the specific aspects of the information collection described above.
                    </P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        You can obtain copies of the proposed collection of information and submit comments by emailing 
                        <E T="03">infocollection@acf.hhs.gov.</E>
                         Identify all requests by the title of the information collection.
                    </P>
                </ADD>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P/>
                <P>
                    <E T="03">Description:</E>
                     A title IV-E plan is required by section 471, part IV-E of the Social Security Act (the Act) for each public child welfare agency requesting federal funding under the Act for foster care and adoption assistance, as well as for the optional guardianship assistance, kinship navigator and prevention services programs. Section 479B of the Act provides for an Indian tribe, tribal organization or tribal consortium (tribe) to operate a title IV-E program in the same manner as a state with minimal exceptions. The tribe must have an approved title IV-E Plan.
                </P>
                <P>The title IV-E plan provides assurances the programs will be administered in conformity with the specific requirements stipulated in title IV-E. The plan must include all applicable state or tribal statutory, regulatory, or policy references and citations for each requirement as well as supporting documentation. A title IV-E agency may use the pre-print format prepared by the Children's Bureau or a different format, on the condition that the format used includes all the title IV-E plan requirements of the law.</P>
                <P>Section A of the title IV-E plan pre-print addresses requirements for the Foster Care, Adoption Assistance and optional Guardianship Assistance and Kinship Navigator programs. For these programs, the plan submission remains in effect until amendments are required due either to changes in federal requirements or agency operations.</P>
                <P>Section B of the title IV-E plan pre-print addresses requirements for the Prevention Services program. This program requires a plan submission every five years, and amendments as needed.</P>
                <P>
                    Both sections of the title IV-E preprint include minor revisions to reflect recent changes in statutory, regulatory and policy requirements or options and to remove outdated 
                    <PRTPAGE P="30233"/>
                    information. All revisions in policy and requirements have been communicated to title IV-E agencies through prior policy issuances.
                </P>
                <P>Revisions in Section A include:</P>
                <P>• Updates to provisions relating to children missing from foster care, enacted through Public Law 117-348, the Trafficking Victims Prevention and Protection Reauthorization Act of 2022; and</P>
                <P>• Updates to requirements and flexibilities for relative and kin foster care homes, including allowing separate licensing standards for relative and kin foster homes</P>
                <P>Revisions in Section B include:</P>
                <P>• A streamlined approach for title IV-E agencies to request renewal of a previously approved 5-year plan; and</P>
                <P>• Revisions reflecting additional flexibilities in program requirements for tribes participating in the program through an agreement with another title IV-E agency.</P>
                <P>
                    <E T="03">Respondents:</E>
                     State, territorial and tribal title IV-E agencies.
                </P>
                <HD SOURCE="HD1">Annual Burden Estimates</HD>
                <P>Respondents complete and submit a IV-E plan or plan amendment as needed for the foster care, adoption assistance and guardianship assistance programs; and a IV-E plan attachment as needed for the kinship navigator program. Respondents must complete and submit the plan for the prevention program every five years, and amendments as needed. Burden estimates below reflect an estimated total burden for a 3-year period divided by three to provide an annual estimate. ACF estimates that over the 3-year period 54 respondents will submit a new or amended title IV-E plan for the foster care, adoption assistance, and guardianship assistance programs; 48 respondents will submit new or amended prevention plans; and 15 respondents will submit new or amended title IV-E kinship navigator plan attachments.</P>
                <GPOTABLE COLS="6" OPTS="L2,nj,i1" CDEF="s75,12,12,12,12,12">
                    <TTITLE>Annual Burden Estimates</TTITLE>
                    <BOXHD>
                        <CHED H="1">Instrument</CHED>
                        <CHED H="1">
                            Total
                            <LI>number of</LI>
                            <LI>respondents</LI>
                        </CHED>
                        <CHED H="1">
                            Total
                            <LI>number of</LI>
                            <LI>responses per</LI>
                            <LI>respondent</LI>
                        </CHED>
                        <CHED H="1">
                            Average
                            <LI>burden hours</LI>
                            <LI>per response</LI>
                        </CHED>
                        <CHED H="1">
                            Total
                            <LI>burden hours</LI>
                        </CHED>
                        <CHED H="1">
                            Annual
                            <LI>burden hours</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">Title IV-E Plan</ENT>
                        <ENT>54</ENT>
                        <ENT>1</ENT>
                        <ENT>16</ENT>
                        <ENT>864</ENT>
                        <ENT>288</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Title IV-E prevention services plan</ENT>
                        <ENT>48</ENT>
                        <ENT>1</ENT>
                        <ENT>5</ENT>
                        <ENT>240</ENT>
                        <ENT>80</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Attachment to Title IV-E plan for Kinship Navigator Program</ENT>
                        <ENT>15</ENT>
                        <ENT>1</ENT>
                        <ENT>1</ENT>
                        <ENT>15</ENT>
                        <ENT>5</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Estimated Total Annual Burden Hours</ENT>
                        <ENT/>
                        <ENT/>
                        <ENT/>
                        <ENT/>
                        <ENT>373</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    <E T="03">Comments:</E>
                     The Department specifically requests comments on (a) whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility; (b) the accuracy of the agency's estimate of the burden of the proposed collection of information; (c) the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted within 30 days of this publication.
                </P>
                <P>
                    <E T="03">Authority:</E>
                     42 U.S.C. 5106(b)(5); 42 U.S.C. 5113(b)(4); 42 U.S.C. 629h.
                </P>
                <SIG>
                    <NAME>Mary C. Jones,</NAME>
                    <TITLE>ACF/OPRE Certifying Officer.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12660 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4184-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HEALTH AND HUMAN SERVICES</AGENCY>
                <SUBAGY>Administration for Children and Families</SUBAGY>
                <DEPDOC>[OMB #: 0970-0166]</DEPDOC>
                <SUBJECT>Submission for Office of Management and Budget Review; National Directory of New Hires</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Child Support Enforcement, Administration for Children and Families, U.S. Department of Health and Human Services.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Request for public comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Office of Child Support Enforcement (OCSE), Administration for Children and Families (ACF), is requesting the Office of Management and Budget (OMB) to approve the National Directory of New Hires (NDNH), with minor changes, for an additional 3 years. The current OMB approval expires July 31, 2025.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        <E T="03">Comments due August 8, 2025.</E>
                         OMB must make a decision about the collection of information between 30 and 60 days after publication of this document in the 
                        <E T="04">Federal Register</E>
                        . Therefore, a comment is best assured of having its full effect if OMB receives it within 30 days of publication.
                    </P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to 
                        <E T="03">www.reginfo.gov/public/do/PRAMain.</E>
                         Find this particular information collection by selecting “Currently under 30-day Review—Open for Public Comments” or by using the search function. You can also obtain copies of the proposed collection of information by emailing 
                        <E T="03">infocollection@acf.hhs.gov.</E>
                         Identify all emailed requests by the title of the information collection.
                    </P>
                </ADD>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P/>
                <P>
                    <E T="03">Description:</E>
                     The NDNH is a federally mandated repository of employment and wage information. The information maintained in the NDNH is collected electronically and used for authorized purposes. State child support agencies use the NDNH information to locate a parent living or working in a different state and to take appropriate interstate actions to establish, modify, or enforce a child support order. Specific state and federal agencies also use NDNH information for authorized purposes to help administer certain programs, prevent overpayments, detect fraud, assess benefits, and recover funds, as provided under 42 U.S.C. 653(i)(1). OCSE changed the unconventional date format to a standard format in the NDNH record specifications and changed the Multistate Employer Registration Form to revise language, 
                    <PRTPAGE P="30234"/>
                    update links, and remove the option to submit it by mail.
                </P>
                <P>
                    <E T="03">Respondents:</E>
                     Employers, State Child Support Agencies, and State Workforce Agencies.
                </P>
                <GPOTABLE COLS="5" OPTS="L2,i1" CDEF="s50,12,12,12,12">
                    <TTITLE>Annual Burden Estimates</TTITLE>
                    <BOXHD>
                        <CHED H="1">Instrument</CHED>
                        <CHED H="1">
                            Annual
                            <LI>number of</LI>
                            <LI>respondents</LI>
                        </CHED>
                        <CHED H="1">
                            Annual
                            <LI>number of</LI>
                            <LI>responses per</LI>
                            <LI>respondent</LI>
                        </CHED>
                        <CHED H="1">
                            Average
                            <LI>annual</LI>
                            <LI>burden hours</LI>
                            <LI>per response</LI>
                        </CHED>
                        <CHED H="1">
                            Annual
                            <LI>burden hours</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">New Hire: Employers Reporting Manually</ENT>
                        <ENT>5,667,878</ENT>
                        <ENT>1.56</ENT>
                        <ENT>.025</ENT>
                        <ENT>221,047.24</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">New Hire: Employers Reporting Electronically</ENT>
                        <ENT>626,726</ENT>
                        <ENT>126.80</ENT>
                        <ENT>.00028</ENT>
                        <ENT>22,251.28</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">New Hire: States</ENT>
                        <ENT>54</ENT>
                        <ENT>163,513.97</ENT>
                        <ENT>.017</ENT>
                        <ENT>150,105.82</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Quarterly Wage Unemployment Insurance</ENT>
                        <ENT>53</ENT>
                        <ENT>28.00</ENT>
                        <ENT>.00028</ENT>
                        <ENT>0.42</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Multistate Employer Registration Form</ENT>
                        <ENT>1,555</ENT>
                        <ENT>1.00</ENT>
                        <ENT>.05</ENT>
                        <ENT>77.75</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    <E T="03">Estimated Total Annual Burden Hours:</E>
                     393,482.51.
                </P>
                <P>
                    <E T="03">Authority:</E>
                     42 U.S.C. 653A(b)(1)(A) and (B); 42 U.S.C. 653A(g)(2)(A) and (B); 42 U.S.C. 503(h)(1)(A); and 26 U.S.C. 3304(a)(16)(B).
                </P>
                <SIG>
                    <NAME>Mary C. Jones,</NAME>
                    <TITLE>ACF/OPRE Certifying Officer.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12658 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4184-41-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HEALTH AND HUMAN SERVICES</AGENCY>
                <SUBAGY>Food and Drug Administration</SUBAGY>
                <DEPDOC>[Docket No. FDA-2012-D-0429]</DEPDOC>
                <SUBJECT>Agency Information Collection Activities; Proposed Collection; Comment Request; Meetings With Industry and Investigators on the Research and Development of Tobacco Products</SUBJECT>
                <HD SOURCE="HD1">Correction</HD>
                <P>In notice document 2025-11948, appearing on page 27636, in the issue of Friday, June 27, 2025, the subject line is corrected to read as set forth above.</P>
            </PREAMB>
            <FRDOC>[FR Doc. C1-2025-11948 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 0099-10-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2534]</DEPDOC>
                <SUBJECT>Changes in Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>This notice lists communities where the addition or modification of Base Flood Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA) boundaries or zone designations, or the regulatory floodway (hereinafter referred to as flood hazard determinations), as shown on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports, prepared by the Federal Emergency Management Agency (FEMA) for each community, is appropriate because of new scientific or technical data. The FIRM, and where applicable, portions of the FIS report, have been revised to reflect these flood hazard determinations through issuance of a Letter of Map Revision (LOMR), in accordance with Federal Regulations. The current effective community number is shown in the table below and must be used for all new policies and renewals.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>These flood hazard determinations will be finalized on the dates listed in the table below and revise the FIRM panels and FIS report in effect prior to this determination for the listed communities.</P>
                    <P>From the date of the second publication of notification of these changes in a newspaper of local circulation, any person has 90 days in which to request through the community that the Deputy Associate Administrator for Insurance and Mitigation reconsider the changes. The flood hazard determination information may be changed during the 90-day period.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The affected communities are listed in the table below. Revised flood hazard information for each community is available for inspection at both the online location and the respective community map repository address listed in the table below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>Submit comments and/or appeals to the Chief Executive Officer of the community as listed in the table below.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The specific flood hazard determinations are not described for each community in this notice. However, the online location and local community map repository address where the flood hazard determination information is available for inspection is provided.</P>
                <P>Any request for reconsideration of flood hazard determinations must be submitted to the Chief Executive Officer of the community as listed in the table below.</P>
                <P>
                    The modifications are made pursuant to section 201 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4105, and are in accordance with the National Flood Insurance Act of 1968, 42 U.S.C. 4001 
                    <E T="03">et seq.,</E>
                     and with 44 CFR part 65.
                </P>
                <P>The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                <P>
                    These flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain 
                    <PRTPAGE P="30235"/>
                    management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. The flood hazard determinations are in accordance with 44 CFR 65.4.
                </P>
                <P>
                    The affected communities are listed in the following table. Flood hazard determination information for each community is available for inspection at both the online location and the respective community map repository address listed in the table below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                  
                <GPOTABLE COLS="7" OPTS="L2,nj,tp0,p7,7/8,i1" CDEF="s50,xl50,xl75,xl75,xl90,xs55,10">
                      
                    <TTITLE>   </TTITLE>
                    <BOXHD>
                          
                        <CHED H="1">State and county  </CHED>
                        <CHED H="1">
                            Location and
                            <LI>case No.  </LI>
                        </CHED>
                        <CHED H="1">
                            Chief executive officer
                            <LI>of community  </LI>
                        </CHED>
                        <CHED H="1">
                            Community map 
                            <LI>repository  </LI>
                        </CHED>
                        <CHED H="1">
                            Online location of letter
                            <LI>of map revision  </LI>
                        </CHED>
                        <CHED H="1">
                            Date of
                            <LI>modification  </LI>
                        </CHED>
                        <CHED H="1">
                            Community
                            <LI>No.</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="22">Florida</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Bay</ENT>
                        <ENT>Unincorporated areas of Bay County (24-04-7348P).</ENT>
                        <ENT>Robert Majka, Bay County Manager, 840 West 11th Street, Panama City, FL 32401.</ENT>
                        <ENT>Bay County Planning and Zoning Department, 840 West 11th Street, Panama City, FL 32401.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 25, 2025</ENT>
                        <ENT>120004</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Collier</ENT>
                        <ENT>Unincorporated areas of Collier County (25-04-1234P).</ENT>
                        <ENT>Amy Patterson, Manager, Collier County, 3299 Tamiami Trail East, Suite 202, Naples, FL 34112.</ENT>
                        <ENT>Collier County Growth Management Community Development Department, Naples, FL 34104.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>120067</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Lake</ENT>
                        <ENT>City of Leesburg (24-04-2701P).</ENT>
                        <ENT>The Honorable Alan Reisman, Mayor, City of Leesburg, 501 West Meadow Street, Leesburg, FL 34748.</ENT>
                        <ENT>City Hall, 501 West Meadow Street, Leesburg, FL 34748.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 25, 2025</ENT>
                        <ENT>120136</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Orange</ENT>
                        <ENT>City of Orlando (24-04-4619P).</ENT>
                        <ENT>The Honorable Buddy Dyer, Mayor, City of Orlando, 400 South Orange Avenue, Orlando, FL 32801.</ENT>
                        <ENT>Public Works Department, Engineering Services Division, 400 South Orange Avenue, 8th Floor, Orlando, FL 32801.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 8, 2025</ENT>
                        <ENT>120186</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Orange</ENT>
                        <ENT>City of Orlando (25-04-0459P).</ENT>
                        <ENT>The Honorable Buddy Dyer, Mayor, City of Orlando, 400 South Orange Avenue, Orlando, FL 32801.</ENT>
                        <ENT>Public Works Department, Engineering Services Division, 400 South Orange Avenue, 8th Floor, Orlando, FL 32801.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 14, 2025</ENT>
                        <ENT>120186</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Orange</ENT>
                        <ENT>Unincorporated areas of Orange County (24-04-2048P).</ENT>
                        <ENT>The Honorable Jerry L. Demings, Mayor, Orange County, 201 South Rosalind Avenue, 5th Floor, Orlando, FL 32801.</ENT>
                        <ENT>Public Works Department, Stormwater Management Division, 4200 South John Young Parkway, Orlando, FL 32839.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 5, 2025</ENT>
                        <ENT>120179</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Osceola</ENT>
                        <ENT>Unincorporated areas of Osceola County (24-04-5261P).</ENT>
                        <ENT>Don Fisher, Manager, Osceola County, 1 Courthouse Square, Suite 4700, Kissimmee, FL 34741.</ENT>
                        <ENT>Osceola County Public Works Department, 1 Courthouse Square, Suite 1400, Kissimmee, FL 34741.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 8, 2025</ENT>
                        <ENT>120189</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Volusia</ENT>
                        <ENT>City of Ormond Beach (24-04-1515P).</ENT>
                        <ENT>Joyce Shanahan, Manager, City of Ormond Beach, 22 South Beach Street, Ormond Beach, FL 32174.</ENT>
                        <ENT>City Hall, 22 South Beach Street, Ormond Beach, FL 32174.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 26, 2025</ENT>
                        <ENT>125136</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Volusia</ENT>
                        <ENT>Unincorporated areas of Volusia County (24-04-1515P).</ENT>
                        <ENT>George Recktenwald, Manager, Volusia County, 123 West Indiana Avenue, DeLand, FL 32720.</ENT>
                        <ENT>Volusia County Thomas C. Kelly Administration Center, 123 West Indiana Avenue, DeLand, FL 32720.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 26, 2025</ENT>
                        <ENT>125155</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Georgia: Forsyth</ENT>
                        <ENT>Unincorporated areas of Forsyth County (24-04-4810P).</ENT>
                        <ENT>David McKee, Manager, Forsyth County, 110 East Main Street, Suite 210, Cumming, GA 30040.</ENT>
                        <ENT>Forsyth County, Administration Center, 110 East Main Street, Suite 130, Cumming, GA 30040.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 4, 2025</ENT>
                        <ENT>130312</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Indiana:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Hancock</ENT>
                        <ENT>City of Greenfield (22-05-2944P).</ENT>
                        <ENT>The Honorable Guy Titus, Mayor, City of Greenfield, 10 South State Street, Greenfield, IN 46140.</ENT>
                        <ENT>City Hall, 10 South State Street, Greenfield, IN 46140.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 11, 2025</ENT>
                        <ENT>180084</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Hancock</ENT>
                        <ENT>Unincorporated areas of Hancock County (22-05-2944P).</ENT>
                        <ENT>Bill Spalding, President, Hancock County Board of Commissioners, 111 South American Legion Place, Suite 217, Greenfield, IN 46140.</ENT>
                        <ENT>Hancock County Annex Building, 111 South American Legion Place, Suite 171, Greenfield, IN 46140.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 11, 2025</ENT>
                        <ENT>180419</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Minnesota:</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30236"/>
                        <ENT I="03">Dakota</ENT>
                        <ENT>City of Apple Valley (23-05-1985P).</ENT>
                        <ENT>The Honorable Clint Hooppaw, Mayor, City of Apple Valley, 7100 147th Street West, Apple Valley, MN 55124.</ENT>
                        <ENT>City Hall, 7100 147th Street West, Apple Valley, MN 55124.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>270050</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Dakota</ENT>
                        <ENT>City of Burnsville (23-05-1985P).</ENT>
                        <ENT>The Honorable Elizabeth Kautz, Mayor, City of Burnsville, 100 Civic Center Parkway, Burnsville, MN 55337.</ENT>
                        <ENT>City Hall, 100 Civic Center Parkway, Burnsville, MN 55337.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>270102</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Dakota</ENT>
                        <ENT>City of Lakeville (23-05-1985P).</ENT>
                        <ENT>The Honorable Luke Hellier, Mayor, City of Lakeville, 20195 Holyoke Avenue, Lakeville, MN 55044.</ENT>
                        <ENT>City Hall, 20195 Holyoke Avenue, Lakeville, MN 55044.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>270107</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Mississippi: Harrison.</ENT>
                        <ENT>City of Pass Christian (25-04-0868P).</ENT>
                        <ENT>The Honorable Jimmy Rafferty, Mayor, City of Pass Christian, 200 West Scenic Drive, Pass Christian, MS 39571.</ENT>
                        <ENT>Building Department, 200 West Scenic Drive, Pass Christian, MS 39571.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 11, 2025</ENT>
                        <ENT>285261</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">New Jersey: Somerset.</ENT>
                        <ENT>Borough of Manville (24-02-0606P).</ENT>
                        <ENT>The Honorable Richard M. Onderko, Mayor, Borough of Manville, 325 North Main Street, Manville, NJ 08835.</ENT>
                        <ENT>Building Department, 325 North Main Street, Manville, NJ 08835.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 4, 2025</ENT>
                        <ENT>340437</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">North Carolina: Forsyth.</ENT>
                        <ENT>City of Winston-Salem (24-04-7062P).</ENT>
                        <ENT>The Honorable Allen Joines, Mayor, City of Winston-Salem, P.O. Box 2511, Winston-Salem, NC 27102.</ENT>
                        <ENT>City Hall, 100 East 1st Street, Winston-Salem NC 27101.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 5, 2025</ENT>
                        <ENT>375360</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Pennsylvania:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Montgomery</ENT>
                        <ENT>Borough of Conshohocken (24-03-0897P).</ENT>
                        <ENT>Tina Sokolowski, President, Borough of Conshohocken Council, 400 Fayette Street, Conshohocken, PA 19428.</ENT>
                        <ENT>Borough Hall, 400 Fayette Street, Suite 200, Conshohocken, PA 19428.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>420949</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Montgomery</ENT>
                        <ENT>Borough of West Conshohocken (24-03-0897P).</ENT>
                        <ENT>The Honorable Danelle Fournier, Mayor, Borough of West Conshohocken, 112 Ford Street, West Conshohocken, PA 19428.</ENT>
                        <ENT>Borough Hall, 112 Ford Street, West Conshohocken, PA 19428.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>420710</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Montgomery</ENT>
                        <ENT>Township of Plymouth (24-03-0897P).</ENT>
                        <ENT>Matt West, Manager, Township of Plymouth, 700 Belvoir Road, Plymouth Meeting, PA 19462.</ENT>
                        <ENT>Township Hall, 700 Belvoir Road, Plymouth Meeting, PA 19462.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>420955</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Tennessee: Shelby</ENT>
                        <ENT>City of Lakeland (24-04-1254P).</ENT>
                        <ENT>The Honorable Josh Roman, Mayor, City of Lakeland, 10001 Highway 70, Lakeland, TN 38002.</ENT>
                        <ENT>City Hall, 10001 Highway 70, Lakeland, TN 38002.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 4, 2025</ENT>
                        <ENT>470402</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Texas:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Bexar</ENT>
                        <ENT>City of San Antonio (24-06-0795P).</ENT>
                        <ENT>The Honorable Ron Nirenberg, Mayor, City of San Antonio, P.O. Box 839966, San Antonio, TX 78283.</ENT>
                        <ENT>Public Works Department, Storm Water Division, 1901 South Alamo Street, 2nd Floor, San Antonio, TX 78205.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 11, 2025</ENT>
                        <ENT>480045</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Collin</ENT>
                        <ENT>City of McKinney (24-06-2290P).</ENT>
                        <ENT>The Honorable George Fuller, Mayor, City of McKinney, P O. Box 517, McKinney, TX 75070.</ENT>
                        <ENT>Engineering Department, 401 East Virginia Street, McKinney, TX 75069.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>480135</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Collin and Denton</ENT>
                        <ENT>City of Plano (24-06-0941P).</ENT>
                        <ENT>The Honorable John B. Muns, Mayor, City of Plano, 1520 K Avenue, Plano, TX 75074.</ENT>
                        <ENT>City Hall, 1520 K Avenue, Plano, TX 75074.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 2, 2025</ENT>
                        <ENT>480140</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Gillespie</ENT>
                        <ENT>City of Fredericksburg (24-06-1853P).</ENT>
                        <ENT>The Honorable Jeryl Hoover, Mayor, City of Fredericksburg, 126 West Main Street, Fredericksburg, TX 78624.</ENT>
                        <ENT>City Hall, 126 West Main Street, Fredericksburg, TX 78624.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 11, 2025</ENT>
                        <ENT>480252</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Hays</ENT>
                        <ENT>Unincorporated areas of Hays County (25-06-0011X).</ENT>
                        <ENT>The Honorable Ruben Becerra, Hays County Judge, 111 East San Antonio Street, Suite 300, San Marcos, TX 78666.</ENT>
                        <ENT>Hays County Development Services Department, 2171 Yarrington Road, Kyle, TX 78640.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 11, 2025</ENT>
                        <ENT>480321</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30237"/>
                        <ENT I="03">Montgomery</ENT>
                        <ENT>City of Conroe (24-06-1194P).</ENT>
                        <ENT>The Honorable Duke W. Coon, Mayor, City of Conroe, P.O. Box 3066, Conroe, TX 77301.</ENT>
                        <ENT>City Hall, 300 West Davis Street, Conroe, TX 77301.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 11, 2025</ENT>
                        <ENT>480484</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Montgomery</ENT>
                        <ENT>Unincorporated areas of Montgomery County (24-06-1194P).</ENT>
                        <ENT>The Honorable Mark J. Keough, Montgomery County Judge, 501 North Thompson Street, Suite 401, Conroe, TX 77301.</ENT>
                        <ENT>Montgomery County Alan B. Sadler Commissioners Court Building, 501 North Thompson Street, Suite 100, Conroe, TX 77301.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 11, 2025</ENT>
                        <ENT>480483</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Wise</ENT>
                        <ENT>City of Chico (24-06-1613P).</ENT>
                        <ENT>The Honorable Colleen Self, Mayor, City of Chico, P.O. Box 37, Chico, TX 76431.</ENT>
                        <ENT>City Hall, 400 South Hovey Street, Chico, TX 76431.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 12, 2025</ENT>
                        <ENT>481053</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Virginia:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Loudoun</ENT>
                        <ENT>Town of Leesburg (24-03-0775P).</ENT>
                        <ENT>Kaj Dentler, Manager, Town of Leesburg, 25 West Market Street, Leesburg, VA 20176.</ENT>
                        <ENT>Department of Community Development, Engineering Division, 222 Catoctin Circle, Suite 200, Leesburg, VA 20175.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 8, 2025</ENT>
                        <ENT>510091</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Loudoun</ENT>
                        <ENT>Town of Leesburg (24-03-0821P).</ENT>
                        <ENT>Kaj Dentler, Manager, Town of Leesburg, 25 West Market Street, Leesburg, VA 20176.</ENT>
                        <ENT>Department of Community Development, Engineering Division, 222 Catoctin Circle, Suite 200, Leesburg, VA 20175.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 4, 2025</ENT>
                        <ENT>510091</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Loudoun</ENT>
                        <ENT>Unincorporated areas of Loudoun County (24-03-0775P).</ENT>
                        <ENT>Tim Hemstreet, Administrator, Loudoun County, 1 Harrison Street, Southeast, 5th Floor, Leesburg, VA 20175.</ENT>
                        <ENT>Loudoun County Government Center, 1 Harrison Street Southeast, 3rd Floor, MSC #60, Leesburg, VA 20175.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 8, 2025</ENT>
                        <ENT>510090</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Wisconsin:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Kenosha</ENT>
                        <ENT>Village of Bristol (24-05-0361P).</ENT>
                        <ENT>Mike Farrell, President, Village of Bristol Board, 19801 83rd Street, Bristol, WI 53104.</ENT>
                        <ENT>Village Hall, 19801 83rd Street, Bristol, WI 53104.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 7, 2025</ENT>
                        <ENT>550595</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Kenosha</ENT>
                        <ENT>Village of Pleasant Prairie (24-05-0361P).</ENT>
                        <ENT>John P. Steinbrink, President, Village of Pleasant Prairie Board, 9915 39th Avenue, Pleasant Prairie, WI 53158.</ENT>
                        <ENT>Village Hall, 9915 39th Avenue, Pleasant Prairie, WI 53158.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 7, 2025</ENT>
                        <ENT>550613</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12733 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2533]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2533, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>
                    These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances 
                    <PRTPAGE P="30238"/>
                    that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.
                </P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Washoe County, Nevada and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 20-09-0053S Preliminary Date: December 11, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Reno</ENT>
                        <ENT>City Hall Public Works Department, 1 East 1st Street, Reno, NV 89505.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Sparks</ENT>
                        <ENT>City Hall, 431 Prater Way, Sparks, NV 89432.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Pyramid Lake Paiute Tribe</ENT>
                        <ENT>Pyramid Lake Paiute Tribe Natural Resources Department, 210 Capitol Hill, Nixon, NV 89424.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Reno Sparks Indian Colony</ENT>
                        <ENT>Reno Sparks Indian Colony Planning and Community Development, 34 Reservation Road, Reno, NV 89502.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Washoe County</ENT>
                        <ENT>Washoe County Administration Complex, 1001 East Ninth Street, Building A, Reno, NV 89512.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12739 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2537]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2537, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).
                    <PRTPAGE P="30239"/>
                </P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Jefferson County, Montana and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="01" RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 19-08-0019S Preliminary Date: November 20, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Boulder</ENT>
                        <ENT>City Hall, 304 North Main Street, Boulder, MT 59632.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Whitehall</ENT>
                        <ENT>Town Hall, 207 East Legion Street, Whitehall, MT 59759.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Jefferson County</ENT>
                        <ENT>Jefferson County Courthouse, 201 West Centennial Avenue, Boulder, MT 59632.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12742 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002]</DEPDOC>
                <SUBJECT>Changes in Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>New or modified Base (1-percent annual chance) Flood Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA) boundaries or zone designations, and/or regulatory floodways (hereinafter referred to as flood hazard determinations) as shown on the indicated Letter of Map Revision (LOMR) for each of the communities listed in the table below are finalized. Each LOMR revises the Flood Insurance Rate Maps (FIRMs), and in some cases the Flood Insurance Study (FIS) reports, currently in effect for the listed communities.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Each LOMR was finalized as in the table below.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Each LOMR is available for inspection at both the respective Community Map Repository address listed in the table below and online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The Federal Emergency Management Agency (FEMA) makes the final flood hazard determinations as shown in the LOMRs for each community listed in the table below. Notice of these modified flood hazard determinations has been published in newspapers of local circulation and 90 days have elapsed since that publication. The Deputy Associate Administrator for Insurance and Mitigation has resolved any appeals resulting from this notification.</P>
                <P>
                    The modified flood hazard determinations are made pursuant to section 206 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4105, and are in accordance with the National Flood Insurance Act of 1968, 42 U.S.C. 4001 
                    <E T="03">et seq.,</E>
                     and with 44 CFR part 65. The current effective community number is shown and must be used for all new policies and renewals.
                </P>
                <P>The new or modified flood hazard information is the basis for the floodplain management measures that the community is required either to adopt or to show evidence of being already in effect in order to remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                <P>
                    This new or modified flood hazard information, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact 
                    <PRTPAGE P="30240"/>
                    stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities.
                </P>
                <P>This new or modified flood hazard determinations are used to meet the floodplain management requirements of the NFIP. The changes in flood hazard determinations are in accordance with 44 CFR 65.4.</P>
                <P>
                    Interested lessees and owners of real property are encouraged to review the final flood hazard information available at the address cited below for each community or online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov.</E>
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="6" OPTS="L2,nj,tp0,p7,7/8,i1" CDEF="s50,xl50,xl100,xl75,xs80,10">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">State and county</CHED>
                        <CHED H="1">
                            Location and
                            <LI>case No.</LI>
                        </CHED>
                        <CHED H="1">
                            Chief executive officer of
                            <LI>community</LI>
                        </CHED>
                        <CHED H="1">
                            Community map
                            <LI>repository</LI>
                        </CHED>
                        <CHED H="1">
                            Date of
                            <LI>modification</LI>
                        </CHED>
                        <CHED H="1">
                            Community
                            <LI>No.</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="22">Arizona:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Maricopa (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Avondale (24-09-0727P).</ENT>
                        <ENT>Ron Corbin, Manager, City of Avondale, 11465 West Civic Center Drive, Avondale, AZ 85323.</ENT>
                        <ENT>City Hall, 11465 West Civic Center Drive, Avondale, AZ 85323.</ENT>
                        <ENT>Apr. 25, 2025</ENT>
                        <ENT>040038</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Maricopa (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Buckeye (24-09-0928P).</ENT>
                        <ENT>The Honorable Eric Orsborn, Mayor, City of Buckeye, 530 East Monroe Avenue, Buckeye, AZ 85326.</ENT>
                        <ENT>City Hall, 530 East Monroe Avenue, Buckeye, AZ 85326.</ENT>
                        <ENT>Apr. 15, 2025</ENT>
                        <ENT>040039</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Maricopa (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Unincorporated areas of Maricopa County (24-09-0928P).</ENT>
                        <ENT>Jack Sellers, Chair, Maricopa County, Board of Supervisors, 301 West Jefferson Street, Phoenix, AZ 85003.</ENT>
                        <ENT>Maricopa County, Flood Control District, 2801 West Durango Street, Phoenix, AZ 85009.</ENT>
                        <ENT>Apr. 15, 2025</ENT>
                        <ENT>040037</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">California:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Orange (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of San Juan Capistrano (24-09-1063P).</ENT>
                        <ENT>The Honorable Sergio Farias, Mayor, City of San Juan Capistrano, 30448 Rancho Viejo Road, Suite 110, San Juan Capistrano, CA 92675.</ENT>
                        <ENT>City Hall, 30448 Rancho Viejo Road, Suite 110, San Juan Capistrano, CA 92675.</ENT>
                        <ENT>May 9, 2025</ENT>
                        <ENT>060231</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Riverside (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Desert Hot Springs (23-09-1297P).</ENT>
                        <ENT>The Honorable Scott Matas, Mayor, City of Desert Hot Springs, 11999 Palm Drive, Desert Hot Springs, CA 92240.</ENT>
                        <ENT>City Hall, 11999 Palm Drive, Desert Hot Springs, CA 92240.</ENT>
                        <ENT>Apr. 22, 2025</ENT>
                        <ENT>060251</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Riverside (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Hemet (23-09-1268P).</ENT>
                        <ENT>The Honorable Joe Males, Mayor, City of Hemet, 445 East Florida Avenue, Hemet, CA 92543.</ENT>
                        <ENT>Public Works Engineering Division, 445 East Florida Avenue, Hemet, CA 92543.</ENT>
                        <ENT>Apr. 28, 2025</ENT>
                        <ENT>060253</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Riverside (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Riverside (23-09-1341P).</ENT>
                        <ENT>The Honorable Patricia Lock Dawson, Mayor, City of Riverside, 3900 Main Street, Riverside, CA 92522.</ENT>
                        <ENT>City Hall, 3900 Main Street, Riverside, CA 92522.</ENT>
                        <ENT>Apr. 29, 2025</ENT>
                        <ENT>060260</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Riverside (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Riverside (23-09-1373P).</ENT>
                        <ENT>The Honorable Patricia Lock Dawson, Mayor, City of Riverside, 3900 Main Street, Riverside, CA 92522.</ENT>
                        <ENT>City Hall, 3900 Main Street Riverside, CA 92522.</ENT>
                        <ENT>Apr. 28, 2025</ENT>
                        <ENT>060260</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Riverside (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Unincorporated areas of Riverside County (23-09-1268P).</ENT>
                        <ENT>Chuck Washington, Chair, Riverside County Board of Supervisors, 4080 Lemon Street, 5th Floor, Riverside, CA 92502.</ENT>
                        <ENT>Riverside County Flood Control and, Water Conservation District, 1995 Market Street, Riverside, CA 92501.</ENT>
                        <ENT>Apr. 28, 2025</ENT>
                        <ENT>060245</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Colorado:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Arapahoe (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Centennial (24-08-0630X).</ENT>
                        <ENT>The Honorable Stephanie Piko, Mayor, City of Centennial, 13133 East Arapahoe Road, Centennial, CO 80112.</ENT>
                        <ENT>Southeast Metro Stormwater Authority, 7437 South Fairplay Street, Centennial, CO 80112.</ENT>
                        <ENT>Mar. 28, 2025</ENT>
                        <ENT>080315</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Boulder (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Boulder (24-08-0332P).</ENT>
                        <ENT>The Honorable Aaron Brockett, Mayor, City of Boulder, 1777 Broadway, Boulder, CO 80302.</ENT>
                        <ENT>Park Central, 1739 Broadway, 3rd Floor, Boulder, CO 80302.</ENT>
                        <ENT>Apr. 23, 2025</ENT>
                        <ENT>080024</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Boulder (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Unincorporated areas of Boulder County (24-08-0332P).</ENT>
                        <ENT>Ashley Stolzmann, Chair, Boulder County, Board of Commissioners, P.O. Box 471, Boulder, CO 80306.</ENT>
                        <ENT>Boulder County Community, Planning &amp; Permitting Building, 2045 13th Street, Boulder, CO 80302.</ENT>
                        <ENT>Apr. 23, 2025</ENT>
                        <ENT>080023</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Douglas (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Unincorporated areas of Douglas County (23-08-0736P).</ENT>
                        <ENT>George Teal, Chair, Douglas County, Board of Commissioners, 100 3rd Street, Castle Rock, CO 80104.</ENT>
                        <ENT>Douglas County, Public Works Department, 100 3rd Street, Castle Rock, CO 80104.</ENT>
                        <ENT>Apr. 11, 2025</ENT>
                        <ENT>080049</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Larimer (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Unincorporated areas of Larimer County (24-08-0303P).</ENT>
                        <ENT>John Kefalas, Chair, Larimer County, Board of Commissioners, P.O. Box 1190, Fort Collins, CO 80522.</ENT>
                        <ENT>Larimer County Courthouse, 200 West Oak Street, Suite 300, Fort Collins, CO 80521.</ENT>
                        <ENT>Apr. 15, 2025</ENT>
                        <ENT>080101</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Routt (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Steamboat Springs (24-08-0070P).</ENT>
                        <ENT>Gary Suiter, Manager, City of Steamboat Springs, P.O. Box 775088, Steamboat Springs, CO 80477.</ENT>
                        <ENT>City Hall, 124 10th Street, Steamboat Springs, CO, 80477.</ENT>
                        <ENT>Apr. 21, 2025</ENT>
                        <ENT>080159</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Weld (FEMA Docket No.: B-2503)</ENT>
                        <ENT>City of Greeley (24-08-0261X).</ENT>
                        <ENT>The Honorable John Gates, Mayor, City of Greeley, 1000 10th Street, Greeley, CO 80631.</ENT>
                        <ENT>City Center East, 1000 10th Street, Greeley, CO 80631.</ENT>
                        <ENT>Mar. 31, 2025</ENT>
                        <ENT>080184</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Weld (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Town of Kersey (24-08-0261X).</ENT>
                        <ENT>The Honorable Gary Lagrimanta, Mayor, Town of Kersey, P.O. Box 657, Kersey, CO 80644.</ENT>
                        <ENT>Town Hall, 446 1st Street, Kersey, CO 80644.</ENT>
                        <ENT>Mar. 31, 2025</ENT>
                        <ENT>080185</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30241"/>
                        <ENT I="03">Weld (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Unincorporated areas of Weld County (24-08-0261X).</ENT>
                        <ENT>Kevin Ross, Chair, Weld County, Board of Commissioners, P.O. Box 758, Greeley, CO 80632.</ENT>
                        <ENT>Weld County Administrative Building, 1150 O Street, Greeley, CO 80631.</ENT>
                        <ENT>Mar. 31, 2025</ENT>
                        <ENT>080266</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Washington: Cowlitz (FEMA Docket No.: B-2503)</ENT>
                        <ENT>Unincorporated areas of Cowlitz County (24-10-0479P).</ENT>
                        <ENT>Richard Dahl, Chair, Cowlitz County, Board of Commissioners, 207 4th Avenue North, Room 305, Kelso, WA 98626.</ENT>
                        <ENT>Cowlitz County Building and Planning Department, 207 4th Avenue North, Room 119, Kelso, WA 98626.</ENT>
                        <ENT>Apr. 16, 2025</ENT>
                        <ENT>530032</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12732 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002]</DEPDOC>
                <SUBJECT>Final Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Flood hazard determinations, which may include additions or modifications of Base Flood Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA) boundaries or zone designations, or regulatory floodways on the Flood Insurance Rate Maps (FIRMs) and where applicable, in the supporting Flood Insurance Study (FIS) reports have been made final for the communities listed in the table below. The FIRM and FIS report are the basis of the floodplain management measures that a community is required either to adopt or to show evidence of having an effect in order to qualify or remain qualified for participation in the Federal Emergency Management Agency's (FEMA's) National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The date of July 22, 2025 has been established for the FIRM and, where applicable, the supporting FIS report showing the new or modified flood hazard information for each community.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The FIRM, and if applicable, the FIS report containing the final flood hazard information for each community is available for inspection at the respective Community Map Repository address listed in the tables below and will be available online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         by the date indicated above.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The Federal Emergency Management Agency (FEMA) makes the final determinations listed below for the new or modified flood hazard information for each community listed. Notification of these changes has been published in newspapers of local circulation and 90 days have elapsed since that publication. The Deputy Associate Administrator for Insurance and Mitigation has resolved any appeals resulting from this notification.</P>
                <P>This final notice is issued in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR part 67. FEMA has developed criteria for floodplain management in floodprone areas in accordance with 44 CFR part 60.</P>
                <P>
                    Interested lessees and owners of real property are encouraged to review the new or revised FIRM and FIS report available at the address cited below for each community or online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov.</E>
                </P>
                <P>The flood hazard determinations are made final in the watersheds and/or communities listed in the table below.</P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Sherman County, Oregon and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2406</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Grass Valley</ENT>
                        <ENT>City Hall, 109 Southwest 2nd Street, Grass Valley, OR 97029.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Moro</ENT>
                        <ENT>City Hall, 104 1st Street, Moro, OR 97039.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Rufus</ENT>
                        <ENT>City Hall, 304 West 2nd Street, Suite 100, Rufus, OR 97050.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Wasco</ENT>
                        <ENT>City Office, 1017 Clark Street, Wasco, OR 97065.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Sherman County</ENT>
                        <ENT>Sherman County Courthouse, 500 Court Street, Moro, OR 97039.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12744 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <PRTPAGE P="30242"/>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002]</DEPDOC>
                <SUBJECT>Final Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Flood hazard determinations, which may include additions or modifications of Base Flood Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA) boundaries or zone designations, or regulatory floodways on the Flood Insurance Rate Maps (FIRMs) and where applicable, in the supporting Flood Insurance Study (FIS) reports have been made final for the communities listed in the table below. The FIRM and FIS report are the basis of the floodplain management measures that a community is required either to adopt or to show evidence of having an effect in order to qualify or remain qualified for participation in the Federal Emergency Management Agency's (FEMA's) National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The date of November 28, 2025 has been established for the FIRM and, where applicable, the supporting FIS report showing the new or modified flood hazard information for each community.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The FIRM, and if applicable, the FIS report containing the final flood hazard information for each community is available for inspection at the respective Community Map Repository address listed in the tables below and will be available online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         by the date indicated above.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The Federal Emergency Management Agency (FEMA) makes the final determinations listed below for the new or modified flood hazard information for each community listed. Notification of these changes has been published in newspapers of local circulation and 90 days have elapsed since that publication. The Deputy Associate Administrator for Insurance and Mitigation has resolved any appeals resulting from this notification.</P>
                <P>This final notice is issued in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR part 67. FEMA has developed criteria for floodplain management in floodprone areas in accordance with 44 CFR part 60.</P>
                <P>
                    Interested lessees and owners of real property are encouraged to review the new or revised FIRM and FIS report available at the address cited below for each community or online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov.</E>
                </P>
                <P>The flood hazard determinations are made final in the watersheds and/or communities listed in the table below.</P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Pinal County, Arizona and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2440</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Apache Junction</ENT>
                        <ENT>City Hall, 300 East Superstition Boulevard, Apache Junction, AZ 85119.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Pinal County</ENT>
                        <ENT>Pinal County Community Development Department, 85 North Florence Street, Florence, AZ 85132.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Chickasaw County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2414</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Okolona</ENT>
                        <ENT>City Hall, 215 West Main Street, Okolona, MS 38860.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Chickasaw County</ENT>
                        <ENT>Chickasaw County Emergency Management, 210 East Harrington Street, Houston, MS 38851.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Clay County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2414</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00" RUL="s">
                        <ENT I="01">Unincorporated Areas of Clay County</ENT>
                        <ENT>Clay County Courthouse, 365 Court Street, West Point, MS 39773.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Itawamba County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2414</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Tremont</ENT>
                        <ENT>Town Hall, 12761 Highway 23 North, Tremont, MS 38876.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Itawamba County</ENT>
                        <ENT>Itawamba County Courthouse, 201 West Main Street, Fulton, MS 38843.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Lee County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2436</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Baldwyn</ENT>
                        <ENT>City Hall, 200 West Main Street, Baldwyn, MS 38824.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Lee County</ENT>
                        <ENT>Lee County Courthouse, 201 West Jefferson Street, Suite A, Tupelo, MS 38801.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <PRTPAGE P="30243"/>
                        <ENT I="21">
                            <E T="02">Lowndes County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2436</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Columbus</ENT>
                        <ENT>Building Department Inspections, 1621 Main Street, Columbus, MS 39701.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Lowndes County</ENT>
                        <ENT>Lowndes County Building Inspection Office, 17 Airline Road, Columbus, MS 39701.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Monroe County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2436</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Aberdeen</ENT>
                        <ENT>City Hall, 125 West Commerce Street, Aberdeen, MS 39730.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Amory</ENT>
                        <ENT>City Hall, 109 South Front Street, Amory, MS 38821.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Smithville</ENT>
                        <ENT>Town Hall, 63443 Highway 25 North, Smithville, MS 38870.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Monroe County</ENT>
                        <ENT>Monroe County Courthouse, 201 West Commerce Street, Aberdeen, MS 39730.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Prentiss County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2436</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Booneville</ENT>
                        <ENT>City Hall, 203 North Main Street, Booneville, MS 38829.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Prentiss County</ENT>
                        <ENT>Prentiss County Chancery Building, 100 North Main Street, Booneville, MS 38829.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Tishomingo County, Mississippi and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2436</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Belmont</ENT>
                        <ENT>Tishomingo County Courthouse, 1008 Battleground Drive, Iuka, MS 38852.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Tishomingo</ENT>
                        <ENT>Tishomingo County Courthouse, 1008 Battleground Drive, Iuka, MS 38852.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Tishomingo County</ENT>
                        <ENT>Tishomingo County Courthouse, 1008 Battleground Drive, Iuka, MS 38852.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Village of Paden</ENT>
                        <ENT>Tishomingo County Courthouse, 1008 Battleground Drive, Iuka, MS 38852.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Bledsoe County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00" RUL="s">
                        <ENT I="01">Unincorporated Areas of Bledsoe County</ENT>
                        <ENT>Bledsoe County Courthouse, 3150 Main Street, Suite 100, Pikeville, Tennessee 37367.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Bradley County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Cleveland</ENT>
                        <ENT>Development and Engineering Services Department, 185 2nd Street Northeast, Cleveland, TN 37311.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Bradley County</ENT>
                        <ENT>Bradley County Courthouse Annex Basement, 155 Broad Street Northwest, Cleveland, TN 37311.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Hamilton County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Chattanooga</ENT>
                        <ENT>Zoning Office, 1250 Market Street, Suite 1000, Chattanooga, TN 37402.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Collegedale</ENT>
                        <ENT>City Hall, 4910 Swinyar Drive, Collegedale, TN 37315.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of East Ridge</ENT>
                        <ENT>City Hall, 1517 Tombras Avenue, East Ridge, TN 37412.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Lakesite</ENT>
                        <ENT>City Hall, 9201 Rocky Point Road, Lakesite, TN 37379.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Red Bank</ENT>
                        <ENT>City Hall, 3105 Dayton Boulevard, Red Bank, TN 37415.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Soddy-Daisy</ENT>
                        <ENT>City Hall, 9835 Dayton Pike, Soddy-Daisy, TN 37379.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Lookout Mountain</ENT>
                        <ENT>Town Hall, 710 Scenic Highway, Lookout Mountain, TN 37350.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Signal Mountain</ENT>
                        <ENT>Town Hall, 1111 Ridgeway Avenue, Signal Mountain, TN 37377.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Hamilton County</ENT>
                        <ENT>Hamilton County Engineering Department, 4005 Cromwell Road, Chattanooga, TN 37421.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Marion County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Jasper</ENT>
                        <ENT>City Hall, 32 Courthouse Square, Jasper, TN 37347.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of New Hope</ENT>
                        <ENT>New Hope Town Hall, 2610 Highway 156, South Pittsburg, TN 37380.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Marion County</ENT>
                        <ENT>Marion County Annex Building, 24 Courthouse Square, Jasper, TN 37347.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <PRTPAGE P="30244"/>
                        <ENT I="21">
                            <E T="02">McMinn County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00" RUL="s">
                        <ENT I="01">Unincorporated Areas of McMinn County</ENT>
                        <ENT>McMinn County Emergency Operations Center, 1107 South Congress Parkway, Athens, TN 37303.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Meigs County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Decatur</ENT>
                        <ENT>Town Hall, 116 North Main Street, Decatur, TN 37322.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Meigs County</ENT>
                        <ENT>Meigs County Courthouse, 17214 State Highway 58 North, Decatur, TN 37322.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Rhea County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Dayton</ENT>
                        <ENT>City Hall, 399 1st Avenue, Dayton, TN 37321.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Graysville</ENT>
                        <ENT>City Hall, 136 Harrison Avenue, Graysville, TN 37338.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Rhea County</ENT>
                        <ENT>Rhea County Courthouse, 375 Church Street, Dayton, TN 37321.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Roane County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00" RUL="s">
                        <ENT I="01">Unincorporated Areas of Roane County</ENT>
                        <ENT>Roane County Building Codes and Zoning, 308 North 3rd Street, Kingston, TN 37763.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Sequatchie County, Tennessee and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2422</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Unincorporated Areas of Sequatchie County</ENT>
                        <ENT>Sequatchie County Clerk's Office, 15 Cherry Street, Dunlap, TN 37327.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12747 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2539]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2539, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>
                    The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the 
                    <PRTPAGE P="30245"/>
                    flood hazard determinations also will be considered before the FIRM and FIS report become effective.
                </P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Hunterdon County, New Jersey (All Jurisdictions)</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 18-02-0007S Preliminary Date: April 02, 2021 and March 07, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00" RUL="s">
                        <ENT I="01">Township of Union</ENT>
                        <ENT>Township of Union Municipal Building, Zoning Department, 140 Perryville Road, Hampton, NJ 08827.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Somerset County, New Jersey (All Jurisdictions)</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 18-02-0007S Preliminary Date: March 26, 2021 and March 07, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Township of Bedminster</ENT>
                        <ENT>Township Hall, One Miller Lane, Bedminster, NJ 07921.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Township of Branchburg</ENT>
                        <ENT>Municipal Building, Engineering Department, 1077 US Highway 202 North, Branchburg, NJ 08876.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Township of Hillsborough</ENT>
                        <ENT>Municipal Complex, Engineering Department, 379 South Branch Road, Hillsborough, NJ 08844.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Genesee County, New York (All Jurisdictions)</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 21-02-0005S Preliminary Date: March 03, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Batavia</ENT>
                        <ENT>City Hall, One Batavia City Centre, Batavia, NY 14020.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Alabama</ENT>
                        <ENT>Alabama Town Hall, 2218 Judge Road, Oakfield, NY 14125.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Alexander</ENT>
                        <ENT>Town Hall, 3350 Church Street, Alexander, NY 14005.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Batavia</ENT>
                        <ENT>Town Hall, 3833 West Main Street Road, Batavia, NY 14020.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Bergen</ENT>
                        <ENT>Town Hall, 10 Hunter Street, Bergen, NY 14416.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Bethany</ENT>
                        <ENT>Bethany Town Hall, 10510 Bethany Center Road, East Bethany, NY 14054.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Byron</ENT>
                        <ENT>Town Hall, 7028 Byron Holley Road, Byron, NY 14422.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Darien</ENT>
                        <ENT>Darien Town Hall, 10569 Alleghany Road, Darien Center, NY 14040.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Elba</ENT>
                        <ENT>Town Hall, 7133 Oak Orchard Road, Elba, NY 14058.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of LeRoy</ENT>
                        <ENT>Town Hall, 48 Main Street, LeRoy, NY 14482.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Oakfield</ENT>
                        <ENT>Community and Government Center, 3219 Drake Street, Oakfield, NY 14125.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Pavilion</ENT>
                        <ENT>Town Building, One Woodrow Drive, Pavilion, NY 14525.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Pembroke</ENT>
                        <ENT>Pembroke Town Office, 1145 Main Road, Corfu, NY 14036.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Stafford</ENT>
                        <ENT>Town Hall, 8903 Route 237, Stafford, NY 14143.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Alexander</ENT>
                        <ENT>Village Hall, 3350 Church Street, Alexander, NY 14005.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Attica</ENT>
                        <ENT>Municipal Building, 9 Water Street, Attica, NY 14011.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Bergen</ENT>
                        <ENT>Village Office, 11 North Lake Avenue, Bergen, NY 14416.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Corfu</ENT>
                        <ENT>Clifford A. Fauth Memorial Fire Hall, 116 East Main Street, Corfu, NY 14036.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Elba</ENT>
                        <ENT>Village Hall, 4 South Main Street, Elba, NY 14058.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of LeRoy</ENT>
                        <ENT>Village Hall, 3 West Main Street, LeRoy, NY 14482.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Oakfield</ENT>
                        <ENT>Village Hall, 37 Main Street, Oakfield, NY 14125.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12736 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <PRTPAGE P="30246"/>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002]</DEPDOC>
                <SUBJECT>Final Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Flood hazard determinations, which may include additions or modifications of Base Flood Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA) boundaries or zone designations, or regulatory floodways on the Flood Insurance Rate Maps (FIRMs) and where applicable, in the supporting Flood Insurance Study (FIS) reports have been made final for the communities listed in the table below. The FIRM and FIS report are the basis of the floodplain management measures that a community is required either to adopt or to show evidence of having an effect in order to qualify or remain qualified for participation in the Federal Emergency Management Agency's (FEMA's) National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The date of October 16, 2025 has been established for the FIRM and, where applicable, the supporting FIS report showing the new or modified flood hazard information for each community.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The FIRM, and if applicable, the FIS report containing the final flood hazard information for each community is available for inspection at the respective Community Map Repository address listed in the tables below and will be available online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         by the date indicated above.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The Federal Emergency Management Agency (FEMA) makes the final determinations listed below for the new or modified flood hazard information for each community listed. Notification of these changes has been published in newspapers of local circulation and 90 days have elapsed since that publication. The Deputy Associate Administrator for Insurance and Mitigation has resolved any appeals resulting from this notification.</P>
                <P>This final notice is issued in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR part 67. FEMA has developed criteria for floodplain management in floodprone areas in accordance with 44 CFR part 60.</P>
                <P>
                    Interested lessees and owners of real property are encouraged to review the new or revised FIRM and FIS report available at the address cited below for each community or online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov.</E>
                </P>
                <P>The flood hazard determinations are made final in the watersheds and/or communities listed in the table below.</P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Anderson County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Lawrenceburg</ENT>
                        <ENT>City Hall, 100 North Main Street, Lawrenceburg, KY 40342.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Anderson County</ENT>
                        <ENT>Lawrenceburg City Hall, 100 North Main Street, Lawrenceburg, KY 40342.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Boyle County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00" RUL="s">
                        <ENT I="01">Unincorporated Areas of Boyle County</ENT>
                        <ENT>Boyle County Government Services Center, 1858 South Danville Bypass, Danville, KY 40422.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Bullitt County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Fox Chase</ENT>
                        <ENT>Bullitt County Nina Mooney Annex Building, 149 North Walnut Street, 3rd Floor, Shepherdsville, KY 40165.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Hebron Estates</ENT>
                        <ENT>Hebron Estates City Community Center, 3407 Burkland Boulevard, Shepherdsville, KY 40165.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Hillview</ENT>
                        <ENT>Hillview City Office, 283 Crestwood Lane, Louisville, KY 40229.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Mount Washington</ENT>
                        <ENT>City Hall, 311 Snapp Street, Mount Washington, KY 40047.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Pioneer Village</ENT>
                        <ENT>Pioneer Village City Hall, 4700 Summitt Drive, Louisville, KY 40229.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Shepherdsville</ENT>
                        <ENT>Government Center, 634 Conestoga Parkway, Shepherdsville, KY 40165.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Bullitt County</ENT>
                        <ENT>Bullitt County Nina Mooney Annex Building, 149 North Walnut Street, 3rd Floor, Shepherdsville, KY 40165.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Hardin County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Radcliff</ENT>
                        <ENT>City Hall, 411 West Lincoln Trail Boulevard, Radcliff, KY 40160.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of West Point</ENT>
                        <ENT>City Hall, 509 Elm Street, West Point, KY 40177.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Hardin County</ENT>
                        <ENT>Hardin County Government Center, 150 North Provident Way, Suite 223, Elizabethtown, KY 42701.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <PRTPAGE P="30247"/>
                        <ENT I="21">
                            <E T="02">Henry County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00" RUL="s">
                        <ENT I="01">Unincorporated Areas of Henry County</ENT>
                        <ENT>Henry County Planning and Zoning Department, 19 South Property Road, New Castle, KY 40050.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Mercer County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Harrodsburg</ENT>
                        <ENT>The Greater Harrodsburg/Mercer County Planning and Zoning Commission, 109 Short Street, Number 1, Harrodsburg, KY 40330.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Mercer County</ENT>
                        <ENT>The Greater Harrodsburg/Mercer County Planning and Zoning Commission, 109 Short Street, Number 1, Harrodsburg, KY 40330.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Nelson County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Bloomfield</ENT>
                        <ENT>Nelson County Joint City-County Planning Commission, 989 Chambers Boulevard, Bardstown, KY 40004.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Nelson County</ENT>
                        <ENT>Nelson County Joint City-County Planning Commission, 989 Chambers Boulevard, Bardstown, KY 40004.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Oldham County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Crestwood</ENT>
                        <ENT>Oldham County Planning and Zoning Department, 100 West Jefferson Street, La Grange, KY 40031.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of La Grange</ENT>
                        <ENT>Oldham County Planning and Zoning Department, 100 West Jefferson Street, La Grange, KY 40031.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Oldham County</ENT>
                        <ENT>Oldham County Planning and Zoning Department, 100 West Jefferson Street, La Grange, KY 40031.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Shelby County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Shelbyville</ENT>
                        <ENT>Public Works Department, 787 Kentucky Street, Shelbyville, KY 40065.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Simpsonville</ENT>
                        <ENT>City Hall, 108 Old Veechdale Road, Simpsonville, KY 40067.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Shelby County</ENT>
                        <ENT>Shelby County Courthouse, 501 Main Street, Shelbyville, KY 40065.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Spencer County, Kentucky and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2444</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Taylorsville</ENT>
                        <ENT>Spencer County Planning and Zoning, 220 Main Cross, Taylorsville, KY 40071.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Spencer County</ENT>
                        <ENT>Spencer County Planning and Zoning, 220 Main Cross, Taylorsville, KY 40071.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Allen Parish, Louisiana and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2430</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Unincorporated Areas of Allen Parish</ENT>
                        <ENT>Allen Parish Police Jury Administration Building, 602 Court Street, Oberlin, LA 70655.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Village of Reeves</ENT>
                        <ENT>Village Hall, 18370 Highway 190, Reeves, LA 70658.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Appomattox County, Virginia and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2432</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Appomattox</ENT>
                        <ENT>Public Works Department, 1799 Church Street, Appomattox, VA 24522.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Appomattox County </ENT>
                        <ENT>Appomattox County Administration Building, 153-A Morton Lane, Appomattox, VA 24522.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12745 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <PRTPAGE P="30248"/>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2538]</DEPDOC>
                <SUBJECT>Changes in Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>This notice lists communities where the addition or modification of Base Flood Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA) boundaries or zone designations, or the regulatory floodway (hereinafter referred to as flood hazard determinations), as shown on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports, prepared by the Federal Emergency Management Agency (FEMA) for each community, is appropriate because of new scientific or technical data. The FIRM, and where applicable, portions of the FIS report, have been revised to reflect these flood hazard determinations through issuance of a Letter of Map Revision (LOMR), in accordance with Federal Regulations. The current effective community number is shown in the table below and must be used for all new policies and renewals.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>These flood hazard determinations will be finalized on the dates listed in the table below and revise the FIRM panels and FIS report in effect prior to this determination for the listed communities.</P>
                    <P>From the date of the second publication of notification of these changes in a newspaper of local circulation, any person has 90 days in which to request through the community that the Deputy Associate Administrator for Insurance and Mitigation reconsider the changes. The flood hazard determination information may be changed during the 90-day period.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The affected communities are listed in the table below. Revised flood hazard information for each community is available for inspection at both the online location and the respective community map repository address listed in the table below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>Submit comments and/or appeals to the Chief Executive Officer of the community as listed in the table below.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The specific flood hazard determinations are not described for each community in this notice. However, the online location and local community map repository address where the flood hazard determination information is available for inspection is provided.</P>
                <P>Any request for reconsideration of flood hazard determinations must be submitted to the Chief Executive Officer of the community as listed in the table below.</P>
                <P>
                    The modifications are made pursuant to section 201 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4105, and are in accordance with the National Flood Insurance Act of 1968, 42 U.S.C. 4001 
                    <E T="03">et seq.,</E>
                     and with 44 CFR part 65.
                </P>
                <P>The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                <P>These flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. The flood hazard determinations are in accordance with 44 CFR 65.4.</P>
                <P>
                    The affected communities are listed in the following table. Flood hazard determination information for each community is available for inspection at both the online location and the respective community map repository address listed in the table below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                  
                <GPOTABLE COLS="7" OPTS="L2,nj,tp0,p7,7/8,i1" CDEF="s50,xl50,xl75,xl75,xl90,xs55,10">
                      
                    <TTITLE>   </TTITLE>
                    <BOXHD>
                          
                        <CHED H="1">State and county  </CHED>
                        <CHED H="1">
                            Location and
                            <LI>case No.  </LI>
                        </CHED>
                        <CHED H="1">
                            Chief executive officer
                            <LI>of community  </LI>
                        </CHED>
                        <CHED H="1">
                            Community map
                            <LI>repository  </LI>
                        </CHED>
                        <CHED H="1">
                            Online location of letter
                            <LI>of map revision  </LI>
                        </CHED>
                        <CHED H="1">
                            Date of
                            <LI>modification  </LI>
                        </CHED>
                        <CHED H="1">
                            Community
                            <LI>No.</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">Alabama: Henry</ENT>
                        <ENT>City of Headland (25-04-0618P).</ENT>
                        <ENT>The Honorable Ray Marler, Mayor, City of Headland, 25 Grove Street, Headland, AL 36345.</ENT>
                        <ENT>City Hall, 25 Grove Street, Headland, AL 36345.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sept. 12, 2025</ENT>
                        <ENT>010097</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Florida:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Bay</ENT>
                        <ENT>Unincorporated areas of Bay County (24-04-2496P).</ENT>
                        <ENT>Robert Majka, Bay County Manager, 840 West 11th Street, Panama City, FL 32401.</ENT>
                        <ENT>Bay County Planning and Zoning Department, 840 West 11th Street, Panama City, FL 32401.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sept. 29, 2025</ENT>
                        <ENT>120004</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Hillsborough</ENT>
                        <ENT>City of Tampa (24-04-1192P).</ENT>
                        <ENT>The Honorable Jane Castor, Mayor, City of Tampa, 306 East Jackson Street, Tampa, FL 33602.</ENT>
                        <ENT>City Hall, 306 East Jackson Street, Tampa, FL 33602.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sept. 15, 2025</ENT>
                        <ENT>120114</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30249"/>
                        <ENT I="03">Leon</ENT>
                        <ENT>City of Tallahassee (24-04-2135P).</ENT>
                        <ENT>The Honorable John E. Dailey, Mayor, City of Tallahassee, 300 South Adams Street, Tallahassee, FL 32301.</ENT>
                        <ENT>Growth Management Department, 435 North Macomb Street, Tallahassee, FL 32301.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sept. 12, 2025</ENT>
                        <ENT>120144</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Marion</ENT>
                        <ENT>City of Ocala (24-04-6051P).</ENT>
                        <ENT>The Honorable Ben Marciano, Mayor, City of Ocala, 110 Southeast Watula Avenue, Ocala, FL 34471.</ENT>
                        <ENT>Stormwater Engineering Department, 1805 Northeast 30th Avenue, Building 300, Ocala, FL 34470.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sept. 18, 2025</ENT>
                        <ENT>120330</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Pasco</ENT>
                        <ENT>Unincorporated areas of Pasco County (24-04-2841P).</ENT>
                        <ENT>Kathryn Starkey, Chair, Pasco County Board of Commissioners, 8731 Citizens Drive, New Port Richey, FL 34654.</ENT>
                        <ENT>Pasco County Building Construction Services Department, 8661 Citizens Drive, Suite 100, New Port Richey, FL 34654.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sept. 15, 2025</ENT>
                        <ENT>120230</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Volusia</ENT>
                        <ENT>City of Daytona Beach (24-04-6429P).</ENT>
                        <ENT>The Honorable Derrick Henry, Mayor, City of Daytona Beach, 301 South Ridgewood Avenue, Daytona Beach, FL 32114.</ENT>
                        <ENT>City Hall, 301 South Ridgewood Avenue, Daytona Beach, FL 32114.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sept. 29, 2025</ENT>
                        <ENT>125099</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Georgia:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">DeKalb</ENT>
                        <ENT>City of Doraville (24-04-6430P).</ENT>
                        <ENT>The Honorable Joseph Geierman, Mayor, City of Doraville, 3725 Park Avenue, Doraville, GA 30340.</ENT>
                        <ENT>City Hall, 3725 Park Avenue, Doraville, GA 30340.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 26, 2025</ENT>
                        <ENT>130069</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">DeKalb</ENT>
                        <ENT>City of Dunwoody (24-04-6430P).</ENT>
                        <ENT>The Honorable Lynn Deutsch, Mayor, City of Dunwoody, 4800 Ashford Dunwoody Road, Dunwoody, GA 30338.</ENT>
                        <ENT>City Hall, 4800 Ashford Dunwoody Road, Dunwoody, GA 30338.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 26, 2025</ENT>
                        <ENT>130679</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Illinois:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Will</ENT>
                        <ENT>Unincorporated areas of Will County (24-05-2559P).</ENT>
                        <ENT>Jennifer Bertino-Tarrant, Will County Executive, 302 North Chicago Street, Joliet, IL 60432.</ENT>
                        <ENT>Will County Land Use Department, 58 East Clinton Street, Suite 100, Joliet, IL 60432.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 19, 2025</ENT>
                        <ENT>170695</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Will</ENT>
                        <ENT>Village of New Lenox (24-05-2559P).</ENT>
                        <ENT>The Honorable Timothy Baldermann, Mayor, Village of New Lenox, 1 Veterans Parkway, New Lenox, IL 60451.</ENT>
                        <ENT>Village Hall, 1 Veterans Parkway, New Lenox, IL 60451.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 19, 2025</ENT>
                        <ENT>170706</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Nebraska: Arthur</ENT>
                        <ENT>Village of Arthur (24-07-0626P).</ENT>
                        <ENT>Laura Cooney, Chair, Village of Arthur, P.O. Box 232, Arthur, NE 69121.</ENT>
                        <ENT>West Central Nebraska Development District, 333 East 2nd Street, Ogallala, NE 69153.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Oct. 23, 2025</ENT>
                        <ENT>310006</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">New York: Niagara</ENT>
                        <ENT>City of Niagara Falls (23-02-0348P).</ENT>
                        <ENT>The Honorable Robert Restaino, Mayor, City of Niagara Falls, 745 Main Street, Niagara Falls, NY 14301.</ENT>
                        <ENT>City Hall, 745 Main Street, Niagara Falls, NY 14301.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Nov. 7, 2025</ENT>
                        <ENT>360506</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">North Carolina:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Durham</ENT>
                        <ENT>City of Durham (24-04-1754P).</ENT>
                        <ENT>The Honorable Leonardo Williams, Mayor, City of Durham, 101 City Hall Plaza, Durham, NC 27701.</ENT>
                        <ENT>Durham City-County Planning Department , 101 City Hall Plaza Durham, NC 27701.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 21, 2025</ENT>
                        <ENT>370086</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Durham</ENT>
                        <ENT>Unincorporated areas of Durham County (24-04-1754P).</ENT>
                        <ENT>Nida Allam, Chair, Durham County Board of Commissioners, 200 East Main Street , Durham, NC 27701.</ENT>
                        <ENT>Durham City-County Planning Department , 101 City Hall Plaza Durham, NC 27701.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Aug. 21, 2025</ENT>
                        <ENT>370085</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Henderson</ENT>
                        <ENT>Town of Fletcher (24-04-0421P).</ENT>
                        <ENT>The Honorable Preston Blakely, Mayor, Town of Fletcher, 300 Old Cane Creek Road, Fletcher, NC 28732.</ENT>
                        <ENT>Planning and Zoning Department, 300 Old Cane Creek Road, Fletcher, NC 28732.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Oct. 13, 2025</ENT>
                        <ENT>370568</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Henderson</ENT>
                        <ENT>Town of Mills River (24-04-0421P).</ENT>
                        <ENT>The Honorable Shanon Gonce, Mayor, Town of Mills River, 124 Town Center Drive, Mills River, NC 28759.</ENT>
                        <ENT>Planning and Zoning Department, 124 Town Center Drive, Mills River, NC 28759.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Oct. 13, 2025</ENT>
                        <ENT>370025</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Henderson</ENT>
                        <ENT>Unincorporated areas of Henderson County (24-04-0421P).</ENT>
                        <ENT>William Lapsley, Chair, Henderson County Board of Commissioners, 1 Historic Courthouse Square, Suite 1, Hendersonville, NC 28792.</ENT>
                        <ENT>Henderson County Planning Department, 100 North King Street, Hendersonville, NC 28792.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Oct. 13, 2025</ENT>
                        <ENT>370125</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30250"/>
                        <ENT I="03">Surry</ENT>
                        <ENT>Unincorporated areas of Surry County (24-04-7917P).</ENT>
                        <ENT>Mark Marion, Chair, Surry County Board of Commissioners, P.O. Box 1467, Dobson, NC 27017.</ENT>
                        <ENT>Surry County Development Services Department, 122 Hanby Road, Dobson, NC 27017.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 8, 2025</ENT>
                        <ENT>370364</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Ohio: Lorain</ENT>
                        <ENT>Unincorporated areas of Lorain County (25-05-0332P).</ENT>
                        <ENT>Jeff Riddell, President, Lorain County Board of Commissioners, 226 Middle Avenue, Elyria, OH 44035.</ENT>
                        <ENT>Lorain County Community Development Department, 226 Middle Avenue, Elyria, OH 44035.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 15, 2025</ENT>
                        <ENT>390346</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Oklahoma:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Tulsa</ENT>
                        <ENT>City of Bixby (25-06-0126P).</ENT>
                        <ENT>Joey Wiedel, Manager, City of Bixby, P.O. Box 70, Bixby, OK 74008.</ENT>
                        <ENT>City Hall, 116 West Needles Avenue, Bixby, OK 74008.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 29, 2025</ENT>
                        <ENT>400207</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Tulsa</ENT>
                        <ENT>City of Tulsa (25-06-0126P).</ENT>
                        <ENT>The Honorable Monroe Nichols IV, Mayor, City of Tulsa, 175 East 2nd Street, Suite 690, Tulsa, OK 74103.</ENT>
                        <ENT>City Hall, 175 East 2nd Street, Suite 690, Tulsa, OK 74103.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 29, 2025</ENT>
                        <ENT>405381</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Tulsa</ENT>
                        <ENT>Unincorporated areas of Tulsa County (25-06-0126P).</ENT>
                        <ENT>The Honorable Lonnie Sims, Chair, Tulsa County Board of Commissioners, 218 West 6th Street, Tulsa, OK 74119.</ENT>
                        <ENT>Tulsa County Headquarters, 218 West 6th Street, Tulsa, OK 74119.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 29, 2025</ENT>
                        <ENT>400462</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Texas:</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Collin</ENT>
                        <ENT>City of Allen (25-06-0050P).</ENT>
                        <ENT>The Honorable Baine Brooks, Mayor, City of Allen, 305 Century Parkway, Allen, TX 75013.</ENT>
                        <ENT>City Hall, 305 Century Parkway, Allen, TX 75013.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 22, 2025</ENT>
                        <ENT>480131</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Collin</ENT>
                        <ENT>City of Plano (24-06-0008P).</ENT>
                        <ENT>The Honorable John B. Muns, Mayor, City of Plano, 1520 K Avenue, Plano, TX 75074.</ENT>
                        <ENT>City Hall, 1520 K Avenue, Plano, TX 75074.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 22, 2025</ENT>
                        <ENT>480140</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Medina</ENT>
                        <ENT>Unincorporated areas of Medina County (24-06-2238P).</ENT>
                        <ENT>The Honorable Keith Lutz, Medina County Judge, 1300 Avenue M, Room 250, Hondo, TX 78861.</ENT>
                        <ENT>Old Medina County Jail, 1502 Avenue K, 2nd Floor, Hondo, TX 78861.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 12, 2025</ENT>
                        <ENT>480472</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Tarrant</ENT>
                        <ENT>City of Fort Worth (24-06-2325P).</ENT>
                        <ENT>The Honorable Mattie Parker, Mayor, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, TX 76102.</ENT>
                        <ENT>Department of Transportation and Public Works-Stormwater Management Division, 100 Fort Worth Trail, Fort Worth, TX 76102.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 18, 2025</ENT>
                        <ENT>480596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Tarrant</ENT>
                        <ENT>City of Fort Worth (24-06-2590P).</ENT>
                        <ENT>The Honorable Mattie Parker, Mayor, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, TX 76102.</ENT>
                        <ENT>Department of Transportation and Public Works-Stormwater Management Division, 100 Fort Worth Trail, Fort Worth, TX 76102.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 29, 2025</ENT>
                        <ENT>480596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Williamson</ENT>
                        <ENT>Unincorporated areas of Williamson County (25-06-0227P).</ENT>
                        <ENT>The Honorable Steven Snell, Williamson County Judge, 710 South Main Street, Suite 101, Georgetown, TX 78626.</ENT>
                        <ENT>Williamson County Central Maintenance Facility, 3151 Southeast Inner Loop, Georgetown, TX 78626.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 15, 2025</ENT>
                        <ENT>481079</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Virginia: Prince William</ENT>
                        <ENT>Unincorporated areas of Prince William County (24-03-0850P).</ENT>
                        <ENT>Deshundra Jefferson, Chair at-Large, Prince William County Board of Supervisors, 1 County Complex Court, Prince William, VA 22192.</ENT>
                        <ENT>Prince William County Department of Public Works; Environmental Management Division, 5 County Complex Court, Suite 170, Prince William, VA 22192.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 26, 2025</ENT>
                        <ENT>510119</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Wisconsin: Outagamie</ENT>
                        <ENT>City of Appleton (24-05-0370P).</ENT>
                        <ENT>The Honorable Jake Woodford, Mayor, City of Appleton, 100 North Appleton Street, Appleton, WI 54911.</ENT>
                        <ENT>City Hall, 100 North Appleton Street, Appleton, WI 54911.</ENT>
                        <ENT>
                            <E T="03">https://msc.fema.gov/portal/advanceSearch.</E>
                        </ENT>
                        <ENT>Sep. 16, 2025</ENT>
                        <ENT>555542</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12734 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <PRTPAGE P="30251"/>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2535]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2535, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Clearwater County, Idaho and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="01" RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 20-10-0019S Preliminary Date: July 19, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Elk River</ENT>
                        <ENT>City Hall, 112 South 2nd Street, Elk River, ID 83827.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Orofino</ENT>
                        <ENT>City Hall, 217 1st Street, Orofino, ID 83544.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Pierce</ENT>
                        <ENT>City Hall, 404 South Main Street, Pierce, ID 83546.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Weippe</ENT>
                        <ENT>City Hall, 623 North Main Street, Weippe, ID 83553.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Nez Perce Tribe</ENT>
                        <ENT>Department of Natural Resources, 102 Agency Road, Lapwai, ID 83540.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Clearwater County</ENT>
                        <ENT>Clearwater County Courthouse, Planning and Zoning Office, 150 Michigan Avenue, Orofino, ID 83544.</ENT>
                    </ROW>
                </GPOTABLE>
                <PRTPAGE P="30252"/>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12740 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2530]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2530, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Wayne County, New York (All Jurisdictions)</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 20-02-0014S Preliminary Date: January 31, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Arcadia</ENT>
                        <ENT>Arcadia Town Hall, 201 Frey Street, Newark, NY 14513.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Butler</ENT>
                        <ENT>Butler Town Hall, 4576 Butler Center Road, Wolcott, NY 14590.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Galen</ENT>
                        <ENT>Galen Town Hall, 6 South Park Street, Clyde, NY 14433.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Huron</ENT>
                        <ENT>Town Hall, 10880 Lummisville Road, Huron, NY 14590.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Lyons</ENT>
                        <ENT>Town Hall, 43 Phelps Street, Lyons, NY 14489.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Macedon</ENT>
                        <ENT>Town Hall, 32 Main Street, Macedon, NY 14502.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Marion</ENT>
                        <ENT>Town Hall, 3823 North Main Street, Marion, NY 14505.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Ontario</ENT>
                        <ENT>Town Hall, 1850 Ridge Road, Ontario, NY 14519.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Palmyra</ENT>
                        <ENT>Town Hall, 1180 Canandaigua Road, Palmyra, NY 14522.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Rose</ENT>
                        <ENT>Rose Town Hall, 5074 North Main Street, North Rose, NY 14516.</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30253"/>
                        <ENT I="01">Town of Savannah</ENT>
                        <ENT>Town Hall, 1564 North Main Street, Savannah, NY 13146.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Sodus</ENT>
                        <ENT>Town Hall, 14-16 Mill Street, Sodus, NY 14551.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Walworth</ENT>
                        <ENT>Town Hall, 3600 Lorraine Drive, Walworth, NY 14568.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Williamson</ENT>
                        <ENT>Town Hall, 6380 Route 21, Suite 2, Williamson, NY 14589.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Wolcott</ENT>
                        <ENT>Town Hall, 6070 Lake Avenue, Wolcott, NY 14590.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Clyde</ENT>
                        <ENT>Village Office, 6 South Park Street, Clyde, NY 14433.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Newark</ENT>
                        <ENT>Village Hall, 100 East Miller Street, Newark, NY 14513.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Palmyra</ENT>
                        <ENT>Village Hall, 144 East Main Street, Palmyra, NY 14522.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Red Creek</ENT>
                        <ENT>Village Hall, 6815 Church Street, Red Creek, NY 13143.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Sodus Point</ENT>
                        <ENT>Village Hall, 8356 Bay Street, Sodus Point, NY 14555.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Village of Wolcott</ENT>
                        <ENT>Village Office, 6015 New Hartford Street, Wolcott, NY 14590.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Carroll County, Maryland and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 23-03-0030S Preliminary Date: May 31, 2024 and December 12, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Mount Airy</ENT>
                        <ENT>Town Hall, 110 South Main Street, Mount Airy, MD 21771.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Sykesville</ENT>
                        <ENT>Town House, 7547 Main Street, Sykesville, MD 21784.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Union Bridge</ENT>
                        <ENT>Town Hall, 104 West Locust Street, Union Bridge, MD 21791.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Carroll County</ENT>
                        <ENT>Carroll County Government, 225 North Center Street, Westminster, MD 21157.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Jefferson County, West Virginia and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 21-03-0006S Preliminary Date: September 24, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Charles Town</ENT>
                        <ENT>Charles Town City Hall, 101 East Washington Street, Charles Town, WV 25414.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Ranson</ENT>
                        <ENT>Ranson City Hall, 312 S Mildred St., Ranson, WV 25438.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Bolivar</ENT>
                        <ENT>Bolivar Town Hall, 60 Panama Street, Harpers Ferry, WV 25425.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Harpers Ferry</ENT>
                        <ENT>Harpers Ferry Town Hall, 1000 West Washington Street, Harpers Ferry, WV 25425.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Shepherdstown</ENT>
                        <ENT>Corporation of Shepherdstown, 104 North King Street, Shepherdstown, WV 25443.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Jefferson County</ENT>
                        <ENT>Jefferson County Office of Code Enforcement &amp; Floodplain Management, 116 East Washington Street, Suite 100, Charles Town, WV 25414.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Richland County, Wisconsin and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 17-05-0965S Preliminary Date: January 31, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Unincorporated Areas of Richland County</ENT>
                        <ENT>Zoning Administrator Office, 181 West Seminary Street, Room 309, Richland Center, WI 53581.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Viola</ENT>
                        <ENT>Village Hall, 106 West Wisconsin Street, Viola, WI 54664.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12735 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2540]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2540, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">
                            https://
                            <PRTPAGE P="30254"/>
                            www.floodmaps.fema.gov/fhm/fmx_main.html.
                        </E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Chatham County, Georgia and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 18-04-0006S Preliminary Date: September 19, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Bloomingdale</ENT>
                        <ENT>City Hall, 8 West Highway 80, Bloomingdale, GA 31302.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Garden City</ENT>
                        <ENT>City Hall, 100 Central Avenue, Garden City, GA 31405.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Pooler</ENT>
                        <ENT>City Hall, 100 US Highway 80 SW, Pooler, GA 31322.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Port Wentworth</ENT>
                        <ENT>City Hall, 7224 GA Highway 21, Port Wentworth, GA 31407.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Savannah</ENT>
                        <ENT>Development Services, 20 Interchange Drive, Savannah, GA 31415.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Chatham County</ENT>
                        <ENT>Old Chatham County Courthouse, 124 Bull Street, Room 430, Savannah, GA 31401.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Crawford County, Kansas and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 21-07-0019S Preliminary Date: January 31, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Arcadia</ENT>
                        <ENT>City Hall, 106 East Race Street, Arcadia, KS 66711.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Arma</ENT>
                        <ENT>City Hall, 701 East Washington Street, Arma, KS 66712.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Cherokee</ENT>
                        <ENT>City Hall, 210 South Vine Street, Cherokee, KS 66724.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Frontenac</ENT>
                        <ENT>City Hall, 313 East McKay Street, Frontenac, KS 66763.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Girard</ENT>
                        <ENT>City Hall, 120 North Ozark Street, Girard, KS 66743.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Hepler</ENT>
                        <ENT>City Hall, 105 South Prairie Avenue, Hepler, KS 66746.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of McCune</ENT>
                        <ENT>City Hall, 609 Main Street, McCune, KS 66753.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Pittsburg</ENT>
                        <ENT>City Hall, 201 West 4th Street, Pittsburg, KS 66762.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Walnut</ENT>
                        <ENT>City Hall, 210 South Main Street, Walnut, KS 66780.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Crawford County</ENT>
                        <ENT>Crawford County Courthouse, 111 East Forest Street, Girard, KS 66743.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Labette County, Kansas and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 21-07-0019S Preliminary Date: March 28, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Altamont</ENT>
                        <ENT>City Hall, 407 South Huston Street, Altamont, KS 67330.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Chetopa</ENT>
                        <ENT>City Hall, 618 North 11th Street, Chetopa, KS 67336.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Labette</ENT>
                        <ENT>Labette City Hall, 100 West 6th Labette City Street, Oswego, KS 67356.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Mound Valley</ENT>
                        <ENT>City Hall, 411 Hickory Street, Mound Valley, KS 67354.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Oswego</ENT>
                        <ENT>City Hall, 703 5th Street, Oswego, KS 67356.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Parsons</ENT>
                        <ENT>City Hall, 112 South 17th Street, Parsons, KS 67357.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Labette County</ENT>
                        <ENT>Labette County Emergency Management, 1712 Corning Avenue, Parsons, KS 67357.</ENT>
                    </ROW>
                </GPOTABLE>
                <PRTPAGE P="30255"/>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12743 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002]</DEPDOC>
                <SUBJECT>Final Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Flood hazard determinations, which may include additions or modifications of Base Flood Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA) boundaries or zone designations, or regulatory floodways on the Flood Insurance Rate Maps (FIRMs) and where applicable, in the supporting Flood Insurance Study (FIS) reports have been made final for the communities listed in the table below. The FIRM and FIS report are the basis of the floodplain management measures that a community is required either to adopt or to show evidence of having an effect in order to qualify or remain qualified for participation in the Federal Emergency Management Agency's (FEMA's) National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The date of November 14, 2025 has been established for the FIRM and, where applicable, the supporting FIS report showing the new or modified flood hazard information for each community.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The FIRM, and if applicable, the FIS report containing the final flood hazard information for each community is available for inspection at the respective Community Map Repository address listed in the tables below and will be available online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         by the date indicated above.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The Federal Emergency Management Agency (FEMA) makes the final determinations listed below for the new or modified flood hazard information for each community listed. Notification of these changes has been published in newspapers of local circulation and 90 days have elapsed since that publication. The Deputy Associate Administrator for Insurance and Mitigation has resolved any appeals resulting from this notification.</P>
                <P>This final notice is issued in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR part 67. FEMA has developed criteria for floodplain management in floodprone areas in accordance with 44 CFR part 60.</P>
                <P>
                    Interested lessees and owners of real property are encouraged to review the new or revised FIRM and FIS report available at the address cited below for each community or online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov.</E>
                </P>
                <P>The flood hazard determinations are made final in the watersheds and/or communities listed in the table below.</P>
                <EXTRACT>
                    <FP>Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Calhoun County, Florida and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="01" RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2190</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Blountstown</ENT>
                        <ENT>City Hall, 20591 Central Avenue West, Blountstown, FL 32424.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Altha</ENT>
                        <ENT>Town Hall, 25586 North Main Street, Altha, FL 32421.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Calhoun County</ENT>
                        <ENT>Calhoun County Courthouse, 20859 Central Avenue East, Room G40, Blountstown, FL 32424.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Jackson County, Florida and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="01" RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2190</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Marianna</ENT>
                        <ENT>City Hall, 2895 Jefferson Street, Marianna, FL 32446.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Jackson County</ENT>
                        <ENT>Jackson County Planning Division, 4979 Healthy Way, Suite B, Marianna, FL 32446.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Thayer County, Nebraska and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="01" RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2443</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Deshler</ENT>
                        <ENT>City Office, 305 East Bryson Avenue, Deshler, NE 68340.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Hebron</ENT>
                        <ENT>City Hall, 216 Lincoln Avenue, Hebron, NE 68370.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Thayer County</ENT>
                        <ENT>Thayer County Planning and Zoning Office, 225 North 4th Street, Hebron, NE 68370.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Alexandria</ENT>
                        <ENT>Tucker Memorial Library, 313 Harbine Street, Alexandria, NE 68303.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Belvidere</ENT>
                        <ENT>City Hall and Fire Hall, 402 C Street, Belvidere, NE 68315.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Bruning</ENT>
                        <ENT>Village Clerk's Office, 141 East Main Street, Bruning, NE 68322.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Byron</ENT>
                        <ENT>Village Office, 225 Kansas Avenue, Byron, NE 68325.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Carleton</ENT>
                        <ENT>Village Hall, 550 D Street, Carleton, NE 68326.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Chester</ENT>
                        <ENT>Village Hall, 621 Thayer Avenue, Chester, NE 68327.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Davenport</ENT>
                        <ENT>Village Office, 108 North Oak Avenue, Davenport, NE 68335.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Gilead</ENT>
                        <ENT>Village Hall, 310 Main Street, Gilead, NE 68362.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Village of Hubbell</ENT>
                        <ENT>Village Office, 307 Indiana Street, Hubbell, NE 68375.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <PRTPAGE P="30256"/>
                        <ENT I="21">
                            <E T="02">Orleans County, New York (All Jurisdictions)</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="01" RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2434</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Albion</ENT>
                        <ENT>Town Hall, 3665 Clarendon Road, Albion, NY 14411</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Barre</ENT>
                        <ENT>Barre Town Hall, 14317 West Barre Road, Albion, NY 14411</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Carlton</ENT>
                        <ENT>Carlton Town Hall, 14341 Waterport-Carlton Road, Albion, NY 14411</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Clarendon</ENT>
                        <ENT>Town Hall, 16385 Church Street, Clarendon, NY 14429</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Gaines</ENT>
                        <ENT>Gaines Town Hall, 14087 Ridge Road West, Albion, NY 14411</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Kendall</ENT>
                        <ENT>Town Hall, 1873 Kendall Road, Kendall, NY 14476</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Murray</ENT>
                        <ENT>Murray Town Hall, 3840 Fancher Road, Holley, NY 14470</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Ridgeway</ENT>
                        <ENT>Ridgeway Town Hall, 410 West Avenue, Medina, NY 14103</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Shelby</ENT>
                        <ENT>Shelby Town Office, 4062 Salt Works Road, Medina, NY 14103</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Yates</ENT>
                        <ENT>Yates Town Hall, 8 South Main Street, Lyndonville, NY 14098</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Albion</ENT>
                        <ENT>Code Enforcement Office, 35 East Bank Street, Albion, NY 14411</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Holley</ENT>
                        <ENT>Village Hall, 1 Wright Street, Holley, NY 14470</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Village of Lyndonville</ENT>
                        <ENT>Village Hall, 2 South Main Street, Lyndonville, NY 14098</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Village of Medina</ENT>
                        <ENT>Village Clerks Office, 119 Park Avenue, Medina, NY 14103</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Wells County, North Dakota and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="01" RUL="s">
                        <ENT I="21">
                            <E T="02">Docket No.: FEMA-B-2380 and FEMA-B-2465</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Fessenden</ENT>
                        <ENT>City Hall, 602 Railway Street S, Fessenden, ND 58438.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Hamberg</ENT>
                        <ENT>19 2nd Street W, Hamberg, ND 58341.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">City of Harvey</ENT>
                        <ENT>City Hall, 120 West 8th Street, Harvey, ND 58341.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Wells County</ENT>
                        <ENT>Wells County Courthouse, 700 Railway Street N, #37, Fessenden, ND 58438.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12746 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2532]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2532, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to 
                    <PRTPAGE P="30257"/>
                    review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Fairbanks North Star Borough, Alaska and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 20-10-0022S Preliminary Date: December 6, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Fairbanks North Star Borough</ENT>
                        <ENT>Juanita Helms Administration Center, Fairbanks Community Planning Department, 907 Terminal Street, Fairbanks, AK 99701.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12738 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2525]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2525, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where 
                    <PRTPAGE P="30258"/>
                    applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Garfield County, Washington and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 20-10-0023S Preliminary Date: July 31, 2024</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Pomeroy</ENT>
                        <ENT>City Hall, 80 North 7th Street, Pomeroy, WA 99347.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Garfield County</ENT>
                        <ENT>Garfield County Public Works Building, 300 South 19th Street, Pomeroy, WA 99347.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12737 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF HOMELAND SECURITY</AGENCY>
                <SUBAGY>Federal Emergency Management Agency</SUBAGY>
                <DEPDOC>[Docket ID FEMA-2025-0002; Internal Agency Docket No. FEMA-B-2536]</DEPDOC>
                <SUBJECT>Proposed Flood Hazard Determinations</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Federal Emergency Management Agency, Department of Homeland Security.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Comments are requested on proposed flood hazard determinations, which may include additions or modifications of any Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA) boundary or zone designation, or regulatory floodway on the Flood Insurance Rate Maps (FIRMs), and where applicable, in the supporting Flood Insurance Study (FIS) reports for the communities listed in the table below. The purpose of this notice is to seek general information and comment regarding the preliminary FIRM, and where applicable, the FIS report that the Federal Emergency Management Agency (FEMA) has provided to the affected communities. The FIRM and FIS report are the basis of the floodplain management measures that the community is required either to adopt or to show evidence of having in effect in order to qualify or remain qualified for participation in the National Flood Insurance Program (NFIP).</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments are to be submitted on or before October 7, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        The Preliminary FIRM, and where applicable, the FIS report for each community are available for inspection at both the online location 
                        <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                         and the respective Community Map Repository address listed in the tables below. Additionally, the current effective FIRM and FIS report for each community are accessible online through the FEMA Map Service Center at 
                        <E T="03">https://msc.fema.gov</E>
                         for comparison.
                    </P>
                    <P>
                        You may submit comments, identified by Docket No. FEMA-B-2536, to David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov.</E>
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        David Bascom, Acting Director, Engineering and Modeling Division, Risk Analysis, Planning &amp; Information Directorate, FEMA, 400 C Street SW, Washington, DC 20472, or (email) 
                        <E T="03">david.bascom@fema.dhs.gov;</E>
                         or visit the FEMA Mapping and Insurance eXchange (FMIX) online at 
                        <E T="03">https://www.floodmaps.fema.gov/fhm/fmx_main.html.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>FEMA proposes to make flood hazard determinations for each community listed below, in accordance with section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4104, and 44 CFR 67.4(a).</P>
                <P>These proposed flood hazard determinations, together with the floodplain management criteria required by 44 CFR 60.3, are the minimum that are required. They should not be construed to mean that the community must change any existing ordinances that are more stringent in their floodplain management requirements. The community may at any time enact stricter requirements of its own or pursuant to policies established by other Federal, State, or regional entities. These flood hazard determinations are used to meet the floodplain management requirements of the NFIP.</P>
                <P>The communities affected by the flood hazard determinations are provided in the tables below. Any request for reconsideration of the revised flood hazard information shown on the Preliminary FIRM and FIS report that satisfies the data requirements outlined in 44 CFR 67.6(b) is considered an appeal. Comments unrelated to the flood hazard determinations also will be considered before the FIRM and FIS report become effective.</P>
                <P>
                    Use of a Scientific Resolution Panel (SRP) is available to communities in support of the appeal resolution process. SRPs are independent panels of experts in hydrology, hydraulics, and other pertinent sciences established to review conflicting scientific and technical data and provide recommendations for resolution. Use of the SRP only may be exercised after FEMA and local communities have been engaged in a collaborative consultation process for at least 60 days without a mutually acceptable resolution of an appeal. Additional information regarding the SRP process can be found online at 
                    <E T="03">https://www.floodsrp.org/pdfs/srp_overview.pdf.</E>
                </P>
                <P>
                    The watersheds and/or communities affected are listed in the tables below. The Preliminary FIRM, and where applicable, FIS report for each community are available for inspection at both the online location 
                    <E T="03">https://hazards.fema.gov/femaportal/prelimdownload</E>
                     and the respective Community Map Repository address listed in the tables. For communities with multiple ongoing Preliminary studies, the studies can be identified by the unique project number and Preliminary FIRM date listed in the tables. Additionally, the current effective FIRM and FIS report for each 
                    <PRTPAGE P="30259"/>
                    community are accessible online through the FEMA Map Service Center at 
                    <E T="03">https://msc.fema.gov</E>
                     for comparison.
                </P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance No. 97.022, “Flood Insurance.”)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Elizabeth Asche,</NAME>
                    <TITLE>Assistant Administrator, Federal Insurance Directorate, Resilience, Federal Emergency Management Agency, Department of Homeland Security.</TITLE>
                </SIG>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,r100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Community</CHED>
                        <CHED H="1">Community map repository address</CHED>
                    </BOXHD>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Madison County, Arkansas and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 24-06-0080S Preliminary Date: February 18, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">City of Huntsville</ENT>
                        <ENT>City Hall, 208 East War Eagle Avenue, Huntsville, AR 72740.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Hindsville</ENT>
                        <ENT>Madison County 911 Operator's Office, 433 Madison 6552, Huntsville, AR 72740.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of St. Paul</ENT>
                        <ENT>Town Hall, 439 Madison Avenue, St. Paul, AR 72760.</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">Unincorporated Areas of Madison County</ENT>
                        <ENT>Madison County 911 Operator's Office, 433 Madison 6552, Huntsville, AR 72740.</ENT>
                    </ROW>
                    <ROW EXPSTB="01">
                        <ENT I="21">
                            <E T="02">Harper County, Oklahoma and Incorporated Areas</E>
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="21">
                            <E T="02">Project: 23-06-0037S Preliminary Date: February 18, 2025</E>
                        </ENT>
                    </ROW>
                    <ROW EXPSTB="00">
                        <ENT I="01">Town of Buffalo</ENT>
                        <ENT>Town Hall, 610 North Hoy Street, Buffalo, OK 73834.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Laverne</ENT>
                        <ENT>Town Hall, 7th and Oklahoma Streets, Suite 6, Laverne, OK 73848.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of May</ENT>
                        <ENT>Harper County Courthouse, 311 Southeast 1st Street, Buffalo, OK 73834.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Town of Rosston</ENT>
                        <ENT>Harper County Courthouse, 311 Southeast 1st Street, Buffalo, OK 73834.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Unincorporated Areas of Harper County</ENT>
                        <ENT>Harper County Courthouse, 311 Southeast 1st Street, Buffalo, OK 73834.</ENT>
                    </ROW>
                </GPOTABLE>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12741 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 9110-12-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF THE INTERIOR</AGENCY>
                <SUBAGY>Office of the Secretary</SUBAGY>
                <DEPDOC>[24XD4523WS/DWSN00000.000000/DS61500000/DP.61501]</DEPDOC>
                <SUBJECT>Notice of Public Meeting of the Invasive Species Advisory Committee</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>National Invasive Species Council, Interior.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of public meeting.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>Pursuant to the provisions of the Federal Advisory Committee Act, notice is hereby given that a public meeting of the Invasive Species Advisory Committee (ISAC) will occur as indicated below.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The Invasive Species Advisory Committee will convene by Zoom virtual platform on Friday, July 25, 2025, 2:00 p.m.-6:00 p.m. EDT.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>Zoom URL and dial-in information will be provided via email to registered participants at least 48 hours in advance of the meeting.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        For information concerning attending the ISAC meeting, submitting written comments to the ISAC, or requesting to address the ISAC, contact Kelsey Brantley, NISC Operations Director and ISAC Coordinator, National Invasive Species Council Staff, telephone: (202) 577-7012; fax: (202) 208-4118, or email: 
                        <E T="03">kelsey_brantley@ios.doi.gov.</E>
                    </P>
                    <P>Individuals in the United States who are deaf, deafblind, hard of hearing, or have a speech disability may dial 711 (TTY, TDD, or TeleBraille) to access telecommunications relay services. Individuals outside the United States should use the relay services offered within their country to make international calls to the point-of-contact in the United States.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The purpose of the ISAC is to provide advice to the National Invasive Species Council (NISC), as authorized by Executive Orders 13112 and 13751, on a broad array of issues related to preventing the introduction of invasive species and providing for their control and minimizing the economic, ecological, and human health impacts that invasive species cause. NISC is co-chaired by the Secretary of the Interior, the Secretary of Agriculture, and the Secretary of Commerce. The duty of NISC is to provide national leadership regarding invasive species issues. The purpose of the virtual meeting on Friday, July 25, 2025, is to convene the full ISAC to review the status of ongoing ISAC subcommittee work.</P>
                <P>
                    <E T="03">Meeting Agenda:</E>
                     The meeting agenda will consist of updates and discussion on ISAC subcommittee deliberations to date related to food security and invasive species, as well as marine biosecurity and invasive species. A public comment period will also be included.
                </P>
                <P>
                    The final agenda, records, and other reference documents for discussion during the meeting will be available for public viewing as they become available, but no later than 48 hours before the start of the meeting at 
                    <E T="03">https://www.invasivespecies.gov.</E>
                </P>
                <P>
                    <E T="03">Meeting Registration:</E>
                     Due to the limited number of connections available, individuals must register by Thursday, July 24, 2025; 3:00 p.m. EDT at: 
                    <E T="03">https://forms.office.com/g/K4YPU9GvPR.</E>
                </P>
                <P>
                    Interested members of the public may provide either oral or written comments to ISAC for consideration. Oral comments may be given during designated times as specified in the meeting agenda. Written comments must be submitted by email to Kelsey Brantley at 
                    <E T="03">kelsey_brantley@ios.doi.gov,</E>
                     no later than Thursday, July 24, 2025, 3:00 p.m. (EDT). All written comments will be provided to members of the ISAC. Due to time constraints during the virtual meeting, written public statements will be submitted directly into the record.
                </P>
                <P>
                    Depending on the number of people interested in giving comments during the designated timeframe, the time allotted for each person may be limited. 
                    <PRTPAGE P="30260"/>
                    Requests to address the ISAC during the meeting will be accommodated in the order they are received. Individuals who wish to expand upon their oral statements, or those who wanted to speak but could not be accommodated on the agenda, may submit written comments to Kelsey Brantley at 
                    <E T="03">kelsey_brantley@ios.doi.gov,</E>
                     up to 30 days following the meeting.
                </P>
                <P>
                    All comments will be made part of the public record and will be electronically distributed to all ISAC members through the detailed meeting minutes, which will be available for public inspection within 90 days of the meeting at 
                    <E T="03">https://www.invasivespecies.gov.</E>
                </P>
                <P>
                    <E T="03">Meeting Accessibility/Special Accommodations:</E>
                     The meeting is open to the public. Registration is required (see 
                    <E T="03">Meeting Registration</E>
                     above). Please make requests in advance for sign language interpreter services, assistive listening devices, or other reasonable accommodations. We ask that you contact Kelsey Brantley at 
                    <E T="03">kelsey_brantley@ios.doi.gov,</E>
                     at least seven (7) business days before the meeting to give the Department of the Interior sufficient time to process your request. All reasonable accommodation requests are managed on a case-by-case basis.
                </P>
                <P>
                    <E T="03">Public Disclosure of Comments:</E>
                     Before including your address, phone number, email address, or other personal identifying information in your written comments, you should be aware that your entire comment, including your personal identifying information, will be made publicly available. While you can request in your comment to withhold your personal identifying information from public review, we cannot guarantee that we will be able to do so.
                </P>
                <EXTRACT>
                    <FP>(Authority: 5 U.S.C. Ch. 10)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>Stanley W. Burgiel,</NAME>
                    <TITLE>Executive Director, National Invasive Species Council.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12725 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4334-63-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF THE INTERIOR</AGENCY>
                <SUBAGY>National Park Service</SUBAGY>
                <DEPDOC>[NPS-WASO-IEV-NPS0040381; PPWOIEADC0, PPMVSIE1Y.Y00000 (255); OMB Control Number 1024-0288]</DEPDOC>
                <SUBJECT>Agency Information Collection Activities; Education Reservation Request Form</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>National Park Service, Interior.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of information collection; request for comment.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>In accordance with the Paperwork Reduction Act of 1995, we, the National Park Service (NPS) are proposing to renew an information collection.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Interested persons are invited to submit comments which NPS must receive on or before September 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Written comments on this information collection request (ICR) can be sent by mail to Phadrea Ponds, NPS Information Collection Clearance Officer (ADIR-ICCO), 13461 Sunrise Valley Drive (MS-244) Reston, VA 20192 (mail); or 
                        <E T="03">phadrea_ponds@nps.gov</E>
                         (email). Please reference Office of Management and Budget (OMB) Control Number 1024-0288 in the subject line of your comments.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        To request additional information about this ICR, contact Shauna Potocky, Education Strategist, by email at 
                        <E T="03">shauna_potocky@nps.gov,</E>
                         or by telephone at 202-641-8424. Please reference Office of Management and Budget (OMB) Control Number 1024-0288 in the subject line of your comments. Individuals in the United States who are deaf, deafblind, hard of hearing, or have a speech disability may dial 711 (TTY, TDD, or TeleBraille) to access telecommunications relay services. Individuals outside the United States should use the relay services offered within their country to make international calls to the point of contact in the United States.
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    In accordance with the Paperwork Reduction Act of 1995, (PRA, 44 U.S.C. 3501
                    <E T="03">et seq.</E>
                    ) and 5 CFR 1320.8(d)(1), all information collections require approval under the PRA. As part of our continuing effort to reduce paperwork and respondent burdens, we invite the public and other Federal agencies to comment on new, proposed, revised, and continuing collections of information. This helps us assess the impact of our information collection requirements and minimize the public's reporting burden. It also helps the public understand our information collection requirements and provide the requested data in the desired format. We are especially interested in public comment addressing the following:
                </P>
                <P>(1) Whether or not the collection of information is necessary for the proper performance of the functions of the agency, including whether or not the information will have practical utility.</P>
                <P>(2) The accuracy of our estimate of the burden for this collection of information, including the validity of the methodology and assumptions used.</P>
                <P>(3) Ways to enhance the quality, utility, and clarity of the information to be collected.</P>
                <P>
                    (4) How might the agency minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology, 
                    <E T="03">e.g.,</E>
                     permitting electronic submission of response.
                </P>
                <P>Comments that you submit in response to this notice are a matter of public record. We will include or summarize each comment in our request to OMB to approve this ICR. Before including your address, phone number, email address, or other personal identifying information in your comment, you should be aware that your entire comment—including your personal identifying information—may be made publicly available at any time. While you can ask us in your comment to withhold your personal identifying information from public review, we cannot guarantee that we will be able to do so.</P>
                <P>
                    <E T="03">Abstract:</E>
                     NPS is authorized by 54 U.S.C. 100701 Protection, interpretation, and research in System to administer education programs for education audiences including but not limited to school groups, scouting groups, extracurricular groups, and home school groups. To effectively manage requests received for NPS educational programs, the NPS Washington Support Office Division of Interpretation, Education, and Volunteers seeks approval for the continued use of the approved Service-wide 10-1750 Education Reservation Request Form.
                </P>
                <P>The NPS Form10-1750 collects necessary reservation information, including (1) Person(s) or organization(s) requesting education program services, (2) Type of program requested, (3) Logistical details including, date, time, grade level, number of students, (4) Technology available to the group for distance learning programming, and (5) Criteria for academic fee waiver eligibility.</P>
                <P>This information facilitates operational aspects of scheduling groups for in-park education programs, ranger-in-classroom programs, and/or online distance learning programs. The form will be fully electronic and available on participating parks websites for the purpose of making school group reservations and accommodating public requests for group education programming.</P>
                <P>
                    <E T="03">Title of Collection:</E>
                     Education Reservation Request Form.
                </P>
                <P>
                    <E T="03">OMB Control Number:</E>
                     1024-0288.
                    <PRTPAGE P="30261"/>
                </P>
                <P>
                    <E T="03">Form Number:</E>
                     10-1750 Education Reservation Request Form.
                </P>
                <P>
                    <E T="03">Type of Review:</E>
                     Renewal.
                </P>
                <P>
                    <E T="03">Respondents/Affected Public:</E>
                     Educators at public and private schools, homeschool groups, school-age clubs.
                </P>
                <P>
                    <E T="03">Total Estimated Number of Annual Respondents:</E>
                     62,000.
                </P>
                <P>
                    <E T="03">Total Estimated Number of Annual Responses:</E>
                     62,000.
                </P>
                <P>
                    <E T="03">Estimated Completion Time per Response:</E>
                     5 minutes.
                </P>
                <P>
                    <E T="03">Total Estimated Number of Annual Burden Hours:</E>
                     5,167.
                </P>
                <P>
                    <E T="03">Respondent's Obligation:</E>
                     Required to obtain a benefit.
                </P>
                <P>
                    <E T="03">Frequency of Collection:</E>
                     On occasion.
                </P>
                <P>
                    <E T="03">Total Estimated Annual Non hour Burden Cost:</E>
                     None
                </P>
                <P>An agency may not conduct or sponsor and a person is not required to respond to a collection of information unless it displays a currently valid OMB control number.</P>
                <P>
                    The authority for this action is the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 
                    <E T="03">et seq.</E>
                    ).
                </P>
                <SIG>
                    <NAME>Phadrea Ponds,</NAME>
                    <TITLE>Information Collection Clearance Officer, National Park Service.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12748 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4312-52-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF THE INTERIOR</AGENCY>
                <SUBAGY>National Park Service</SUBAGY>
                <DEPDOC>[NPS-ACR-NPS0039239; 5038 PPSESEROR4 PX.P0318045B.00.1; OMB Control Number 1024-NEW]</DEPDOC>
                <SUBJECT>Agency Information Collection Activities; National Park Service Application for the Lower Mississippi Delta Initiative</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>National Park Service, Interior.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of information collection; request for comment.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>In accordance with the Paperwork Reduction Act of 1995, we, the National Park Service (NPS) are proposing a new information collection.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Interested persons are invited to submit comments, which NPS must receive on or before August 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to 
                        <E T="03">https://www.reginfo.gov/public/do/PRAMain.</E>
                         Find this particular information collection by selecting “Currently under Review—Open for Public Comments” or by using the search function. Please provide a copy of your comments to Phadrea Ponds, NPS Information Collection Clearance Officer (ADIR-ICCO), 13461 Sunrise Valley Drive (MS-244) Herndon, VA 20171; or at 
                        <E T="03">phadrea_ponds@nps.gov</E>
                         (email). Please reference Office of Management and Budget (OMB) Control Number “1024-NEW (LMDI)” in the subject line of your comments.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        To request additional information about this (information collection request) ICR, contact Cynthia Walton, Branch Manager, Archeological and Historic Preservation Partnerships to 
                        <E T="03">cynthia_walton@nps.gov</E>
                         (email) or at 404-354-6072 (telephone). Please reference OMB Control Number 1024-NEW (LMDI) in the subject line of your comments. Individuals in the United States who are deaf, deafblind, hard of hearing, or have a speech disability may dial 711 (TTY, TDD, or TeleBraille) to access telecommunications relay services. Individuals outside the United States should use the relay services offered within their country to make international calls to the point of contact in the United States. You may also view the ICR at 
                        <E T="03">https://www.reginfo.gov/public/do/PRAMain.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    In accordance with the Paperwork Reduction Act of 1995 (PRA, 44 U.S.C. 3501 
                    <E T="03">et seq.</E>
                    ) and 5 CFR 1320.8(d)(1), we provide the general public and other Federal agencies with an opportunity to comment on new, proposed, revised, and continuing collections of information. This helps us assess the impact of our information collection requirements and minimize the public's reporting burden. It also helps the public understand our information collection requirements and provide the requested data in the desired format.
                </P>
                <P>
                    A 
                    <E T="04">Federal Register</E>
                     notice with a 60-day public comment period soliciting comments on this collection of information was published on June 28, 2024 (89 FR 54036). No comments were received.
                </P>
                <P>As part of our continuing effort to reduce paperwork and respondent burdens, we are again soliciting comments from the public and other Federal agencies on the proposed ICR that is described below. We are especially interested in public comment addressing the following issues:</P>
                <P>(1) Whether or not the collection of information is necessary for the proper performance of the functions of the agency, including whether or not the information will have practical utility.</P>
                <P>(2) The accuracy of our estimate of the burden for this collection of information, including the validity of the methodology and assumptions used.</P>
                <P>(3) Ways to enhance the quality, utility, and clarity of the information to be collected.</P>
                <P>
                    (4) How might the agency minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology, 
                    <E T="03">e.g.,</E>
                     permitting electronic submission of response.
                </P>
                <P>Comments that you submit in response to this notice are a matter of public record. We will include or summarize each comment in our request to OMB to approve this ICR. Before including your address, phone number, email address, or other personal identifying information in your comment, you should be aware that your entire comment—including your personal identifying information—may be made publicly available at any time. While you can ask us in your comment to withhold your personal identifying information from public review, we cannot guarantee that we will be able to do so.</P>
                <P>
                    <E T="03">Abstract:</E>
                     Under the Lower Mississippi Delta Initiatives (LMDI) (Pub. L. 103-433, title XI), the Secretary of the Interior is authorized to award grants to qualified Tribal, governmental, and non-governmental entities and individuals. The purpose of these grants is to help preserve regional culture and history and enhance educational and recreational opportunities for delta residents. Also, under LMDI, the Secretary is authorized to award grants and provide other types of technical and financial assistance to conserve and protect historic and archeological sites and structures in the delta region. The Secretary delegated these authorities to NPS.
                </P>
                <P>
                    To support grant applications, NPS requests OMB approve the following collections: 10-2020 LMDI 
                    <E T="03">Local Heritage Grants Application,</E>
                     and 10-2020A 
                    <E T="03">LMDI Budget and Funding Form.</E>
                     Both will be used by the NPS and Jefferson National Parks Association (JNPA) to determine eligibility
                    <E T="03">.</E>
                     Grant recipients will be required to submit a midway and annual report.
                </P>
                <P>
                    <E T="03">Title of Collection:</E>
                     Application for the National Park Service Lower Mississippi Delta Initiative (LMDI).
                </P>
                <P>
                    <E T="03">OMB Control Number:</E>
                     1024-NEW.
                </P>
                <P>
                    <E T="03">Form Number:</E>
                     10-2020 
                    <E T="03">LMDI Local Heritage Grants Application,</E>
                     10-2020A 
                    <E T="03">LMDI Budget and Funding Form,</E>
                     for midway and final reports.
                </P>
                <P>
                    <E T="03">Type of Review:</E>
                     New.
                    <PRTPAGE P="30262"/>
                </P>
                <P>
                    <E T="03">Respondents/Affected Public:</E>
                     Tribal, State, and local, governments and non-governmental organizations.
                </P>
                <P>
                    <E T="03">Total Estimated Number of Annual Respondents:</E>
                     116.
                </P>
                <P>
                    <E T="03">Total Estimated Number of Annual Responses:</E>
                     116.
                </P>
                <P>
                    <E T="03">Estimated Completion Time per Response:</E>
                     5 hours per application, and 2 hours each for the midway report and the final report.
                </P>
                <P>
                    <E T="03">Total Estimated Number of Annual Burden Hours:</E>
                     532 hours.
                </P>
                <P>
                    <E T="03">Respondent's Obligation:</E>
                     Voluntary.
                </P>
                <P>
                    <E T="03">Frequency of Collection:</E>
                     Once per respondent.
                </P>
                <P>
                    <E T="03">Total Estimated Annual Non hour Burden Cost:</E>
                     None.
                </P>
                <P>
                    An agency may not conduct or sponsor nor is a person required to respond to a collection of information unless it displays a currently valid OMB control number. The authority for this action is the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 
                    <E T="03">et seq.</E>
                    ).
                </P>
                <SIG>
                    <NAME>Phadrea Ponds,</NAME>
                    <TITLE>Information Collection Clearance Officer, National Park Service.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12749 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4312-52-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">INTERNATIONAL TRADE COMMISSION</AGENCY>
                <DEPDOC>[Investigation Nos. 701-TA-764-766 and 731-TA-1747-1749 (Preliminary)]</DEPDOC>
                <SUBJECT>Hardwood and Decorative Plywood From China, Indonesia, and Vietnam</SUBJECT>
                <HD SOURCE="HD1">Determinations</HD>
                <P>
                    On the basis of the record 
                    <SU>1</SU>
                    <FTREF/>
                     developed in the subject investigations, the United States International Trade Commission (“Commission”) determines, pursuant to the Tariff Act of 1930 (“the Act”), that there is a reasonable indication that an industry in the United States is materially injured by reason of imports of hardwood and decorative plywood from China, Indonesia, and Vietnam, provided for in subheadings 4412.10.05, 4412.31.06, 4412.31.26, 4412.31.42, 4412.31.45, 4412.31.48, 4412.31.52, 4412.31.61, 4412.31.92, 4412.33.06, 4412.33.26, 4412.33.32, 4412.33.57, 4412.34.26, 4412.34.32, 4412.34.57, 4412.39.40, 4412.39.50, 4412.41.00, 4412.42.00, 4412.51.10, 4412.51.31, 4412.51.41, 4412.51.50, 4412.52.10, 4412.52.31, 4412.52.41, 4412.91.06, 4412.91.10, 4412.91.31, 4412.91.41, 4412.92.07, 4412.92.11, 4412.92.31, and 4412.92.42 of the Harmonized Tariff Schedule of the United States, that are alleged to be sold in the United States at less than fair value (“LTFV”) and to be subsidized by the governments of China, Indonesia, and Vietnam.
                    <SU>2</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         The record is defined in § 207.2(f) of the Commission's Rules of Practice and Procedure (19 CFR 207.2(f)).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         90 FR 25212 and 90 FR 25225, June 16, 2025.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">Commencement of Final Phase Investigations</HD>
                <P>
                    Pursuant to section 207.18 of the Commission's rules, the Commission also gives notice of the commencement of the final phase of its investigations. The Commission will issue a final phase notice of scheduling, which will be published in the 
                    <E T="04">Federal Register</E>
                     as provided in § 207.21 of the Commission's rules, upon notice from the U.S. Department of Commerce (“Commerce”) of affirmative preliminary determinations in the investigations under §§ 703(b) or 733(b) of the Act, or, if the preliminary determinations are negative, upon notice of affirmative final determinations in those investigations under §§ 705(a) or 735(a) of the Act. Parties that filed entries of appearance in the preliminary phase of the investigations need not enter a separate appearance for the final phase of the investigations. Any other party may file an entry of appearance for the final phase of the investigations after publication of the final phase notice of scheduling. Industrial users, and, if the merchandise under investigation is sold at the retail level, representative consumer organizations have the right to appear as parties in Commission antidumping and countervailing duty investigations. The Secretary will prepare a public service list containing the names and addresses of all persons, or their representatives, who are parties to the investigations. As provided in section 207.20 of the Commission's rules, the Director of the Office of Investigations will circulate draft questionnaires for the final phase of the investigations to parties to the investigations, placing copies on the Commission's Electronic Document Information System (EDIS, 
                    <E T="03">https://edis.usitc.gov</E>
                    ), for comment.
                </P>
                <HD SOURCE="HD1">Background</HD>
                <P>On May 22, 2025, the Coalition for Fair Trade in Hardwood Plywood, the members of which are Columbia Forest Products, Greensboro, North Carolina; Commonwealth Plywood Co., Ltd., Whitehall, New York; Manthei Wood Products, Petoskey, Michigan; States Industries LLC, Eugene, Oregon; and Timber Products Company, Springfield, Oregon, filed petitions with the Commission and Commerce, alleging that an industry in the United States is materially injured or threatened with material injury by reason of subsidized and LTFV imports of hardwood and decorative plywood from China, Indonesia, and Vietnam. Accordingly, effective May 22, 2025, the Commission instituted countervailing duty investigation Nos. 701-TA-764-766 and antidumping duty investigation Nos. 731-TA-1747-1749 (Preliminary).</P>
                <P>
                    Notice of the institution of the Commission's investigations and of a public conference to be held in connection therewith was given by posting copies of the notice in the Office of the Secretary, U.S. International Trade Commission, Washington, DC, and by publishing the notice in the 
                    <E T="04">Federal Register</E>
                     of May 29, 2025 (90 FR 22757). The Commission conducted its conference on June 12, 2025. All persons who requested the opportunity were permitted to participate.
                </P>
                <P>
                    The Commission made these determinations pursuant to §§ 703(a) and 733(a) of the Act (19 U.S.C. 1671b(a) and 1673b(a)). It completed and filed its determinations in these investigations on July 7, 2025. The views of the Commission are contained in USITC Publication 5648 (July 2025), entitled 
                    <E T="03">Hardwood and Decorative Plywood from China, Indonesia, and Vietnam: Investigation Nos. 701-TA-764-766 and 731-TA-1747-1749 (Preliminary).</E>
                </P>
                <SIG>
                    <P>By order of the Commission.</P>
                    <DATED>Issued: July 7, 2025.</DATED>
                    <NAME>Lisa Barton,</NAME>
                    <TITLE>Secretary to the Commission.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12772 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 7020-02-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">INTERNATIONAL TRADE COMMISSION</AGENCY>
                <SUBJECT>Notice of Receipt of Complaint; Solicitation of Comments Relating to the Public Interest</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>U.S. International Trade Commission.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        Notice is hereby given that the U.S. International Trade Commission has received a complaint entitled 
                        <E T="03">Certain Pre-Stretched Synthetic Braiding Hair and Packaging Therefor II, DN 3836;</E>
                         the Commission is soliciting comments on any public interest issues raised by the complaint or complainant's filing pursuant to the Commission's Rules of Practice and Procedure.
                    </P>
                </SUM>
                <FURINF>
                    <PRTPAGE P="30263"/>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Lisa R. Barton, Secretary to the Commission, U.S. International Trade Commission, 500 E Street SW, Washington, DC 20436, telephone (202) 205-2000. The public version of the complaint can be accessed on the Commission's Electronic Document Information System (EDIS) at 
                        <E T="03">https://edis.usitc.gov.</E>
                         For help accessing EDIS, please email 
                        <E T="03">EDIS3Help@usitc.gov.</E>
                    </P>
                    <P>
                        General information concerning the Commission may also be obtained by accessing its internet server at United States International Trade Commission (USITC) at 
                        <E T="03">https://www.usitc.gov</E>
                        . The public record for this investigation may be viewed on the Commission's Electronic Document Information System (EDIS) at 
                        <E T="03">https://edis.usitc.gov.</E>
                         Hearing-impaired persons are advised that information on this matter can be obtained by contacting the Commission's TDD terminal on (202) 205-1810.
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    The Commission has received a complaint and a submission pursuant to § 210.8(b) of the Commission's Rules of Practice and Procedure filed on behalf of JBS Hair, Inc. on July 3, 2025. The complaint alleges violations of section 337 of the Tariff Act of 1930 (19 U.S.C. 1337) in the importation into the United States, the sale for importation, and the sale within the United States after importation of certain pre-stretched synthetic braiding hair and packaging therefor II. The complaint names as respondents: Sun Taiyang Co., Ltd. (d/b/a Outre®) of Moonachie, New Jersey; Beauty Elements Corporation (d/b/a Bijouz®) of Miami Gardens, Florida; Hair Zone, Inc. (d/b/a Sensationnel®) of Moonachie, New Jersey; Beauty Essence, Inc. (d/b/a Supreme
                    <E T="51">TM</E>
                     Hair US) of Moonachie, New Jersey; SLI Production Corp. (d/b/a It's a Wig!) of Moonachie, New Jersey; Royal Imex, Inc. (d/b/a Zury® Hollywood) of Santa Fe Springs, California; GS Imports, Inc. (d/b/a Golden State Imports, Inc.) of Paramount, California; Eve Hair, Inc. of Lakewood, California; Midway International, Inc. (d/b/a BOBBI BOSS) of Cerritos, California; Mayde Beauty Inc. of Port Washington, New York; Hair Plus Trading Co., Inc. (d/b/a Femi Collection) of Suwanee, Georgia; Optimum Solution Group LLC (d/b/a Oh Yes Hair) of Duluth, Georgia; Chade Fashions, Inc. of Niles, Illinois; Mane Concept Inc. of Moonachie, New Jersey; Beauty Plus Trading Co., Inc. (d/b/a Janet Collection
                    <E T="51">TM</E>
                    ) of Moonachie, New Jersey; Model Model Hair Fashion, Inc. of Port Washington, New York; New Jigu Trading Corp. (d/b/a Harlem 125®) of Port Washington, New York; Shake N Go Fashion, Inc. of Port Washington, New York; and Amekor Industries, Inc. (d/b/a Vivica A. Fox® Hair Collection) of Conshohocken, Pennsylvania. The complainant requests that the Commission issue a general exclusion order or alternatively limited exclusion orders, cease and desist orders, and impose a bond upon respondents' alleged infringing articles during the 60-day Presidential review period pursuant to 19 U.S.C. 1337(j).
                </P>
                <P>Proposed respondents, other interested parties, members of the public, and interested government agencies are invited to file comments on any public interest issues raised by the complaint or § 210.8(b) filing. Comments should address whether issuance of the relief specifically requested by the complainant in this investigation would affect the public health and welfare in the United States, competitive conditions in the United States economy, the production of like or directly competitive articles in the United States, or United States consumers.</P>
                <P>In particular, the Commission is interested in comments that:</P>
                <P>(i) explain how the articles potentially subject to the requested remedial orders are used in the United States;</P>
                <P>(ii) identify any public health, safety, or welfare concerns in the United States relating to the requested remedial orders;</P>
                <P>(iii) identify like or directly competitive articles that complainant, its licensees, or third parties make in the United States which could replace the subject articles if they were to be excluded;</P>
                <P>(iv) indicate whether complainant, complainant's licensees, and/or third party suppliers have the capacity to replace the volume of articles potentially subject to the requested exclusion order and/or a cease and desist order within a commercially reasonable time; and</P>
                <P>(v) explain how the requested remedial orders would impact United States consumers.</P>
                <P>
                    Written submissions on the public interest must be filed no later than by close of business, eight calendar days after the date of publication of this notice in the 
                    <E T="04">Federal Register</E>
                    . There will be further opportunities for comment on the public interest after the issuance of any final initial determination in this investigation. Any written submissions on other issues must also be filed by no later than the close of business, eight calendar days after publication of this notice in the 
                    <E T="04">Federal Register</E>
                    . Complainant may file replies to any written submissions no later than three calendar days after the date on which any initial submissions were due, notwithstanding § 201.14(a) of the Commission's Rules of Practice and Procedure. No other submissions will be accepted, unless requested by the Commission. Any submissions and replies filed in response to this Notice are limited to five (5) pages in length, inclusive of attachments.
                </P>
                <P>
                    Persons filing written submissions must file the original document electronically on or before the deadlines stated above. Submissions should refer to the docket number (“Docket No. 3836”) in a prominent place on the cover page and/or the first page. (
                    <E T="03">See</E>
                     Handbook for Electronic Filing Procedures, Electronic Filing Procedures 
                    <SU>1</SU>
                    <FTREF/>
                    ). Please note the Secretary's Office will accept only electronic filings during this time. Filings must be made through the Commission's Electronic Document Information System (EDIS, 
                    <E T="03">https://edis.usitc.gov.</E>
                    ) No in-person paper-based filings or paper copies of any electronic filings will be accepted until further notice. Persons with questions regarding filing should contact the Secretary at 
                    <E T="03">EDIS3Help@usitc.gov.</E>
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         Handbook for Electronic Filing Procedures: 
                        <E T="03">https://www.usitc.gov/documents/handbook_on_filing_procedures.pdf.</E>
                    </P>
                </FTNT>
                <P>
                    Any person desiring to submit a document to the Commission in confidence must request confidential treatment. All such requests should be directed to the Secretary to the Commission and must include a full statement of the reasons why the Commission should grant such treatment. 
                    <E T="03">See</E>
                     19 CFR 201.6. Documents for which confidential treatment by the Commission is properly sought will be treated accordingly. All information, including confidential business information and documents for which confidential treatment is properly sought, submitted to the Commission for purposes of this Investigation may be disclosed to and used: (i) by the Commission, its employees and Offices, and contract personnel (a) for developing or maintaining the records of this or a related proceeding, or (b) in internal investigations, audits, reviews, and evaluations relating to the programs, personnel, and operations of the Commission including under 5 U.S.C. Appendix 3; or (ii) by U.S. government employees and contract personnel,
                    <SU>2</SU>
                    <FTREF/>
                     solely for cybersecurity purposes. All nonconfidential written submissions will be available for public 
                    <PRTPAGE P="30264"/>
                    inspection at the Office of the Secretary and on EDIS.
                    <SU>3</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         All contract personnel will sign appropriate nondisclosure agreements.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         Electronic Document Information System (EDIS): 
                        <E T="03">https://edis.usitc.gov.</E>
                    </P>
                </FTNT>
                <P>This action is taken under the authority of section 337 of the Tariff Act of 1930, as amended (19 U.S.C. 1337), and of §§ 201.10 and 210.8(c) of the Commission's Rules of Practice and Procedure (19 CFR 201.10, 210.8(c)).</P>
                <SIG>
                    <P>By order of the Commission.</P>
                    <DATED>Issued: July 7, 2025.</DATED>
                    <NAME>Lisa Barton,</NAME>
                    <TITLE>Secretary to the Commission.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12761 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 7020-02-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF JUSTICE</AGENCY>
                <SUBAGY>Drug Enforcement Administration</SUBAGY>
                <SUBJECT>John Hanley, P.A.; Decision and Order</SUBJECT>
                <P>
                    On February 13, 2025, the Drug Enforcement Administration (DEA or Government) issued an Order to Show Cause (OSC) to John Hanley, P.A. of Santa Fe, New Mexico (Registrant). Request for Final Agency Action (RFAA), Exhibit (RFAAX) 1, at 1, 4. The OSC proposed the revocation of Registrant's Certificate of Registration No. MH4317702, alleging that Registrant's registration should be revoked because Registrant is “currently without authority to prescribe, administer, dispense, or otherwise handle controlled substances in New Mexico, the state in which [he is] registered with DEA.” 
                    <E T="03">Id.</E>
                     at 2 (citing 21 U.S.C. 824(a)(3) and 21 CFR 1301.37(b)).
                </P>
                <P>
                    The OSC notified Registrant of his right to file a written request for hearing, and that if he failed to file such a request, he would be deemed to have waived her right to a hearing and be in default. 
                    <E T="03">Id.</E>
                     at 2 (citing 21 CFR 1301.43). Here, Registrant did not request a hearing. RFAA, at 2.
                    <SU>1</SU>
                    <FTREF/>
                     “A default, unless excused, shall be deemed to constitute a waiver of the registrant's/applicant's right to a hearing and an admission of the factual allegations of the [OSC].” 21 CFR 1301.43(e).
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         Based on the Government's submissions in its RFAA dated April 7, 2025, the Agency finds that service of the OSC on Registrant was adequate. The included declaration from a DEA Diversion Investigator (DI) indicates that on February 24, 2025, the DI, an additional DI, and other members of law enforcement attempted to personally serve Registrant with a copy of the OSC at Registrant's last known home address but were unsuccessful. RFAAX 2, at 1. The DI then emailed a copy of the OSC to Registrant's registered email address on February 26, 2025, and received a confirmation message from the Mail Delivery Subsystem that the OSC was relayed to that email address. In sum, the Agency finds that the DI's efforts to serve Registrant by email and other means were “reasonably calculated, under all the circumstances, to apprise [Registrant] of the pendency of the action.” 
                        <E T="03">Jones</E>
                         v. 
                        <E T="03">Flowers,</E>
                         547 U.S. 220, 226 (2006) (quoting 
                        <E T="03">Mullane</E>
                         v. 
                        <E T="03">Central Hanover Bank &amp; Trust Co.,</E>
                         339 U.S. 306, 314 (1950)); 
                        <E T="03">see also Mohammed S. Aljanaby, M.D.,</E>
                         82 FR 34552, 34552 (2017) (finding that service by email satisfies due process where the email is not returned as undeliverable and other methods have been unsuccessful). Therefore, due process notice requirements have been satisfied.
                    </P>
                </FTNT>
                <P>
                    Further, “[i]n the event that a registrant . . . is deemed to be in default . . . DEA may then file a request for final agency action with the Administrator, along with a record to support its request. In such circumstances, the Administrator may enter a default final order pursuant to [21 CFR] 1316.67.” 
                    <E T="03">Id.</E>
                     1301.43(f)(1). Here, the Government has requested final agency action based on Registrant's default pursuant to 21 CFR 1301.43(c), (f), and 1301.46. RFAA, at 1; 
                    <E T="03">see also</E>
                     21 CFR 1316.67.
                </P>
                <HD SOURCE="HD1">Findings of Fact</HD>
                <P>
                    The Agency finds that, in light of Registrant's default, the factual allegations in the OSC are admitted. According to the OSC, on or about February 27, 2024, the New Mexico Medical Board revoked Registrant's New Mexico physician assistant license. RFAAX 1, at 2. According to New Mexico online records, of which the Agency takes official notice, Registrant's New Mexico physician assistant license remains revoked.
                    <SU>2</SU>
                    <FTREF/>
                      
                    <E T="03">https://nmrldlpi.my.site.com/nmmb/s/searchlicense</E>
                     (last visited date of signature of this Order). Accordingly, the Agency finds that Registrant is not licensed to practice as a physician assistant in New Mexico, the state in which he is registered with DEA.
                    <SU>3</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         Under the Administrative Procedure Act, an agency “may take official notice of facts at any stage in a proceeding—even in the final decision.” United States Department of Justice, Attorney General's Manual on the Administrative Procedure Act 80 (1947) (Wm. W. Gaunt &amp; Sons, Inc., Reprint 1979).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         Pursuant to 5 U.S.C. 556(e), “[w]hen an agency decision rests on official notice of a material fact not appearing in the evidence in the record, a party is entitled, on timely request, to an opportunity to show the contrary.” The material fact here is that Registrant, as of the date of this decision, is not licensed to practice as a physician assistant in New Mexico. Accordingly, Registrant may dispute the Agency's finding by filing a properly supported motion for reconsideration of findings of fact within fifteen calendar days of the date of this Order. Any such motion and response shall be filed and served by email to the other party and to the DEA Office of the Administrator, Drug Enforcement Administration at 
                        <E T="03">dea.addo.attorneys@dea.gov.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD1">Discussion</HD>
                <P>
                    Pursuant to 21 U.S.C. 824(a)(3), the Attorney General is authorized to suspend or revoke a registration issued under 21 U.S.C. 823 “upon a finding that the registrant . . . has had his State license or registration suspended . . . [or] revoked . . . by competent State authority and is no longer authorized by State law to engage in the . . . dispensing of controlled substances.” With respect to a practitioner, DEA has also long held that the possession of authority to dispense controlled substances under the laws of the state in which a practitioner engages in professional practice is a fundamental condition for obtaining and maintaining a practitioner's registration. 
                    <E T="03">Gonzales</E>
                     v. 
                    <E T="03">Oregon,</E>
                     546 U.S. 243, 270 (2006) (“The Attorney General can register a physician to dispense controlled substances `if the applicant is authorized to dispense . . . controlled substances under the laws of the State in which he practices.' . . . The very definition of a `practitioner' eligible to prescribe includes physicians `licensed, registered, or otherwise permitted, by the United States or the jurisdiction in which he practices' to dispense controlled substances. § 802(21).”). The Agency has applied these principles consistently. 
                    <E T="03">See, e.g., James L. Hooper, M.D.,</E>
                     76 FR 71371, 71372 (2011), 
                    <E T="03">pet. for rev. denied,</E>
                     481 F. App'x 826 (4th Cir. 2012); 
                    <E T="03">Frederick Marsh Blanton, M.D.,</E>
                     43 FR 27616, 27617 (1978).
                    <SU>4</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         This rule derives from the text of two provisions of the CSA. First, Congress defined the term “practitioner” to mean “a physician . . . or other person licensed, registered, or otherwise permitted, by . . . the jurisdiction in which he practices . . . , to distribute, dispense, . . . [or] administer . . . a controlled substance in the course of professional practice.” 21 U.S.C. 802(21). Second, in setting the requirements for obtaining a practitioner's registration, Congress directed that “[t]he Attorney General shall register practitioners . . . if the applicant is authorized to dispense . . . controlled substances under the laws of the State in which he practices.” 21 U.S.C. 823(g)(1). Because Congress has clearly mandated that a practitioner possess state authority in order to be deemed a practitioner under the CSA, DEA has held repeatedly that revocation of a practitioner's registration is the appropriate sanction whenever he is no longer authorized to dispense controlled substances under the laws of the state in which he practices 
                        <E T="03">See, e.g., James L. Hooper, M.D.,</E>
                         76 FR at 71371-72; 
                        <E T="03">Sheran Arden Yeates, M.D.,</E>
                         71 FR 39130, 39131 (2006); 
                        <E T="03">Dominick A. Ricci, M.D.,</E>
                         58 FR 51104, 51105 (1993); 
                        <E T="03">Bobby Watts, M.D.,</E>
                         53 FR 11919, 11920 (1988); 
                        <E T="03">Frederick Marsh Blanton, M.D.,</E>
                         43 FR at 27617.
                    </P>
                </FTNT>
                <P>
                    According to New Mexico statute, “dispense” means “to deliver a controlled substance to an ultimate user or research subject pursuant to the lawful order of a practitioner, including the administering, prescribing, packaging, labeling or compounding necessary to prepare the controlled substance for that delivery.” N.M. Stat. Ann. § 30-31-2(H) (2024). Further, a “practitioner” means “a physician . . . physician assistant, certified nurse practitioner . . . or other person licensed or certified to prescribe and 
                    <PRTPAGE P="30265"/>
                    administer drugs that are subject to the [New Mexico] Controlled Substances Act.” 
                    <E T="03">Id.</E>
                     § 30-31-2(P). “Physician assistants may prescribe, administer, dispense and distribute dangerous drugs; including Schedule II-V controlled substances, where there is an established physician assistant-patient relationship.” N.M. Admin. Code 16.10.16.8(A) (2024). In this context, the physician assistant must be licensed by the New Mexico Medical Board to practice as such. 
                    <E T="03">Id.</E>
                     §§ 16.10.16.1, 16.10.16.7(E).
                </P>
                <P>Here, the undisputed evidence in the record is that Registrant lacks authority to practice as a physician assistant in New Mexico because his New Mexico physician assistant license has been revoked. As discussed above, an individual must be a licensed practitioner to dispense a controlled substance in New Mexico. Thus, because Registrant lacks authority to practice as a physician assistant in New Mexico and, therefore, is not authorized to dispense controlled substances in New Mexico, Registrant is not eligible to maintain a DEA registration in New Mexico. Accordingly, the Agency will order that Registrant's DEA registration be revoked.</P>
                <HD SOURCE="HD1">Order</HD>
                <P>Pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 824(a), I hereby revoke DEA Certificate of Registration No. MH4317702, issued to John Hanley, P.A. Further, pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 823(g)(1), I hereby deny any pending applications of John Hanley, P.A., to renew or modify this registration, as well as any other pending application of John Hanley, P.A., for additional registration in New Mexico. This Order is effective August 8, 2025.</P>
                <HD SOURCE="HD1">Signing Authority</HD>
                <P>
                    This document of the Drug Enforcement Administration was signed on July 2, 2025, by Acting Administrator Robert J. Murphy. That document with the original signature and date is maintained by DEA. For administrative purposes only, and in compliance with requirements of the Office of the Federal Register, the undersigned DEA Federal Register Liaison Officer has been authorized to sign and submit the document in electronic format for publication, as an official document of DEA. This administrative process in no way alters the legal effect of this document upon publication in the 
                    <E T="04">Federal Register</E>
                    .
                </P>
                <SIG>
                    <NAME>Heather Achbach,</NAME>
                    <TITLE>Federal Register Liaison Officer, Drug Enforcement Administration.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12701 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4410-09-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF JUSTICE</AGENCY>
                <SUBAGY>Drug Enforcement Administration</SUBAGY>
                <DEPDOC>[Docket No. 25-22]</DEPDOC>
                <SUBJECT>Andrew Jones, M.D.; Decision and Order</SUBJECT>
                <P>
                    On December 9, 2024, the Drug Enforcement Administration (DEA or Government) issued an Order to Show Cause (OSC) to Andrew Jones, M.D., of Houston, Texas (Respondent). OSC, at 1, 4. The OSC proposed the revocation of Respondent's DEA Certificate of Registration Nos. FJ3614826 and FJ9984154, alleging that Respondent is “without authority to prescribe, administer, dispense, or otherwise handle controlled substances in the State of Texas, the state in which [he is] registered with DEA.” 
                    <E T="03">Id.</E>
                     at 2 (citing 21 U.S.C. 824(a)(3)).
                </P>
                <P>On January 8, 2025, Respondent filed a request for a hearing and filed a Supplemental Answer to the allegations in the OSC. On January 23, 2025, the Government filed a Motion for Summary Disposition, to which Respondent filed a Notice of Filing of Evidence and Response to the Government's Motion for Summary Disposition on February 5, 2025. On February 11, 2025, Administrative Law Judge Teresa A. Wallbaum (the ALJ) granted the Government's Motion for Summary Disposition and recommended the revocation of Respondent's registrations, finding that because Respondent lacks state authority to handle controlled substances in Texas, the state in which he is registered with DEA, “[t]here is no genuine issue of material fact in this case.” Order Granting the Government's Motion for Summary Disposition, and Recommended Rulings, Findings of Fact, Conclusions of Law, and Decision of the Administrative Law Judge (RD), at 7. Respondent did not file exceptions to the RD.</P>
                <P>Having reviewed the entire record, the Agency adopts and hereby incorporates by reference the entirety of the ALJ's rulings, findings of fact, conclusions of law, and recommended sanction as found in the RD and summarizes and expands upon portions thereof herein.</P>
                <HD SOURCE="HD1">Findings of Fact</HD>
                <P>
                    On or about April 4, 2024, the Texas Medical Board temporarily restricted Respondent's Texas medical license. RD, at 3.
                    <SU>1</SU>
                    <FTREF/>
                     Respondent is restricted from possessing, administering, distributing, or prescribing controlled substances in the State of Texas. 
                    <E T="03">Id.</E>
                     According to Texas online records, of which the Agency takes official notice, Respondent's Texas medical license is active; however, it remains restricted.
                    <SU>2</SU>
                    <FTREF/>
                     Texas Medical Board Healthcare Provider Search, 
                    <E T="03">https://profile.tmb.state.tx.us</E>
                     (last visited date of signature of this Order). Accordingly, the Agency finds that Respondent does not have the state authority to handle controlled substances in Texas, the state in which he is registered with DEA.
                    <SU>3</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         
                        <E T="03">See also</E>
                         Government's Notice of Filing of Evidence and Motion for Summary Disposition, Exhibit 1, at 6.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         Under the Administrative Procedure Act, an agency “may take official notice of facts at any stage in a proceeding—even in the final decision.” United States Department of Justice, Attorney General's Manual on the Administrative Procedure Act 80 (1947) (Wm. W. Gaunt &amp; Sons, Inc., Reprint 1979).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         Pursuant to 5 U.S.C. 556(e), “[w]hen an agency decision rests on official notice of a material fact not appearing in the evidence in the record, a party is entitled, on timely request, to an opportunity to show the contrary.” The material fact here is that Respondent, as of the date of this Order, is not licensed to practice medicine in Texas. Respondent may dispute this fact by filing a properly supported motion for reconsideration of findings of fact within fifteen calendar days of the date of this Order. Any such motion and response shall be filed and served by email to the other party and to Office of the Administrator, Drug Enforcement Administration, at 
                        <E T="03">dea.addo.attorneys@dea.gov.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD1">Discussion</HD>
                <P>
                    Pursuant to 21 U.S.C. 824(a)(3), the Attorney General is authorized to suspend or revoke a registration issued under section 823 of the Controlled Substances Act (CSA) “upon a finding that the registrant . . . has had his State license or registration suspended . . . [or] revoked . . . by competent State authority and is no longer authorized by State law to engage in the . . . dispensing of controlled substances.” With respect to a practitioner, DEA has also long held that the possession of authority to dispense controlled substances under the laws of the state in which a practitioner engages in professional practice is a fundamental condition for obtaining and maintaining a practitioner's registration. 
                    <E T="03">Gonzales</E>
                     v. 
                    <E T="03">Oregon,</E>
                     546 U.S. 243, 270 (2006) (“The Attorney General can register a physician to dispense controlled substances `if the applicant is authorized to dispense . . . controlled substances under the laws of the State in which he practices.' . . . The very 
                    <PRTPAGE P="30266"/>
                    definition of a `practitioner' eligible to prescribe includes physicians `licensed, registered, or otherwise permitted, by the United States or the jurisdiction in which he practices' to dispense controlled substances. § 802(21).”). The Agency has applied these principles consistently. 
                    <E T="03">See, e.g.,</E>
                      
                    <E T="03">James L. Hooper, M.D.,</E>
                     76 FR 71371, 71372 (2011), 
                    <E T="03">pet. for rev. denied,</E>
                     481 F. App'x 826 (4th Cir. 2012); 
                    <E T="03">Frederick Marsh Blanton, M.D.,</E>
                     43 FR 27616, 27617 (1978).
                    <SU>4</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         This rule derives from the text of two provisions of the Controlled Substances Act (CSA). First, Congress defined the term “practitioner” to mean “a physician . . . or other person licensed, registered, or otherwise permitted, by . . . the jurisdiction in which he practices . . . , to distribute, dispense, . . . [or] administer . . . a controlled substance in the course of professional practice.” 21 U.S.C. 802(21). Second, in setting the requirements for obtaining a practitioner's registration, Congress directed that “[t]he Attorney General shall register practitioners . . . if the applicant is authorized to dispense . . . controlled substances under the laws of the State in which he practices.” 21 U.S.C. 823(g)(1). Because Congress has clearly mandated that a practitioner possess state authority in order to be deemed a practitioner under the CSA, DEA has held repeatedly that revocation of a practitioner's registration is the appropriate sanction whenever he is no longer authorized to dispense controlled substances under the laws of the state in which he practices. 
                        <E T="03">See, e.g., James L. Hooper, M.D.,</E>
                         76 FR at 71371-72; 
                        <E T="03">Sheran Arden Yeates, M.D.,</E>
                         71 FR 39130, 39131 (2006); 
                        <E T="03">Dominick A. Ricci, M.D.,</E>
                         58 FR 51104, 51105 (1993); 
                        <E T="03">Bobby Watts, M.D.,</E>
                         53 FR 11919, 11920 (1988); 
                        <E T="03">Frederick Marsh Blanton, M.D.,</E>
                         43 FR at 27617.
                    </P>
                </FTNT>
                <P>
                    According to Texas statute, “dispense” means “the delivery of a controlled substance in the course of professional practice or research, by a practitioner or person acting under the lawful order of a practitioner, to an ultimate user or research subject. The term includes the prescribing, administering, packaging, labeling, or compounding necessary to prepare the substance for delivery.” Tex. Health &amp; Safety Code Ann. § 481.002(12) (West 2025). Further, a “practitioner” includes “a physician . . . or other person licensed, registered, or otherwise permitted to distribute, dispense, analyze, conduct research with respect to, or administer a controlled substance in the course of professional practice or research in this state.” 
                    <E T="03">Id.</E>
                     at § 481.002(39)(A).
                </P>
                <P>Here, the undisputed evidence in the record is that Respondent lacks authority to handle controlled substances in Texas. As discussed above, an individual must be a licensed practitioner to dispense a controlled substance in Texas. Thus, because Respondent has no state authority to handle controlled substances in Texas, Respondent is not eligible to maintain a DEA registration in Texas. RD, at 8. Accordingly, the Agency will order that Respondent's DEA registrations be revoked.</P>
                <HD SOURCE="HD1">Order</HD>
                <P>Pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 824(a), I hereby revoke DEA Certificate of Registration Nos. FJ3614826 and FJ9984154 issued to Andrew Jones, M.D. Further, pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 823(g)(1), I hereby deny any pending applications of Andrew Jones, M.D., to renew or modify these registrations, as well as any other pending application of Andrew Jones, M.D., for additional registration in Texas. This Order is effective August 8, 2025.</P>
                <HD SOURCE="HD1">Signing Authority</HD>
                <P>
                    This document of the Drug Enforcement Administration was signed on July 1, 2025, by Acting Administrator Robert J. Murphy. That document with the original signature and date is maintained by DEA. For administrative purposes only, and in compliance with requirements of the Office of the Federal Register, the undersigned DEA Federal Register Liaison Officer has been authorized to sign and submit the document in electronic format for publication, as an official document of DEA. This administrative process in no way alters the legal effect of this document upon publication in the 
                    <E T="04">Federal Register</E>
                    .
                </P>
                <SIG>
                    <NAME>Heather Achbach,</NAME>
                    <TITLE>Federal Register Liaison Officer, Drug Enforcement Administration.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12702 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4410-09-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF JUSTICE</AGENCY>
                <SUBAGY>Drug Enforcement Administration</SUBAGY>
                <SUBJECT>Hayriye Gok, M.D.; Decision and Order</SUBJECT>
                <P>
                    On February 20, 2025, the Drug Enforcement Administration (DEA or Government) issued an Order to Show Cause (OSC) to Hayriye Gok, M.D., of Philadelphia, Pennsylvania (Registrant). Request for Final Agency Action (RFAA), Exhibit (RFAAX) 1, at 1, 4. The OSC proposed the revocation of Registrant's Certificate of Registration (COR) No. FG3991115, alleging that Registrant is “currently without authority to . . . handle controlled substances in the Commonwealth of Pennsylvania, the state in which [she is] registered with DEA.” 
                    <E T="03">Id.</E>
                     at 2 (citing 21 U.S.C. 824(a)(3)).
                </P>
                <P>
                    The OSC notified Registrant of her right to file a written request for hearing, and that if she failed to file such a request, she would be deemed to have waived her right to a hearing and be in default. 
                    <E T="03">Id.</E>
                     at 2-3 (citing 21 CFR 1301.43). Here, Registrant did not request a hearing. RFAA, at 4.
                    <SU>1</SU>
                    <FTREF/>
                     “A default, unless excused, shall be deemed to constitute a waiver of the registrant's/applicant's right to a hearing and an admission of the factual allegations of the [OSC].” 21 CFR 1301.43(e).
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         Based on the Government's submissions in its RFAA dated April 3, 2025, the Agency finds that service of the OSC on Registrant was adequate. The included declaration from a DEA Diversion Investigator (DI) indicates that on February 20, 2025, DI attempted to serve Registrant the OSC at her DEA registered address and to contact her using her DEA registered telephone number, but both attempts were unsuccessful. RFAAX 2, at 1. Later that same day, DI successfully served Registrant the OSC via her DEA registered email address. 
                        <E T="03">Id.</E>
                         at 1-2. Registrant responded to DI's email, confirming receipt and stating that she “read the [OSC],” but she did not request a hearing in her responses. 
                        <E T="03">Id.</E>
                         Accordingly, the Agency finds that the Government's service of the OSC on Registrant was adequate. 
                        <E T="03">See Mohammed S. Aljanaby, M.D.,</E>
                         82 FR 34552, 34552 (2017) (finding that service by email satisfies due process where the email is not returned as undeliverable and other methods have been unsuccessful); 
                        <E T="03">Emilio Luna, M.D.,</E>
                         77 FR 4829, 4830 (2012) (same).
                    </P>
                </FTNT>
                <P>
                    Further, “[i]n the event that a registrant . . . is deemed to be in default . . . DEA may then file a request for final agency action with the Administrator, along with a record to support its request. In such circumstances, the Administrator may enter a default final order pursuant to [21 CFR] 1316.67.” 
                    <E T="03">Id.</E>
                     at 1301.43(f)(1). Here, the Government has requested final agency action based on Registrant's default pursuant to 21 CFR 1301.43(c) and (f), 1301.46. RFAA, at 1; 
                    <E T="03">see also</E>
                     21 CFR 1316.67.
                </P>
                <HD SOURCE="HD1">Findings of Fact</HD>
                <P>
                    The Agency finds that, in light of Registrant's default, the factual allegations in the OSC are deemed admitted. According to the OSC, Registrant's Pennsylvania medical license was temporarily suspended by the Pennsylvania State Board of Medicine (Board) on November 21, 2024. RFAAX 1, at 2; 
                    <E T="03">see also</E>
                     RFAAX 3.
                    <SU>2</SU>
                    <FTREF/>
                     According to Pennsylvania online records, of which the Agency takes 
                    <PRTPAGE P="30267"/>
                    official notice,
                    <SU>3</SU>
                    <FTREF/>
                     Registrant's Pennsylvania medical license has a status of “Suspension.” Pennsylvania BPOA License Search, 
                    <E T="03">https://www.pals.pa.gov/#!/page/search</E>
                     (last visited date of signature of this Order). Accordingly, the Agency finds that Registrant is not licensed to practice medicine in Pennsylvania, the state in which she is registered with DEA.
                    <SU>4</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         Although not required, the Government also submitted the Board's Memorandum Order, which indefinitely suspended Registrant's state medical license on February 25, 2025. RFAA, at 4; 
                        <E T="03">see also</E>
                         RFAAX 4. While this submission cannot be admitted by default because it was not originally included in the OSC, the Agency does take notice of the development and its inclusion in the RFAA. 
                        <E T="03">See Victor Augusto Silva, M.D.,</E>
                         90 FR 16002, 16002 n.4 (2025) (finding that “a registrant's deemed admission of the factual allegations based on a default applies to the facts in the OSC only”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         Under the Administrative Procedure Act, an agency “may take official notice of facts at any stage in a proceeding—even in the final decision.” United States Department of Justice, Attorney General's Manual on the Administrative Procedure Act 80 (1947) (Wm. W. Gaunt &amp; Sons, Inc., Reprint 1979).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         Pursuant to 5 U.S.C. 556(e), “[w]hen an agency decision rests on official notice of a material fact not appearing in the evidence in the record, a party is entitled, on timely request, to an opportunity to show the contrary.” The material fact here is that Registrant, as of the date of this Order, is not licensed to practice medicine in Pennsylvania. Accordingly, Registrant may dispute the Agency's finding by filing a properly supported motion for reconsideration of findings of fact within fifteen calendar days of the date of this Order. Any such motion and response shall be filed and served by email to the other party and to the DEA Office of the Administrator, Drug Enforcement Administration, at 
                        <E T="03">dea.addo.attorneys@dea.gov.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD1">Discussion</HD>
                <P>
                    Pursuant to 21 U.S.C. 824(a)(3), the Attorney General may suspend or revoke a registration issued under 21 U.S.C. 823 “upon a finding that the registrant . . . has had [her] State license or registration suspended . . . [or] revoked . . . by competent State authority and is no longer authorized by State law to engage in the . . . dispensing of controlled substances.” With respect to a practitioner, DEA has also long held that the possession of authority to dispense controlled substances under the laws of the state in which a practitioner engages in professional practice is a fundamental condition for obtaining and maintaining a practitioner's registration. 
                    <E T="03">Gonzales</E>
                     v. 
                    <E T="03">Oregon,</E>
                     546 U.S. 243, 270 (2006) (“The Attorney General can register a physician to dispense controlled substances `if the applicant is authorized to dispense . . . controlled substances under the laws of the State in which he practices.' . . . The very definition of a `practitioner' eligible to prescribe includes physicians `licensed, registered, or otherwise permitted, by the United States or the jurisdiction in which he practices' to dispense controlled substances. § 802(21)”). The Agency has applied these principles consistently. 
                    <E T="03">See, e.g., James L. Hooper, M.D.,</E>
                     76 FR 71371, 71372 (2011), 
                    <E T="03">pet. for rev. denied,</E>
                     481 F. App'x 826 (4th Cir. 2012); 
                    <E T="03">Frederick Marsh Blanton, M.D.,</E>
                     43 FR 27616, 27617 (1978).
                    <SU>5</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         This rule derives from the text of two provisions of the Controlled Substances Act (CSA). First, Congress defined the term “practitioner” to mean “a physician . . . or other person licensed, registered, or otherwise permitted, by . . . the jurisdiction in which he practices . . . , to distribute, dispense, . . . [or] administer . . . a controlled substance in the course of professional practice.” 21 U.S.C. 802(21). Second, in setting the requirements for obtaining a practitioner's registration, Congress directed that “[t]he Attorney General shall register practitioners . . . if the applicant is authorized to dispense . . . controlled substances under the laws of the State in which he practices.” 21 U.S.C. 823(g)(1). Because Congress has clearly mandated that a practitioner possess state authority in order to be deemed a practitioner under the CSA, DEA has held repeatedly that revocation of a practitioner's registration is the appropriate sanction whenever he or she is no longer authorized to dispense controlled substances under the laws of the state in which he or she practices. 
                        <E T="03">See, e.g., James L. Hooper, M.D.,</E>
                         76 FR at 71371-72; 
                        <E T="03">Sheran Arden Yeates, M.D.,</E>
                         71 FR 39130, 39131 (2006); 
                        <E T="03">Dominick A. Ricci, M.D.,</E>
                         58 FR 51104, 51105 (1993); 
                        <E T="03">Bobby Watts, M.D.,</E>
                         53 FR 11919, 11920 (1988); 
                        <E T="03">Frederick Marsh Blanton, M.D.,</E>
                         43 FR at 27617.
                    </P>
                </FTNT>
                <P>
                    According to Pennsylvania statute, “dispense” means “to deliver a controlled substance, other drug or device to an ultimate user or research subject by or pursuant to the lawful order of a practitioner, including the prescribing, administering, packaging, labeling, or compounding necessary to prepare such item for that delivery.” 35 Pa. Stat. § 780-102(b) (West 2025). Further, a “practitioner” means “a physician . . . or other person licensed, registered or otherwise permitted to distribute, dispense, conduct research with respect to or to administer a controlled substance, other drug or device in the course of professional practice or research in the Commonwealth of Pennsylvania.” 
                    <E T="03">Id.</E>
                </P>
                <P>Here, the undisputed evidence in the record is that Registrant is not a currently licensed practitioner in Pennsylvania. As discussed above, a physician must be a licensed practitioner to dispense a controlled substance in Pennsylvania. Thus, because Registrant currently lacks authority to practice medicine in Pennsylvania and, therefore, is not currently authorized to handle controlled substances in Pennsylvania, Registrant is not eligible to maintain a DEA registration in Pennsylvania. Accordingly, the Agency will order that Registrant's DEA registration be revoked.</P>
                <HD SOURCE="HD1">Order</HD>
                <P>Pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 824(a), I hereby revoke DEA Certificate of Registration No. FG3991115 issued to Hayriye Gok, M.D. Further, pursuant to 28 CFR 0.100(b) and the authority vested in me by 21 U.S.C. 823(g)(1), I hereby deny any pending applications of Hayriye Gok, M.D., to renew or modify this registration, as well as any other pending application of Hayriye Gok, M.D., for additional registration in Pennsylvania.</P>
                <P>This Order is effective August 8, 2025.</P>
                <HD SOURCE="HD1">Signing Authority</HD>
                <P>
                    This document of the Drug Enforcement Administration was signed on July 1, 2025, by Acting Administrator Robert J. Murphy. That document with the original signature and date is maintained by DEA. For administrative purposes only, and in compliance with requirements of the Office of the Federal Register, the undersigned DEA Federal Register  Liaison Officer has been authorized to sign and submit the document in electronic format for publication, as an official document of DEA. This administrative process in no way alters the legal effect of this document upon publication in the 
                    <E T="04">Federal Register</E>
                    .
                </P>
                <SIG>
                    <NAME>Heather Achbach,</NAME>
                    <TITLE>Federal Register Liaison Officer, Drug Enforcement Administration.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12703 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4410-09-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF JUSTICE</AGENCY>
                <SUBJECT>Notice of Lodging of Proposed Consent Decree Under the Clean Air Act</SUBJECT>
                <P>
                    On July 2, 2025, the Department of Justice lodged a proposed Consent Decree with the United States District Court for the Northern District of Illinois in the lawsuit entitled 
                    <E T="03">United States</E>
                     v. 
                    <E T="03">Trialco Aluminum, LLC,</E>
                     Civil Action No. 1:25-cv-07461.
                </P>
                <P>
                    The proposed Consent Decree resolves claims against Trialco Aluminum, LLC (“Trialco”) related to emissions of hazardous air pollutants from its aluminum production facility located in Chicago Heights, Illinois. The Complaint filed in this matter seeks injunctive relief and civil penalties pursuant to Section 113(b) of the Clean Air Act (CAA), 42 U.S.C. 7413(b), for violation of (1) the National Emission Standards for Hazardous Pollutants (NESHAP) pertaining to secondary aluminum production facilities, 40 CFR part 63, subpart RRR; and (2) Trialco's Federally Enforceable State Operating Permit (FESOP) for its Chicago Heights facility. Under the proposed Consent Decree, Trialco will pay a $1 million civil penalty; perform an updated assessment of its capture and collection 
                    <PRTPAGE P="30268"/>
                    system; adopt and implement a new Operation, Maintenance, and Monitoring (OM&amp;M) plan; and apply for a new FESOP with revised operating limits.
                </P>
                <P>
                    The publication of this notice opens a period for public comment on the Consent Decree. Comments should be addressed to the Assistant Attorney General, Environment and Natural Resources Division, and should refer to 
                    <E T="03">United States</E>
                     v. 
                    <E T="03">Trialco Aluminum, LLC,</E>
                     D.J. Ref. No. 90-5-2-1-12888. All comments must be submitted no later than 30 days after the publication date of this notice. Comments may be submitted either by email or by mail:
                </P>
                <GPOTABLE COLS="2" OPTS="L2,tp0,i1" CDEF="xs50,r50">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1" O="L">
                            <E T="03">To submit comments:</E>
                        </CHED>
                        <CHED H="1" O="L">
                            <E T="03">Send them to:</E>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">By email</ENT>
                        <ENT>
                            <E T="03">pubcomment-ees.enrd@usdoj.gov</E>
                            .
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">By mail</ENT>
                        <ENT>Assistant Attorney General, U.S. DOJ—ENRD, P.O. Box 7611, Washington, DC 20044-7611.</ENT>
                    </ROW>
                </GPOTABLE>
                <P>Any comments submitted in writing [or at a public meeting] may be filed in whole or in part on the public court docket without notice to the commenter.</P>
                <P>
                    During the public comment period, the Consent Decree may be examined and downloaded at this Justice Department website: 
                    <E T="03">http://www.justice.gov/enrd/consent-decrees.</E>
                     If you require assistance accessing the Consent Decree, you may request assistance by email or by mail to the addresses provided above for submitting comments.
                </P>
                <SIG>
                    <NAME>Laura Thoms,</NAME>
                    <TITLE>Assistant Section Chief, Environmental Enforcement Section, Environment and Natural Resources Division.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12770 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4410-15-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF LABOR</AGENCY>
                <SUBAGY>Occupational Safety and Health Administration</SUBAGY>
                <DEPDOC>[Docket No. OSHA-2012-0034]</DEPDOC>
                <SUBJECT>Hexavalent Chromium Standards for General Industry, Shipyard Employment, and Construction; Extension of the Office of Management and Budget's (OMB) Approval of Information Collection (Paperwork) Requirements</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Occupational Safety and Health Administration (OSHA), Labor.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Request for public comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>OSHA solicits public comments concerning the proposal to extend the Office of Management and Budget's (OMB) approval of the information collection requirements specified in the Hexavalent Chromium Standards for General Industry, Shipyard Employment, and Construction.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments must be submitted (postmarked, sent, or received) by September 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P/>
                    <P>
                        <E T="03">Electronically:</E>
                         You may submit comments and attachments electronically at 
                        <E T="03">https://www.regulations.gov,</E>
                         which is the Federal eRulemaking Portal. Follow the instructions online for submitting comments.
                    </P>
                    <P>
                        <E T="03">Docket:</E>
                         To read or download comments or other material in the docket, go to 
                        <E T="03">https://www.regulations.gov.</E>
                         Documents in the docket are listed in the 
                        <E T="03">https://www.regulations.gov</E>
                         index; however, some information (
                        <E T="03">e.g.,</E>
                         copyrighted material) is not publicly available to read or download through the websites. All submissions, including copyrighted material, are available for inspection through the OSHA Docket Office. Contact the OSHA Docket Office at (202) 693-2350 (TTY (877) 889-5627) for assistance in locating docket submissions.
                    </P>
                    <P>
                        <E T="03">Instructions:</E>
                         All submissions must include the agency name and OSHA docket number (OSHA-2012-0034) for the Information Collection Request (ICR). OSHA will place all comments, including any personal information, in the public docket, which may be made available online. Therefore, OSHA cautions interested parties about submitting personal information such as social security numbers and birthdates.
                    </P>
                    <P>
                        For further information on submitting comments, see the “Public Participation” heading in the section of this notice titled 
                        <E T="02">SUPPLEMENTARY INFORMATION</E>
                        .
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Belinda Cannon, Directorate of Standards and Guidance, OSHA, US Department of Labor; telephone (202) 693-2222.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">I. Background</HD>
                <P>
                    The Department of Labor, as part of the continuing effort to reduce paperwork and respondent (
                    <E T="03">i.e.,</E>
                     employer) burden, conducts a preclearance consultation program to provide the public with an opportunity to comment on proposed and continuing information collection requirements in accordance with the Paperwork Reduction Act of 1995 (PRA) (44 U.S.C. 3506(c)(2)(A)). This program ensures that information is in the desired format, reporting burden (time and costs) is minimal, the collection instruments are clearly understood, and OSHA's estimate of the information collection burden is accurate. The Occupational Safety and Health Act of 1970 (OSH Act) (29 U.S.C. 651 
                    <E T="03">et seq.</E>
                    ) authorizes information collection by employers as necessary or appropriate for enforcement of the OSH Act or for developing information regarding the causes and prevention of occupational injuries, illnesses, and accidents (29 U.S.C. 657). The OSH Act also requires that OSHA obtain such information with minimum burden upon employers, especially those operating small businesses, and to reduce to the maximum extent feasible unnecessary duplication of effort in obtaining information (29 U.S.C. 657).
                </P>
                <P>The following sections describe who uses the information collected under each requirement, as well as how they use it. The purpose of these requirements is to help protect workers from the adverse effects that may result from occupational exposure to hexavalent chromium. The information collection requirements contained in the standard include conducting worker exposure monitoring, notifying workers of their chromium exposures, implementing medical surveillance of workers, providing examining physicians with specific information, implementing a respiratory protection program, notifying laundry personnel of chromium hazards, and maintaining workers' exposure monitoring and medical surveillance records for specific periods.</P>
                <HD SOURCE="HD1">II. Special Issues for Comment</HD>
                <P>OSHA has a particular interest in comments on the following issues:</P>
                <P>• Whether the proposed information collection requirements are necessary for the proper performance of the agency's functions to protect workers, including whether the information is useful;</P>
                <P>• The accuracy of OSHA's estimate of the burden (time and costs) of the information collection requirements, including the validity of the methodology and assumptions used;</P>
                <P>• The quality, utility, and clarity of the information collected; and</P>
                <P>
                    • Ways to minimize the burden on employers who must comply; for example, by using automated or other technological information, and transmission techniques.
                    <PRTPAGE P="30269"/>
                </P>
                <HD SOURCE="HD1">III. Proposed Actions</HD>
                <P>OSHA is requesting that OMB extend the approval of the information collection requirements contained in the Hexavalent Chromium Standards for General Industry, Shipyard Employment, and Construction. The agency is requesting an adjustment increase of 77,392 burden hours, from 429,293 to 506,685 burden hours. The increase is due to an overall increase in the number of establishments covered in the specific industry sectors. In addition, there is an estimated increase of $11,030,525 in operation and maintenance costs from $43,439,901 to $54,470,426. The increase in these costs was due to higher medical costs.</P>
                <P>OSHA will summarize the comments submitted in response to this notice and will include this summary in the request to OMB to extend the approval of the information collection requirements.</P>
                <P>
                    <E T="03">Type of Review:</E>
                     Extension of a currently approved collection.
                </P>
                <P>
                    <E T="03">Title:</E>
                     Hexavalent Chromium Standards for General Industry, Shipyard Employment, and Construction.
                </P>
                <P>
                    <E T="03">OMB Control Number:</E>
                     1218-0252.
                </P>
                <P>
                    <E T="03">Affected Public:</E>
                     Business or other for-profits.
                </P>
                <P>
                    <E T="03">Number of Respondents:</E>
                     83,780.
                </P>
                <P>
                    <E T="03">Number of Responses:</E>
                     1,052,617.
                </P>
                <P>
                    <E T="03">Frequency of Responses:</E>
                     On occasion.
                </P>
                <P>
                    <E T="03">Average Time per Response:</E>
                     Varies.
                </P>
                <P>
                    <E T="03">Estimated Total Burden Hours:</E>
                     506,685.
                </P>
                <P>
                    <E T="03">Estimated Cost (Operation and Maintenance):</E>
                     $54,470,426.
                </P>
                <HD SOURCE="HD1">IV. Public Participation—Submission of Comments on This Notice and Internet Access to Comments and Submissions</HD>
                <P>
                    You may submit comments in response to this document as follows: (1) electronically at 
                    <E T="03">https://www.regulations.gov,</E>
                     which is the Federal eRulemaking Portal; or (2) by facsimile (fax), if your comments, including attachments, are not longer than 10 pages you may fax them to the OSHA Docket Office at (202) 693-1648. All comments, attachments, and other material must identify the agency name and the OSHA docket number for the ICR (Docket No. OSHA-2012-0034). You may supplement electronic submission by uploading document files electronically.
                </P>
                <P>
                    Comments and submissions are posted without change at 
                    <E T="03">https://www.regulations.gov.</E>
                     Therefore, OSHA cautions commenters about submitting personal information such as social security numbers and dates of birth. Although all submissions are listed in the 
                    <E T="03">https://www.regulations.gov</E>
                     index, some information (
                    <E T="03">e.g.,</E>
                     copyrighted material) is not publicly available to read or download from this website. All submission, including copyrighted material, are available for inspection and copying at the OSHA Docket Office. Information on using the 
                    <E T="03">https://www.regulations.gov</E>
                     website to submit comments and access the docket is available at the website's “User Tips” link. Contact the OSHA Docket Office at (202) 693-2350, (TTY (877) 889-5627) for information about materials not available from the website, and for assistance in using the internet to locate docket submissions.
                </P>
                <HD SOURCE="HD1">V. Authority and Signature</HD>
                <P>
                    Amanda Laihow, Acting Assistant Secretary of Labor for Occupational Safety and Health, directed the preparation of this notice. The authority for this notice is the Paperwork Reduction Act of 1995 (44 U.S.C. 3506 
                    <E T="03">et seq.</E>
                    ) and Secretary of Labor's Order No. 8-2020 (85 FR 58393).
                </P>
                <SIG>
                    <DATED>Signed at Washington, DC, on June 24, 2025.</DATED>
                    <NAME>Amanda Laihow,</NAME>
                    <TITLE>Acting Assistant Secretary of Labor for Occupational Safety and Health.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12777 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4510-26-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF LABOR</AGENCY>
                <SUBAGY>Occupational Safety and Health Administration</SUBAGY>
                <DEPDOC>[Docket No. OSHA-2007-0043]</DEPDOC>
                <SUBJECT>TUV SUD America, Inc.: Application for Expansion of Recognition and Proposed Modification to the NRTL Program's List of Appropriate Test Standards</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Occupational Safety and Health Administration (OSHA), Labor.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>In this notice, OSHA announces the application of TUV SUD America, Inc. (TUVAM), for expansion of the scope of recognition as a Nationally Recognized Testing Laboratory (NRTL) and presents the agency's preliminary finding to grant the application. Additionally, OSHA proposes to add two test standards to the NRTL Program's List of Appropriate Test Standards.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Submit comments, information, and documents in response to this notice, or requests for an extension of time to make a submission, on or before July 24, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>Comments may be submitted as follows:</P>
                    <P>
                        <E T="03">Electronically:</E>
                         You may submit comments, including attachments, electronically at 
                        <E T="03">http://www.regulations.gov,</E>
                         the Federal eRulemaking Portal. Follow the online instructions for submitting comments.
                    </P>
                    <P>
                        <E T="03">Instructions:</E>
                         All submissions must include the agency's name and the docket number for this rulemaking (Docket No. OSHA-2007-0043). All comments, including any personal information you provide, are placed in the public docket without change and may be made available online at 
                        <E T="03">https://www.regulations.gov.</E>
                         Therefore, OSHA cautions commenters about submitting information they do not want made available to the public, or submitting materials that contain personal information (either about themselves or others), such as Social Security numbers and birthdates.
                    </P>
                    <P>
                        <E T="03">Docket:</E>
                         To read or download comments or other material in the docket, go to 
                        <E T="03">http://www.regulations.gov.</E>
                         Documents in the docket (including this 
                        <E T="04">Federal Register</E>
                         notice) are listed in the 
                        <E T="03">http://www.regulations.gov</E>
                         index; however, some information (
                        <E T="03">e.g.,</E>
                         copyrighted material) is not publicly available to read or download through the website. All submissions, including copyrighted material, are available for inspection through the OSHA Docket Office. Contact the OSHA Docket Office at (202) 693-2350 (TTY (877) 889-5627) for assistance in locating docket submissions.
                    </P>
                    <P>
                        <E T="03">Extension of comment period:</E>
                         Submit requests for an extension of the comment period on or before July 24, 2025 to the Office of Technical Programs and Coordination Activities, Directorate of Technical Support and Emergency Management, Occupational Safety and Health Administration, U.S. Department of Labor, 200 Constitution Avenue NW, Room N-3653, Washington, DC 20210, or by fax to (202) 693-1644.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Information regarding this notice is available from the following sources:</P>
                    <P>
                        <E T="03">Press inquiries:</E>
                         Contact Mr. Frank Meilinger, Director, OSHA Office of Communications, U.S. Department of Labor by phone: (202) 693-1999 or email: 
                        <E T="03">meilinger.francis2@dol.gov.</E>
                    </P>
                    <P>
                        <E T="03">General and technical information:</E>
                         Contact Mr. Kevin Robinson, Director, Office of Technical Programs and Coordination Activities, Directorate of Technical Support and Emergency Management, Occupational Safety and Health Administration, U.S. Department 
                        <PRTPAGE P="30270"/>
                        of Labor by phone: (202) 693-1911 or email: 
                        <E T="03">robinson.kevin@dol.gov.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">I. Notice of the Application for Expansion</HD>
                <P>OSHA is providing notice that TUV SUD America, Inc. (TUVAM) is applying for expansion of the current recognition as a NRTL. TUVAM requests the addition of five test standards to the NRTL scope of recognition.</P>
                <P>OSHA recognition of a NRTL signifies that the organization meets the requirements specified in 29 CFR 1910.7. Recognition is an acknowledgment that the organization can perform independent safety testing and certification of the specific products covered within its scope of recognition. Each NRTL's scope of recognition includes (1) the type of products the NRTL may test, with each type specified by its applicable test standard; and (2) the recognized site(s) that has/have the technical capability to perform the product-testing and product-certification activities for test standards within the NRTL's scope. Recognition is not a delegation or grant of government authority; however, recognition enables employers to use products approved by the NRTL to meet OSHA standards that require product testing and certification.</P>
                <P>
                    The agency processes an application by a NRTL for initial recognition and for an expansion or renewal of this recognition, following requirements in Appendix A, 29 CFR 1910.7. This appendix requires that the agency publish two notices in the 
                    <E T="04">Federal Register</E>
                     in processing an application. In the first notice, OSHA announces the application and provides its preliminary finding. In the second notice, the agency provides the final decision on the application. These notices set forth the NRTL's scope of recognition or modifications of that scope. OSHA maintains an informational web page for each NRTL, including TUVAM, which details the NRTL's scope of recognition. These pages are available from the OSHA website at: 
                    <E T="03">https://www.osha.gov/nationally-recognized-testing-laboratory-program.</E>
                </P>
                <HD SOURCE="HD1">II. General Background on the Application</HD>
                <P>TUVAM submitted an application to OSHA for expansion of the NRTL scope of recognition on March 22, 2022 (OSHA-2007-0043-0066), requesting the expansion of the NRTL scope of recognition to include five additional test standards. OSHA did not perform any on-site reviews with respect to this application.</P>
                <P>Table 1 below lists the appropriate test standards found in TUVAM's application for expansion for testing and certification of products under the NRTL Program.</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,i1" CDEF="s50,r200">
                    <TTITLE>Table 1—Proposed List of Appropriate Test Standards for Inclusion in TUVAM's NRTL Scope of Recognition</TTITLE>
                    <BOXHD>
                        <CHED H="1">Test standard</CHED>
                        <CHED H="1">Test standard title</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">UL 991</ENT>
                        <ENT>Tests for Safety-Related Controls Employing Solid-State Devices.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">UL 60335-2-40</ENT>
                        <ENT>Household And Similar Electrical Appliances-Safety-Part 2-40: Particular Requirements for Electrical Heat Pumps, Air-Conditioners and Dehumidifiers.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">*UL 60035-2-67</ENT>
                        <ENT>Household and Similar Electrical Appliances-Safety-Part 2-67: Particular Requirements for Floor Treatment Machines, for Commercial Use.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">*UL 60335-2-68</ENT>
                        <ENT>Household and Similar Electrical Appliances-Safety-Part 2-68: Particular Requirements for Spray Extraction Machines, for Commercial Use.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">UL 60335-2-72</ENT>
                        <ENT>Household and Similar Electrical Appliances-Safety-Part 2-72: Particular Requirements for Floor Treatment Machines With or Without Traction Drive, for Commercial Use.</ENT>
                    </ROW>
                    <TNOTE>*In this notice, OSHA also proposes to add this test standard to the NRTL Program's List of Appropriate Test Standards</TNOTE>
                </GPOTABLE>
                <HD SOURCE="HD1">III. Proposal to Add New Test Standards to the NRTL Program's List of Appropriate Test Standards</HD>
                <P>Periodically, OSHA will propose to add new test standards to the NRTL list of appropriate test standards following an evaluation of the test standard document. To qualify as an appropriate test standard, the agency evaluates the document to: (1) verify it represents a product category for which OSHA requires certification by a NRTL; (2) verify the document represents a product and not a component; and (3) verify the document defines safety test specifications (not installation or operational performance specifications). OSHA becomes aware of new test standards through various avenues. For example, OSHA may become aware of new test standards by: (1) monitoring notifications issued by certain Standards Development Organizations; (2) reviewing applications by NRTLs or applicants seeking recognition to include new test standards in their scopes of recognition; and (3) obtaining notification from manufacturers, manufacturing organizations, government agencies, or other parties. OSHA may determine to include a new test standard in the list, for example, if the test standard is for a particular type of product that another test standard also covers or it covers a type of product that no standard previously covered.</P>
                <P>In this notice, OSHA proposes adding two new test standards to the NRTL Program's list of appropriate test standards. Table 2, below, lists the test standards that are new to the NRTL Program. OSHA preliminarily determines that these test standards are appropriate test standards. OSHA seeks public comment on this preliminary determination.</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,i1" CDEF="s50,r200">
                    <TTITLE>Table 2—Standards OSHA Is Proposing To Add to the NRTL Program's List of Appropriate Test Standards</TTITLE>
                    <BOXHD>
                        <CHED H="1">Test standard</CHED>
                        <CHED H="1">Test standard title</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">UL 60035-2-67</ENT>
                        <ENT>Household and Similar Electrical Appliances-Safety-Part 2-67: Particular Requirements for Floor Treatment Machines, for Commercial Use.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">UL 60335-2-68</ENT>
                        <ENT>Household and Similar Electrical Appliances-Safety-Part 2-68: Particular Requirements for Spray Extraction Machines, for Commercial Use.</ENT>
                    </ROW>
                </GPOTABLE>
                <PRTPAGE P="30271"/>
                <HD SOURCE="HD1">IV. Preliminary Findings on the Application</HD>
                <P>TUVAM submitted an acceptable application for expansion of the NRTL scope of recognition. OSHA's review of the application file, and pertinent documentation, indicate that TUVAM can meet the requirements prescribed by 29 CFR 1910.7 for expanding their recognition to include the addition of five additional testing standards for NRTL testing and certification. This preliminary finding does not constitute an interim or temporary approval of TUVAM's application. OSHA seeks comment on this preliminary determination.</P>
                <HD SOURCE="HD1">V. Public Participation</HD>
                <P>OSHA welcomes public comment as to whether TUVAM meets the requirements of 29 CFR 1910.7 for expansion of recognition as a NRTL, and whether OSHA should add the two test standards specified above to the NRTL Program's list of appropriate test standards. Comments should consist of pertinent written documents and exhibits.</P>
                <P>Commenters needing more time to comment must submit a request in writing, stating the reasons for the request by the due date for comments. OSHA will limit any extension to 10 days unless the requester justifies a longer time period. OSHA may deny a request for an extension if it is not adequately justified.</P>
                <P>
                    To review copies of the exhibits identified in this notice, as well as comments submitted to the docket, contact the Docket Office, Occupational Safety and Health Administration, U.S. Department of Labor. These materials also are generally available online at 
                    <E T="03">https://www.regulations.gov</E>
                     under Docket No. OSHA-2007-0043 (for further information, see the “
                    <E T="03">Docket”</E>
                     heading in the section of this notice titled 
                    <E T="02">ADDRESSES</E>
                    ).
                </P>
                <P>OSHA staff will review all comments to the docket submitted in a timely manner. After addressing the issues raised by these comments, staff will make a recommendation to the Assistant Secretary of Labor for Occupational Safety and Health on whether to grant TUVAM's application for expansion of the scope of recognition. The Assistant Secretary will make the final decision on granting the application. In making this decision, the Assistant Secretary may undertake other proceedings prescribed in Appendix A to 29 CFR 1910.7.</P>
                <P>
                    OSHA will publish a public notice of the final decision in the 
                    <E T="04">Federal Register</E>
                    .
                </P>
                <HD SOURCE="HD1">V. Authority and Signature</HD>
                <P>Amanda Laihow, Acting Assistant Secretary of Labor for Occupational Safety and Health, 200 Constitution Avenue NW, Washington, DC 20210, authorized the preparation of this notice. Accordingly, the agency is issuing this notice pursuant to Section 29 U.S.C. 657(g)(2), Secretary of Labor's Order No. 8-2020 (85 FR 58393; Sept. 18, 2020), and 29 CFR 1910.7.</P>
                <SIG>
                    <P>Signed at Washington, DC.</P>
                    <NAME>Amanda Laihow,</NAME>
                    <TITLE>Acting Assistant Secretary of Labor for Occupational Safety and Health.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12778 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4510-26-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF LABOR</AGENCY>
                <SUBAGY>Occupational Safety and Health Administration</SUBAGY>
                <DEPDOC>[Docket No. OSHA-2013-0002]</DEPDOC>
                <SUBJECT>Walking-Working Surfaces Standard; Extension of the Office of Management and Budget's (OMB) Approval of Information Collection (Paperwork) Requirements</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Occupational Safety and Health Administration (OSHA), Labor.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Request for public comments.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>OSHA solicits public comments concerning its proposal to extend the Office of Management and Budget (OMB) approval of the information collection requirements specified in its Walking-Working Surfaces Standard.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Comments must be submitted (postmarked, sent, or received) by September 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P/>
                    <P>
                        <E T="03">Electronically:</E>
                         You may submit comments and attachments electronically at 
                        <E T="03">https://www.regulations.gov,</E>
                         which is the Federal eRulemaking Portal. Follow the instructions online for submitting comments.
                    </P>
                    <P>
                        <E T="03">Docket:</E>
                         To read or download comments or other material in the docket, go to 
                        <E T="03">https://www.regulations.gov.</E>
                         Documents in the docket are listed in the 
                        <E T="03">https://www.regulations.gov</E>
                         index; however, some information (
                        <E T="03">e.g.,</E>
                         copyrighted material) is not publicly available to read or download through the websites. All submissions, including copyrighted material, are available for inspection through the OSHA Docket Office. Contact the OSHA Docket Office at (202) 693-2350 (TTY (877) 889-5627) for assistance in locating docket submissions.
                    </P>
                    <P>
                        <E T="03">Instructions:</E>
                         All submissions must include the agency name and OSHA docket number (OSHA-2013-0002) for the Information Collection Request (ICR). OSHA will place all comments, including any personal information, in the public docket, which may be made available online. Therefore, OSHA cautions interested parties about submitting personal information such as social security numbers and birth dates.
                    </P>
                    <P>
                        For further information on submitting comments, see the “Public Participation” heading in the section of this notice titled “
                        <E T="02">SUPPLEMENTARY INFORMATION</E>
                        .”
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Belinda Cannon, Directorate of Standards and Guidance, OSHA, U.S. Department of Labor; telephone (202) 693-2222.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">I. Background</HD>
                <P>
                    The Department of Labor, as part of the continuing effort to reduce paperwork and respondent (
                    <E T="03">i.e.,</E>
                     employer) burden, conducts a preclearance consultation program to provide the public with an opportunity to comment on proposed and continuing information collection requirements in accordance with the Paperwork Reduction Act of 1995 (44 U.S.C. 3506(c)(2)(A)). This program ensures that information is in the desired format, reporting burden (time and costs) is minimal, collection instruments are clearly understood, and OSHA's estimate of the information collection burden is accurate. The Occupational Safety and Health Act of 1970 (OSH Act) (29 U.S.C. 651 
                    <E T="03">et seq.</E>
                    ) authorizes information collection by employers as necessary or appropriate for enforcement of the OSH Act or for developing information regarding the causes and prevention of occupational injuries, illnesses, and accidents (29 U.S.C. 657). The OSH Act also requires that OSHA obtain such information with a minimum burden upon employers, especially those operating small businesses, and to reduce to the maximum extent feasible unnecessary duplication of efforts in obtaining said information (29 U.S.C. 657).
                </P>
                <P>
                    The following sections describe who uses the information collected under each requirement, as well as how they use it. The purpose of these requirements is to help employers protect workers from slip, trip, and fall hazards.
                    <PRTPAGE P="30272"/>
                </P>
                <HD SOURCE="HD1">II. Special Issues for Comment</HD>
                <P>OSHA has a particular interest in comments on the following issues:</P>
                <P>• Whether the proposed information collection requirements are necessary for the proper performance of the agency's functions to protect workers, including whether the information is useful;</P>
                <P>• The accuracy of OSHA's estimate of the burden (time and costs) of the information collection requirements, including the validity of the methodology and assumptions used;</P>
                <P>• The quality, utility, and clarity of the information collected; and</P>
                <P>• Ways to minimize the burden on employers who must comply; for example, by using automated or other technological information, and transmission techniques.</P>
                <HD SOURCE="HD1">III. Proposed Actions</HD>
                <P>OSHA is requesting that OMB extend the approval of the information collection requirements contained in the Walking-Working Surfaces Standard. The agency is requesting an adjustment increase in burden going from 498,640 to 649,612 hours, for a total increase of 150,972 hours. The adjustment increase is due to an increase in the number of establishments from 6,855,903 to 8,290,064 and the number of workers from 112 million to 135.7 million. Also, the agency is requesting an increase in annual capital cost for operation and maintenance of $11,442,156 going from $54,697,500 to $66,139,656. The increase is due to an increase in the number of annual inspections and certifications going from 487,500 to 589,480.</P>
                <P>OSHA will summarize the comments submitted in response to this notice and will include this summary in the request to OMB to extend the approval of the information collection requirements.</P>
                <P>
                    <E T="03">Type of Review:</E>
                     Extension of a currently approved data collection.
                </P>
                <P>
                    <E T="03">Title:</E>
                     Walking-Working Surfaces Standard.
                </P>
                <P>
                    <E T="03">OMB Control Number:</E>
                     1218-0199.
                </P>
                <P>
                    <E T="03">Affected Public:</E>
                     Business or other for-profits; Federal Government; State, Local, or Tribal Government.
                </P>
                <P>
                    <E T="03">Number of Respondents:</E>
                     589,480.
                </P>
                <P>
                    <E T="03">Number of Responses:</E>
                     1,342,247.
                </P>
                <P>
                    <E T="03">Frequency of Responses:</E>
                     On occasion.
                </P>
                <P>
                    <E T="03">Average Time per Response:</E>
                     Varies.
                </P>
                <P>
                    <E T="03">Estimated Total Burden Hours:</E>
                     649,612.
                </P>
                <P>
                    <E T="03">Estimated Cost (Operation and Maintenance):</E>
                     $66,139,656.
                </P>
                <HD SOURCE="HD1">IV. Public Participation—Submission of Comments on This Notice and Internet Access to Comments and Submissions</HD>
                <P>
                    You may submit comments in response to this document as follows: (1) electronically at 
                    <E T="03">https://www.regulations.gov,</E>
                     which is the Federal eRulemaking Portal; or (2) by facsimile (fax), if your comments, including attachments, are not longer than 10 pages you may fax them to the OSHA Docket Office at 202-693-1648. All comments, attachments, and other material must identify the agency name and the OSHA docket number for the ICR (OSHA-2013-0002). You may supplement electronic submission by uploading document files electronically.
                </P>
                <P>
                    Comments and submissions are posted without change at 
                    <E T="03">https://www.regulations.gov.</E>
                     Therefore, OSHA cautions commenters about submitting personal information such as social security numbers and dates of birth. Although all submissions are listed in the 
                    <E T="03">https://www.regulations.gov</E>
                     index, some information (
                    <E T="03">e.g.,</E>
                     copyrighted material) is not publicly available to read or download from this website. All submissions, including copyrighted material, are available for inspection and copying at the OSHA Docket Office. Information on using the 
                    <E T="03">https://www.regulations.gov</E>
                     website to submit comments and access the docket is available at the website's “User Tips” link. Contact the OSHA Docket Office at (202) 693-2350, (TTY (877) 889-5627) for information about materials not available from the website, and for assistance in using the internet to locate docket submissions.
                </P>
                <HD SOURCE="HD1">V. Authority and Signature</HD>
                <P>
                    Amanda Laihow, Acting Assistant Secretary of Labor for Occupational Safety and Health, directed the preparation of this notice. The authority for this notice is the Paperwork Reduction Act of 1995 (44 U.S.C. 3506 
                    <E T="03">et seq.</E>
                    ) and Secretary of Labor's Order No. 8-2020 (85 FR 58393).
                </P>
                <SIG>
                    <DATED>Signed at Washington, DC, on June 26, 2025.</DATED>
                    <NAME>Amanda Laihow,</NAME>
                    <TITLE>Acting Assistant Secretary of Labor for Occupational Safety and Health.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12779 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4510-26-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">NATIONAL FOUNDATION ON THE ARTS AND THE HUMANITIES</AGENCY>
                <SUBAGY>National Endowment for the Humanities</SUBAGY>
                <SUBJECT>Meeting of Humanities Panel</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>National Endowment for the Humanities; National Foundation on the Arts and the Humanities.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of meeting.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The National Endowment for the Humanities (NEH) will hold three meetings, by video conference, of the Humanities Panel, a federal advisory committee, during August 2025. The purpose of the meetings is for panel review, discussion, evaluation, and recommendation of applications for financial assistance under the National Foundation on the Arts and the Humanities Act of 1965.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        See 
                        <E T="02">SUPPLEMENTARY INFORMATION</E>
                         for meeting dates. The meetings will open at 8:30 a.m. and will adjourn by 5:00 p.m. on the dates specified below.
                    </P>
                </DATES>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Elizabeth Voyatzis, Committee Management Officer, 400 7th Street, SW, Room 4060, Washington, DC 20506; (202) 606-8322; 
                        <E T="03">evoyatzis@neh.gov.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>Pursuant to section 10(a)(2) of the Federal Advisory Committee Act (5 U.S.C. 10), notice is hereby given of the following meetings:</P>
                <HD SOURCE="HD1">1. Date: August 12, 2025</HD>
                <P>This video meeting will discuss applications on the topics of Museum Studies and Conservation Training, for the Preservation and Access Education and Training grant program, submitted to the Division of Preservation and Access.</P>
                <HD SOURCE="HD1">2. Date: August 13, 2025</HD>
                <P>This video meeting will discuss applications on the topics of Libraries and Archives Preservation Training, for the Preservation and Access Education and Training grant program, submitted to the Division of Preservation and Access.</P>
                <HD SOURCE="HD1">3. Date: August 14, 2025</HD>
                <P>This video meeting will discuss applications on the topic of Cultural Heritage Preservation Training, for the Preservation and Access Education and Training grant program, submitted to the Division of Preservation and Access.</P>
                <P>
                    Because these meetings will include review of personal and/or proprietary financial and commercial information given in confidence to the agency by grant applicants, the meetings will be 
                    <PRTPAGE P="30273"/>
                    closed to the public pursuant to sections 552b(c)(4) and 552b(c)(6) of Title 5, U.S.C., as amended. I have made this determination pursuant to the authority granted me by the Chair's Delegation of Authority to Close Advisory Committee Meetings dated April 15, 2016.
                </P>
                <SIG>
                    <DATED>Dated: July 7, 2025.</DATED>
                    <NAME>Jessica Graves,</NAME>
                    <TITLE>Paralegal Specialist, National Endowment for the Humanities.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12728 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 7536-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">POSTAL REGULATORY COMMISSION</AGENCY>
                <DEPDOC>[Docket Nos. K2025-571; MC2025-1556 and K2025-1550; MC2025-1557 and K2025-1551; MC2025-1558 and K2025-1552; MC2025-1559 and K2025-1553]</DEPDOC>
                <SUBJECT>New Postal Products</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Postal Regulatory Commission.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Commission is noticing a recent Postal Service filing for the Commission's consideration concerning a negotiated service agreement. This notice informs the public of the filing, invites public comment, and takes other administrative steps.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        <E T="03">Comments are due:</E>
                         July 14, 2025.
                    </P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Submit comments electronically via the Commission's Filing Online system at 
                        <E T="03">https://www.prc.gov.</E>
                         Those who cannot submit comments electronically should contact the person identified in the 
                        <E T="02">FOR FURTHER INFORMATION CONTACT</E>
                         section by telephone for advice on filing alternatives.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>David A. Trissell, General Counsel, at 202-789-6820.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">Table of Contents</HD>
                <EXTRACT>
                    <FP SOURCE="FP-2">I. Introduction</FP>
                    <FP SOURCE="FP-2">II. Public Proceeding(s)</FP>
                    <FP SOURCE="FP-2">III. Summary Proceeding(s)</FP>
                </EXTRACT>
                <HD SOURCE="HD1">I. Introduction</HD>
                <P>Pursuant to 39 CFR 3041.405, the Commission gives notice that the Postal Service filed request(s) for the Commission to consider matters related to Competitive negotiated service agreement(s). The request(s) may propose the addition of a negotiated service agreement from the Competitive product list or the modification of an existing product currently appearing on the Competitive product list.</P>
                <P>
                    The public portions of the Postal Service's request(s) can be accessed via the Commission's website (
                    <E T="03">http://www.prc.gov</E>
                    ). Non-public portions of the Postal Service's request(s), if any, can be accessed through compliance with the requirements of 39 CFR 3011.301.
                    <SU>1</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         
                        <E T="03">See</E>
                         Docket No. RM2018-3, Order Adopting Final Rules Relating to Non-Public Information, June 27, 2018, Attachment A at 19-22 (Order No. 4679).
                    </P>
                </FTNT>
                <P>Section II identifies the docket number(s) associated with each Postal Service request, if any, that will be reviewed in a public proceeding as defined by 39 CFR 3010.101(p), the title of each such request, the request's acceptance date, and the authority cited by the Postal Service for each request. For each such request, the Commission appoints an officer of the Commission to represent the interests of the general public in the proceeding, pursuant to 39 U.S.C. 505 and 39 CFR 3000.114 (Public Representative). The Public Representative does not represent any individual person, entity or particular point of view, and, when Commission attorneys are appointed, no attorney-client relationship is established. Section II also establishes comment deadline(s) pertaining to each such request.</P>
                <P>The Commission invites comments on whether the Postal Service's request(s) identified in Section II, if any, are consistent with the policies of title 39. Applicable statutory and regulatory requirements include 39 U.S.C. 3632, 39 U.S.C. 3633, 39 U.S.C. 3642, 39 CFR part 3035, and 39 CFR part 3041. Comment deadline(s) for each such request, if any, appear in Section II.</P>
                <P>
                    Section III identifies the docket number(s) associated with each Postal Service request, if any, to add a standardized distinct product to the Competitive product list or to amend a standardized distinct product, the title of each such request, the request's acceptance date, and the authority cited by the Postal Service for each request. Standardized distinct products are negotiated service agreements that are variations of one or more Competitive products, and for which financial models, minimum rates, and classification criteria have undergone advance Commission review. 
                    <E T="03">See</E>
                     39 CFR 3041.110(n); 39 CFR 3041.205(a). Such requests are reviewed in summary proceedings pursuant to 39 CFR 3041.325(c)(2) and 39 CFR 3041.505(f)(1). Pursuant to 39 CFR 3041.405(c)-(d), the Commission does not appoint a Public Representative or request public comment in proceedings to review such requests.
                </P>
                <HD SOURCE="HD1">II. Public Proceeding(s)</HD>
                <P>
                    1. 
                    <E T="03">Docket No(s).:</E>
                     K2025-571; 
                    <E T="03">Filing Title:</E>
                     USPS Request Concerning Amendment One to Priority Mail Express, Priority Mail &amp; USPS Ground Advantage Contract 860, with Materials Filed Under Seal; 
                    <E T="03">Filing Acceptance Date:</E>
                     July 3, 2025; 
                    <E T="03">Filing Authority:</E>
                     39 CFR 3035.105 and 39 CFR 3041.505; 
                    <E T="03">Public Representative:</E>
                     Arif Hafiz; 
                    <E T="03">Comments Due:</E>
                     July 14, 2025.
                </P>
                <P>
                    2. 
                    <E T="03">Docket No(s).:</E>
                     MC2025-1556 and K2025-1550; 
                    <E T="03">Filing Title:</E>
                     USPS Request to Add Priority Mail Express, Priority Mail &amp; USPS Ground Advantage Contract 1385 to the Competitive Product List and Notice of Filing Materials Under Seal; 
                    <E T="03">Filing Acceptance Date:</E>
                     July 3, 2025; 
                    <E T="03">Filing Authority:</E>
                     39 U.S.C. 3642, 39 CFR 3035.105, and 39 CFR 3041.310; 
                    <E T="03">Public Representative:</E>
                     Christopher Mohr; 
                    <E T="03">Comments Due:</E>
                     July 14, 2025.
                </P>
                <P>
                    3. 
                    <E T="03">Docket No(s).:</E>
                     MC2025-1557 and K2025-1551; 
                    <E T="03">Filing Title:</E>
                     USPS Request to Add Priority Mail Contract 902 to the Competitive Product List and Notice of Filing Materials Under Seal; 
                    <E T="03">Filing Acceptance Date:</E>
                     July 3, 2025; 
                    <E T="03">Filing Authority:</E>
                     39 U.S.C. 3642, 39 CFR 3035.105, and 39 CFR 3041.310; 
                    <E T="03">Public Representative:</E>
                     Christopher Mohr; 
                    <E T="03">Comments Due:</E>
                     July 14, 2025.
                </P>
                <P>
                    4. 
                    <E T="03">Docket No(s).:</E>
                     MC2025-1558 and K2025-1552; 
                    <E T="03">Filing Title:</E>
                     USPS Request to Add Priority Mail &amp; USPS Ground Advantage Contract 797 to the Competitive Product List and Notice of Filing Materials Under Seal; 
                    <E T="03">Filing Acceptance Date:</E>
                     July 3, 2025; 
                    <E T="03">Filing Authority:</E>
                     39 U.S.C. 3642, 39 CFR 3035.105, and 39 CFR 3041.310; 
                    <E T="03">Public Representative:</E>
                     Jennaca Upperman; 
                    <E T="03">Comments Due:</E>
                     July 14, 2025.
                </P>
                <P>
                    5. 
                    <E T="03">Docket No(s).:</E>
                     MC2025-1559 and K2025-1553; 
                    <E T="03">Filing Title:</E>
                     USPS Request to Add Priority Mail &amp; USPS Ground Advantage Contract 798 to the Competitive Product List and Notice of Filing Materials Under Seal; 
                    <E T="03">Filing Acceptance Date:</E>
                     July 3, 2025; 
                    <E T="03">Filing Authority:</E>
                     39 U.S.C. 3642, 39 CFR 3035.105, and 39 CFR 3041.310; 
                    <E T="03">Public Representative:</E>
                     Kenneth Moeller; 
                    <E T="03">Comments Due:</E>
                     July 14, 2025.
                </P>
                <HD SOURCE="HD1">III. Summary Proceeding(s)</HD>
                <P>None. See Section II for public proceedings.</P>
                <P>
                    This Notice will be published in the 
                    <E T="04">Federal Register</E>
                    .
                </P>
                <SIG>
                    <NAME>Erica A. Barker,</NAME>
                    <TITLE>Secretary.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12766 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 7710-FW-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <PRTPAGE P="30274"/>
                <AGENCY TYPE="N">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103387; File No. SR-NYSE-2025-25]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 30, 2025, New York Stock Exchange LLC (“NYSE” or the “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.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    The Exchange proposes to amend the NYSE Price List (“Price List”) to establish fees for Industry Members 
                    <SU>3</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. These fees would be payable to Consolidated Audit Trail, LLC (“CAT LLC” or the “Company”) and referred to as CAT Fee 2025-2, and would be described in a section of the Price List entitled “Consolidated Audit Trail Funding Fees.” The fee rate for CAT Fee 2025-2 would be $0.000009 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2025-2 in August 2025 calculated based on their transactions as CAT Executing Brokers for the Buyer (“CEBB”) and/or CAT Executing Brokers for the Seller (“CEBS”) in July 2025. As described further below, CAT Fee 2025-2 is anticipated to be in place for six months, and is anticipated to recover approximately one-half of the costs set forth in the reasonably budgeted CAT costs for 2025. CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022), as discussed herein.
                    <SU>4</SU>
                    <FTREF/>
                     The text of the proposed rule change is provided in Exhibit 5. The proposed change is available on the Exchange's website at 
                    <E T="03">www.nyse.com,</E>
                     at the principal office of the Exchange, and at the Commission's Public Reference Room.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         NYSE Rule 6810(u). 
                        <E T="03">See also</E>
                         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. 
                        <E T="03">See</E>
                         NYSE Rule 6810.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         
                        <E T="03">See</E>
                         Price List, paragraph (a)(4) of Consolidated Audit Trail Funding Fees. 
                        <E T="03">See also</E>
                         Securities Exchange Act Rel. No. 102111 (January 3, 2025), 90 FR 2043 (January 10, 2025) (SR-NYSE-2024-86) (“Fee Filing for CAT Fee 2025-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>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.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                    <FTREF/>
                     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.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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 
                    <PRTPAGE P="30275"/>
                    equivalent shares in the transaction by one-third and by the Fee Rate.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                        <ENT O="xl"/>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                        <ENT O="xl"/>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs60,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    In addition,
                    <FTREF/>
                     the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange:
                </P>
                <FTNT>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <PRTPAGE P="30276"/>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs60,r50,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                    <PRTPAGE P="30277"/>
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for 
                    <PRTPAGE P="30278"/>
                    informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In
                    <FTREF/>
                     addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Rel. No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                        <ENT/>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by $3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by $25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by $492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by $13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by $128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by $5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by $1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <PRTPAGE P="30279"/>
                <HD SOURCE="HD3">(i) Technology Costs—Cloud Hosting Services</HD>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT 
                    <PRTPAGE P="30280"/>
                    Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.
                </P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following 
                    <PRTPAGE P="30281"/>
                    describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>
                    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 $500,000 in technology costs for change request fees for the CAT Fee 
                    <PRTPAGE P="30282"/>
                    2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.
                </P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the 
                    <PRTPAGE P="30283"/>
                    same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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 
                    <PRTPAGE P="30284"/>
                    Model; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>
                    In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.
                    <PRTPAGE P="30285"/>
                </P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>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 $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.</P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan requires the fee filing for a 
                    <PRTPAGE P="30286"/>
                    Prospective CAT Fee to provide a brief description of the professional and administration 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 $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <FTREF/>
                    <SU>86</SU>
                      
                    <PRTPAGE P="30287"/>
                    Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of 
                    <PRTPAGE P="30288"/>
                    $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.</P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <PRTPAGE P="30289"/>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the Fee Schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's Fee Schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that: </P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>
                        (B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 
                        <PRTPAGE P="30290"/>
                        fee rate of $0.000009 per executed equivalent share.
                    </P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>Furthermore, proposed paragraph (a)(5)(C) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”</P>
                <P>Finally, proposed paragraph (a)(5)(D) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the Fee Schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure to Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the Consolidated Audit Trail Funding Fees section of the Fee Schedule states that:</P>
                <EXTRACT>
                    <P>
                        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 
                        <PRTPAGE P="30291"/>
                        basis points, or (ii) the maximum rate permitted by applicable law.
                    </P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 100828 (August 27, 2024), 89 FR 71699 (September 3, 2024) (SR-NYSE-2024-46).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule, notwithstanding the last invoice date of January 2026, 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:
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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 
                    <PRTPAGE P="30292"/>
                    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,
                    <SU>123</SU>
                    <FTREF/>
                     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,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>
                        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 
                        <PRTPAGE P="30293"/>
                        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.
                    </FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>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.</P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-
                    <PRTPAGE P="30294"/>
                    2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC 
                    <PRTPAGE P="30295"/>
                    determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                      
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In 
                    <PRTPAGE P="30296"/>
                    addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)—$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) to the Consolidated Audit Trail Funding Fees section of the Fee Schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>
                    CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that 
                    <PRTPAGE P="30297"/>
                    each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.
                </P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were solicited or received with respect to the proposed rule change.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)</P>
                <P>
                    of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-NYSE-2025-25 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-NYSE-2025-25. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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 
                    <PRTPAGE P="30298"/>
                    SR-NYSE-2025-25 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12719 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103384; File No. SR-BOX-2025-18]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, BOX Exchange LLC (“BOX” or the “Exchange”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed the proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act,
                    <SU>3</SU>
                    <FTREF/>
                     and Rule 19b-4(f)(2) thereunder,
                    <SU>4</SU>
                    <FTREF/>
                     which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         15 U.S.C. 78s(b)(3)(A)(ii).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    The Exchange is filing with the Securities and Exchange Commission (“Commission”) a proposed rule change to establish fees for Industry Members 
                    <SU>5</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. These fees would be payable to Consolidated Audit Trail, LLC (“CAT LLC” or the “Company”) and referred to as CAT Fee 2025-2, and would be described in a section of the Exchange's fee schedule entitled “Consolidated Audit Trail Funding Fees.” The fee rate for CAT Fee 2025-2 would be $0.000009 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2025-2 in August 2025 calculated based on their transactions as CAT Executing Brokers for the Buyer (“CEBB”) and/or CAT Executing Brokers for the Seller (“CEBS”) in July 2025. As described further below, CAT Fee 2025-2 is anticipated to be in place for six months, and is anticipated to recover approximately one-half of the costs set forth in the reasonably budgeted CAT costs for 2025. CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022), as discussed herein.
                    <SU>6</SU>
                    <FTREF/>
                     The text of the proposed rule change is available from the principal office of the Exchange, at the Commission's Public Reference Room and also on the Exchange's internet website at 
                    <E T="03">https://rules.boxexchange.com/rulefilings.</E>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 16010 (Consolidated Audit Trail—Definitions). 
                        <E T="03">See also</E>
                         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. 
                        <E T="03">See</E>
                         Exchange Rule Series 16000 (CONSOLIDATED AUDIT TRAIL COMPLIANCE RULE).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         
                        <E T="03">See</E>
                         paragraph A.4. of Consolidated Audit Trail Funding Fees. 
                        <E T="03">See</E>
                         BOX Fee Schedule, Section VIII.A.4. (CAT Fee 2025-1). 
                        <E T="03">See also</E>
                         Securities Exchange Act Rel. No. 102073 (Jan. 2, 2025), 90 FR 1558 (Jan. 8, 2025) (“Fee Filing for CAT Fee 2025-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose </HD>
                <P>
                    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 execution.
                    <SU>7</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>8</SU>
                    <FTREF/>
                     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.
                    <SU>9</SU>
                    <FTREF/>
                     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.
                    <SU>10</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    Under the CAT Funding Model, Participants, CEBBs and CEBSs are subject to fees designed to cover the 
                    <PRTPAGE P="30299"/>
                    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').” 
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>14</SU>
                    <FTREF/>
                     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.
                    <SU>15</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>16</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>17</SU>
                    <FTREF/>
                     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.
                    <SU>18</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>19</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>20</SU>
                    <FTREF/>
                     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.” 
                    <SU>21</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>21</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>22</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>23</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>23</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <PRTPAGE P="30300"/>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>25</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    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:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r50,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>26</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>27</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>28</SU>
                    <FTREF/>
                     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.” 
                    <SU>29</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>30</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>31</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>32</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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. </FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>33</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT 
                    <PRTPAGE P="30301"/>
                    Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>34</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>33</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>35</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>35</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>36</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         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.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>37</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                        <PRTPAGE P="30302"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>38</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Securities Exchange Act Rel. No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by 3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by 25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by 492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by 13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by 128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by 5,925.</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30303"/>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by 1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>39</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <HD SOURCE="HD3">(i) Technology Costs—Cloud Hosting Services</HD>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>40</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>41</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>42</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>43</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>44</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>
                    This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated 
                    <PRTPAGE P="30304"/>
                    the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>45</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>46</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>47</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was 
                    <PRTPAGE P="30305"/>
                    calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>48</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>49</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>50</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>51</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>52</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>54</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>55</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>56</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>57</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>58</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <PRTPAGE P="30306"/>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>59</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>60</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>61</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000.
                    <SU>62</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>
                    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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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 
                    <PRTPAGE P="30307"/>
                    Agreement with FCAT, as well as costs related to a set of technology changes to be implemented by FCAT.
                </P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>63</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>64</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>65</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>66</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>67</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>69</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>70</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>
                    • Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;
                    <PRTPAGE P="30308"/>
                </P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>71</SU>
                    <FTREF/>
                     (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; 
                    <SU>72</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>73</SU>
                    <FTREF/>
                     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.
                    <SU>74</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>75</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>76</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>77</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>78</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>
                    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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.
                    <PRTPAGE P="30309"/>
                </P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>79</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>80</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>81</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>82</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>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 $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.</P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>83</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-
                    <PRTPAGE P="30310"/>
                    1.
                    <SU>84</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>85</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>86</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>87</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for 
                    <PRTPAGE P="30311"/>
                    professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>88</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>89</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>90</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>91</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>92</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>93</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>
                        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 
                        <PRTPAGE P="30312"/>
                        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.
                    </P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>95</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>97</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>98</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This 
                    <PRTPAGE P="30313"/>
                    $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.
                </P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>99</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>100</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>101</SU>
                    <FTREF/>
                     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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>103</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>105</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>106</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>106</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>107</SU>
                    <FTREF/>
                     Proposed paragraph A.5.a. of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph A.5.b. of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph A.5.b. of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>
                    To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the 
                    <PRTPAGE P="30314"/>
                    Exchange's fee schedule, to include the proposed paragraphs described below.
                </P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>108</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>108</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph A.5. to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph A.5. would state the following:</P>
                <EXTRACT>
                    <P>a. Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>b. Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>c. Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5.a., CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>d. Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph B.</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>109</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph A.5.b. of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>110</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph A.5.a. of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph A.5.a. of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph A.5.b. of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph A.5.b. of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph A.5.b. of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>Furthermore, proposed paragraph A.5.c. of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5.a., CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”</P>
                <P>Finally, proposed paragraph A.5.d. of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph B.”</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph B.1. of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>111</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>112</SU>
                    <FTREF/>
                     Accordingly, 
                    <PRTPAGE P="30315"/>
                    CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>111</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>112</SU>
                         The billing process and system are described in CAT Alert 2023-02 as well as the CAT FAQs 
                        <PRTPAGE/>
                        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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>113</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>113</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph B.2. of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph B.2. would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>114</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>114</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>115</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>116</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>117</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>118</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>119</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 100829 (Aug. 27, 2024), 89 FR 71448 (Sept. 3, 2024) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>120</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>121</SU>
                    <FTREF/>
                     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.
                    <SU>122</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>123</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph A.5.c. of the fee schedule, notwithstanding the last invoice date of January 2026, Participants will continue to receive 
                    <PRTPAGE P="30316"/>
                    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
                </P>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>124</SU>
                    <FTREF/>
                     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,
                    <SU>125</SU>
                    <FTREF/>
                     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,
                    <SU>126</SU>
                    <FTREF/>
                     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.
                    <SU>127</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>129</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>130</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>131</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 is calculated, and would be applied, in 
                    <PRTPAGE P="30317"/>
                    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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>132</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>133</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>134</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>135</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>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.</P>
                <P>
                    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.
                    <SU>136</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted costs related to 
                    <PRTPAGE P="30318"/>
                    operating fees as a part of CAT Fees.
                    <SU>137</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>138</SU>
                    <FTREF/>
                     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.
                    <SU>139</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>140</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>141</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>142</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>143</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>144</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>146</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>148</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>149</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>150</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>151</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted consulting costs described in this filing are 
                    <PRTPAGE P="30319"/>
                    reasonable and should be included as a part of Budgeted CAT Costs 2025-2. Because there are no CAT employees 
                    <SU>152</SU>
                    <FTREF/>
                     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.
                    <SU>153</SU>
                    <FTREF/>
                     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.
                    <SU>154</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         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).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>155</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>156</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>157</SU>
                    <FTREF/>
                     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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>162</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>163</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>164</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>165</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>165</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>166</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>167</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>167</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>168</SU>
                    <FTREF/>
                     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 
                    <PRTPAGE P="30320"/>
                    three-month delay.
                    <SU>169</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>170</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>171</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>172</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>173</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>174</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>175</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>176</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>177</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph A.5.b. of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>179</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>180</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>181</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>182</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>
                    CAT Fee 2025-2 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 
                    <PRTPAGE P="30321"/>
                    example, as described above, the calculation of CAT Fee 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.
                </P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>184</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>185</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>186</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>185</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>186</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-BOX-2025-18 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-BOX-2025-18. This file number should be included on the 
                    <PRTPAGE P="30322"/>
                    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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-BOX-2025-18 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>187</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>187</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12710 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103385; File No. SR-CboeEDGX-2025-049]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act” or the “Exchange Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, Cboe EDGX Exchange, Inc. (the “Exchange” or “EDGX”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    Cboe EDGX Exchange, Inc. (the “Exchange” or “EDGX”) proposes to amend its “Consolidated Audit Trail Funding Fees” 
                    <SU>3</SU>
                    <FTREF/>
                     fee schedule to establish fees for Industry Members 
                    <SU>4</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. The text of the proposed rule change is provided in Exhibit 5.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         The Exchange and each of its affiliated exchanges (Cboe BYX Exchange, Inc., Cboe BZX Exchange, Cboe C2 Exchange Inc., Cboe Exchange, Inc., and Cboe EDGA Exchange, Inc.) are filing to make the same amendment to the “Consolidated Audit Trail Funding Fees” fee schedule.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 7.20(u); 
                        <E T="03">see also</E>
                         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. 
                        <E T="03">See</E>
                         Chapter 7, Section B of the Exchange's Rulebook.
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is also available on the Exchange's website (
                    <E T="03">http://markets.cboe.com/us/options/regulation/rule_filings/edgx/</E>
                    ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    On July 11, 2012, the Securities and Exchange Commission (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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                    <FTREF/>
                     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 Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 608 thereunder.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs 
                        <PRTPAGE/>
                        for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <PRTPAGE P="30323"/>
                <P>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:</P>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <PRTPAGE P="30324"/>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    In addition,
                    <FTREF/>
                     the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange:
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r50,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">
                    (2) Calculation of Fee Rate 2025-2
                    <FTREF/>
                </HD>
                <FTNT>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 
                    <PRTPAGE P="30325"/>
                    CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                        <PRTPAGE P="30326"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by 3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by 25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by 492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by 13,245.</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30327"/>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by 128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by 5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by 1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <HD SOURCE="HD3">(i) Technology Costs—Cloud Hosting Services</HD>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As 
                        <PRTPAGE/>
                        a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <PRTPAGE P="30328"/>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 
                    <PRTPAGE P="30329"/>
                    Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, 
                    <PRTPAGE P="30330"/>
                    which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>
                    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 
                    <PRTPAGE P="30331"/>
                    to Section 11.1(a) of the CAT NMS Plan that includes $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.
                </P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>
                    • Assist with communications with the industry, including CAT Alerts and presentations;
                    <PRTPAGE P="30332"/>
                </P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Release No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>
                    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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The 
                    <PRTPAGE P="30333"/>
                    consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>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 $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.</P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>
                    The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.
                    <PRTPAGE P="30334"/>
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 Period based on a review of past professional and 
                    <PRTPAGE P="30335"/>
                    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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>86</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>
                    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 
                    <PRTPAGE P="30336"/>
                    CAT pursuant to Section 11.1(a) of the CAT NMS Plan that includes a reserve amount for 2025. 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:
                </P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="03">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This 
                    <PRTPAGE P="30337"/>
                    $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.
                </P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>
                    To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the 
                    <PRTPAGE P="30338"/>
                    Exchange's fee schedule, to include the proposed paragraphs described below.
                </P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”</P>
                <P>Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, 
                    <PRTPAGE P="30339"/>
                    CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         The billing process and system are described in CAT Alert 2023-02 as well as the CAT FAQs 
                        <PRTPAGE/>
                        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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 100836 (August 27, 2024), 89 FR 71601 (September 3, 2024) (SR-CboeEDGX-2024-0052) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, Participants will continue 
                    <PRTPAGE P="30340"/>
                    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
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     because it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using its facilities. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 
                    <PRTPAGE P="30341"/>
                    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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>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.</P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <FTREF/>
                    <SU>135</SU>
                      
                    <PRTPAGE P="30342"/>
                    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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. 
                    <PRTPAGE P="30343"/>
                    Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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 Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30621 (May 17, 2016).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <PRTPAGE P="30344"/>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)—$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>
                    CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 would be charged to CEBBs and CEBSs in accordance with Section 11.3(a) of the CAT NMS Plan. Furthermore, the 
                    <PRTPAGE P="30345"/>
                    Participants would be charged for their designated share of the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.
                </P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-CboeEDGX-2025-049 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-CboeEDGX-2025-049. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). Copies of the submission, all subsequent 
                    <PRTPAGE P="30346"/>
                    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-CboeEDGX-2025-049 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12714 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103382; File No. SR-CboeEDGA-2025-017]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act” or the “Exchange Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) proposes to amend its “Consolidated Audit Trail Funding Fees” 
                    <SU>3</SU>
                    <FTREF/>
                     fee schedule to establish fees for Industry Members 
                    <SU>4</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. The text of the proposed rule change is provided in Exhibit 5.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         The Exchange and each of its affiliated exchanges (Cboe BYX Exchange, Inc., Cboe BZX Exchange, Cboe C2 Exchange Inc., Cboe Exchange, Inc., and Cboe EDGX Exchange, Inc.) are filing to make the same amendment to the “Consolidated Audit Trail Funding Fees” fee schedule.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 7.20(u); 
                        <E T="03">see also</E>
                         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. 
                        <E T="03">See</E>
                         Chapter 7, Section B of the Exchange's Rulebook.
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is also available on the Exchange's website (
                    <E T="03">https://www.cboe.com/us/equities/regulation/rule_filings/edga/</E>
                    ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    On July 11, 2012, the Securities and Exchange Commission (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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                    <FTREF/>
                     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 Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 608 thereunder.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    Under the CAT Funding Model, Participants, CEBBs and CEBSs are subject to fees designed to cover the 
                    <PRTPAGE P="30347"/>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">
                            Field 
                            <LI>name</LI>
                        </CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include 
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade </ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <PRTPAGE P="30348"/>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">
                            Field 
                            <LI>name</LI>
                        </CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include 
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    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:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r50,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">
                            Field 
                            <LI>name</LI>
                        </CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include 
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party.</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT 
                    <PRTPAGE P="30349"/>
                    Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                              
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                        <PRTPAGE P="30350"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>
                     
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024 
                            <LI>budgeted CAT </LI>
                            <LI>costs from </LI>
                            <LI>updated 2024 </LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025 
                            <LI>budgeted CAT </LI>
                            <LI>costs from </LI>
                            <LI>original 2025 </LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025 
                            <LI>budgeted CAT </LI>
                            <LI>costs from </LI>
                            <LI>updated 2025 </LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.</P>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of 
                            <LI>original 2025 </LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first 
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from 
                            <LI>first quarter of </LI>
                            <LI>original 2025 CAT </LI>
                            <LI>budget to actuals </LI>
                            <LI>for first quarter </LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602. 
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                        <ENT/>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by 3,283,525. 
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by 25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by 492,990. 
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by 13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by 128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <PRTPAGE P="30351"/>
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by 5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by 1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <P>
                     
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(i) Technology Costs—Cloud Hosting Services</HD>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, 
                        <PRTPAGE/>
                        and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <PRTPAGE P="30352"/>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 
                    <PRTPAGE P="30353"/>
                    Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, 
                    <PRTPAGE P="30354"/>
                    which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>
                    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 
                    <PRTPAGE P="30355"/>
                    to Section 11.1(a) of the CAT NMS Plan that includes $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.
                </P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>
                    • Assist with communications with the industry, including CAT Alerts and presentations;
                    <PRTPAGE P="30356"/>
                </P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Release No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>
                    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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The 
                    <PRTPAGE P="30357"/>
                    consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>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 $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.</P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>
                    The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.
                    <PRTPAGE P="30358"/>
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 Period based on a review of past professional and 
                    <PRTPAGE P="30359"/>
                    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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>86</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>
                    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 
                    <PRTPAGE P="30360"/>
                    CAT pursuant to Section 11.1(a) of the CAT NMS Plan that includes a reserve amount for 2025. 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:
                </P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s50,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">
                            4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025
                            <LI>(Row 1 + Row 2 + Row 3)</LI>
                        </ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">
                            5. Budgeted 2025 Reserve
                            <LI>(Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</LI>
                        </ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            TOTAL SURPLUS RESERVE
                            <LI>(Row 4−Row 5)</LI>
                        </ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">(Row 1−Row 2)</ENT>
                        <ENT> </ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July—December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.
                    <PRTPAGE P="30361"/>
                </P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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”) 
                        <PRTPAGE P="30362"/>
                        will be required to pay a CAT Fee for each such transaction 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”</P>
                <P>Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that:</P>
                <EXTRACT>
                    <PRTPAGE P="30363"/>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.”
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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, 
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 100835 (August 27, 2024), 89 FR 71676 (September 3, 2024) (SR-CboeEDGA-2024-033) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>
                        [e]ach Participant shall pay all fees or other amounts required to be paid under this Agreement within thirty (30) days after 
                        <PRTPAGE P="30364"/>
                        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.
                    </FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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, 
                    <SU>123</SU>
                    <FTREF/>
                     because it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using its facilities. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act, 
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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. 
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of 
                    <PRTPAGE P="30365"/>
                    the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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. 
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>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.</P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                      
                    <PRTPAGE P="30366"/>
                    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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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 
                    <PRTPAGE P="30367"/>
                    to such matters.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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 Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30621 (May 17, 2016).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT 
                    <PRTPAGE P="30368"/>
                    costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>
                    In addition, as discussed above, each of the inputs into the calculation of CAT 
                    <PRTPAGE P="30369"/>
                    Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.
                </P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-CboeEDGA-2025-017 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-CboeEDGA-2025-017. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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 
                    <PRTPAGE P="30370"/>
                    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-CboeEDGA-2025-017 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12717 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103379; File No. SR-CBOE-2025-044]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act” or the “Exchange Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, Cboe Exchange, Inc. (the “Exchange” or “Cboe Options”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    Cboe Exchange, Inc. (the “Exchange” or “Cboe Options”) proposes to amend its “Consolidated Audit Trail Funding Fees” 
                    <SU>3</SU>
                    <FTREF/>
                     fee schedule to establish fees for Industry Members 
                    <SU>4</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. The text of the proposed rule change is provided in Exhibit 5.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         The Exchange and each of its affiliated exchanges (Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe EDGA Exchange, Inc., and Cboe EDGX Exchange, Inc.) are filing to make the same amendment to the “Consolidated Audit Trail Funding Fees” fee schedule.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 7.20(u); 
                        <E T="03">see also</E>
                         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. 
                        <E T="03">See</E>
                         Chapter 7, Section B of the Exchange's Rulebook.
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is also available on the Exchange's website (
                    <E T="03">https://www.cboe.com/us/options/regulation/rule_filings/</E>
                    ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    On July 11, 2012, the Securities and Exchange Commission (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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                    <FTREF/>
                     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 Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 608 thereunder.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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 
                    <PRTPAGE P="30371"/>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:</P>
                <PRTPAGE P="30372"/>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    In addition,
                    <FTREF/>
                     the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r30,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 
                    <PRTPAGE P="30373"/>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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. </FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>(i.e., costs for Q3-Q4 of 2025)</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                        <PRTPAGE P="30374"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.
                    <PRTPAGE P="30375"/>
                </P>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by $3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by $25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by $492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by $13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by $128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by $5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by $1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <HD SOURCE="HD3">(i) Technology Costs—Cloud Hosting Services</HD>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>
                    Section
                    <FTREF/>
                     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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the 
                    <PRTPAGE P="30376"/>
                    CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>
                    • 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.
                    <PRTPAGE P="30377"/>
                </P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>
                    CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget 
                    <PRTPAGE P="30378"/>
                    estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are 
                    <PRTPAGE P="30379"/>
                    $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:
                    <PRTPAGE P="30380"/>
                </P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Release No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>
                    This budgeted increase in the legal costs in the Updated 2025 CAT Budget 
                    <PRTPAGE P="30381"/>
                    from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.
                </P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>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 $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.</P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 Period, and notes that the annual premiums for these policies were competitive for the 
                    <PRTPAGE P="30382"/>
                    coverage provided. CAT LLC estimated the budget for the insurance costs for the CAT Fee 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 
                    <PRTPAGE P="30383"/>
                    LLC estimated the budget for the accounting costs for Grant Thornton for the CAT Fee 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>86</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <PRTPAGE P="30384"/>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <P>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.</P>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of 
                    <PRTPAGE P="30385"/>
                    $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.
                </P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 
                    <PRTPAGE P="30386"/>
                    2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that: </P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”</P>
                <P>
                    Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the 
                    <PRTPAGE P="30387"/>
                    requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”
                </P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that: </P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that: </P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 100831 (August 27, 2024), 89 FR 71570 (September 3, 2024) (SR-CBOE-2024-037) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each 
                    <PRTPAGE P="30388"/>
                    Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     because it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using its facilities. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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 
                    <PRTPAGE P="30389"/>
                    proposal furthers the objectives of the Plan, as identified by the SEC, and is therefore consistent with the Exchange Act.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>
                    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.
                    <PRTPAGE P="30390"/>
                </P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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, 
                    <PRTPAGE P="30391"/>
                    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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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 Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30621 (May 17, 2016).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                  
                <EXTRACT>
                    <P>
                        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 
                        <PRTPAGE P="30392"/>
                        has sufficient resources to cover costs should there be unanticipated costs or costs that are higher than expected.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for An Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed 
                    <PRTPAGE P="30393"/>
                    allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>
                    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:
                    <PRTPAGE P="30394"/>
                </P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-CBOE-2025-044  on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-CBOE-2025-044. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-CBOE-2025-044 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12711 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103381; File No. SR-CboeBYX-2025-016]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act” or the “Exchange Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, Cboe BYX Exchange, Inc. (the “Exchange” or “BYX”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    Cboe BYX Exchange, Inc. (the “Exchange” or “BYX”) proposes to amend its “Consolidated Audit Trail Funding Fees” 
                    <SU>3</SU>
                    <FTREF/>
                     fee schedule to establish fees for Industry Members 
                    <SU>4</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. The text of the proposed rule change is provided in Exhibit 5.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         The Exchange and each of its affiliated exchanges (Cboe BZX Exchange, Inc., Cboe C2 Exchange, Cboe Exchange Inc., Cboe EDGA Exchange, Inc., and Cboe EDGX Exchange, Inc.) are filing to make the same amendment to the “Consolidated Audit Trail Funding Fees” fee schedule.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 7.20(u); 
                        <E T="03">see also</E>
                         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. 
                        <E T="03">See</E>
                         Chapter 7, Section B of the Exchange's Rulebook.
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is also available on the Exchange's website (
                    <E T="03">https://www.cboe.com/us/equities/regulation/rule_filings/byx/</E>
                    ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    On July 11, 2012, the Securities and Exchange Commission (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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                    <FTREF/>
                     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 Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 608 thereunder.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    The CAT Funding Model provides a framework for the recovery of the costs 
                    <PRTPAGE P="30395"/>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30396"/>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                        <ENT O="xl"/>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    In
                    <FTREF/>
                     addition, the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange:
                </P>
                <FTNT>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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. 
                    <PRTPAGE P="30397"/>
                    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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                        <PRTPAGE P="30398"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.
                    <PRTPAGE P="30399"/>
                </P>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0" CDEF="s100,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter of</LI>
                            <LI>2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                        <ENT/>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by $3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by $25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by $492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by $13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by $128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by $5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by $1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <P>
                     
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(i) Technology Costs—Cloud Hosting Services</HD>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 
                    <PRTPAGE P="30400"/>
                    as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>
                    • Maintain cyber security insurance related to the CAT;
                    <PRTPAGE P="30401"/>
                </P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set 
                    <PRTPAGE P="30402"/>
                    forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were 
                    <PRTPAGE P="30403"/>
                    $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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 
                    <PRTPAGE P="30404"/>
                    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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Release No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30405"/>
                </P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>
                    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 
                    <PRTPAGE P="30406"/>
                    included $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.
                </P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and 
                    <PRTPAGE P="30407"/>
                    administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <FTREF/>
                    <SU>86</SU>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30408"/>
                </P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4-Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. 
                    <PRTPAGE P="30409"/>
                    Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.</P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 is provided in this filing in accordance with the requirement in the CAT NMS 
                    <PRTPAGE P="30410"/>
                    Plan to provide the Fee Rate in a fee filing for a CAT Fee.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that: </P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>
                    Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 
                    <PRTPAGE P="30411"/>
                    2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”
                </P>
                <P>Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 100833 (August 27, 2024), 89 FR 71650 (September 3, 2024) (SR-CboeBYX-2024-029) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of 
                    <PRTPAGE P="30412"/>
                    Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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:
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     because it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using its facilities. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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 
                    <PRTPAGE P="30413"/>
                    perfect the mechanism of a national market system, or is otherwise in furtherance of the purposes of the Act.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>
                    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 
                    <PRTPAGE P="30414"/>
                    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.
                </P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. Given the unique nature of the CAT, the number of parties involved with the CAT 
                    <PRTPAGE P="30415"/>
                    (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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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 Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30621 (May 17, 2016).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 
                    <PRTPAGE P="30416"/>
                    “include a reserve of not more than 25% of the annual budget.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                      
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above, 
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <PRTPAGE P="30417"/>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, 
                    <PRTPAGE P="30418"/>
                    or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-CboeBYX-2025-016 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-CboeBYX-2025-016. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-CboeBYX-2025-016 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12715 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103386; File No. SR-NASDAQ-2025-049]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 30, 2025, The Nasdaq Stock Market LLC (“Nasdaq” 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.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    The Exchange proposes to establish fees for Industry Members 
                    <SU>3</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. These fees would be payable to Consolidated Audit Trail, LLC (“CAT LLC” or the “Company”) and referred to as CAT Fee 2025-2, and would be described in a section of the Exchange's fee schedule entitled “Consolidated Audit Trail Funding Fees.” The fee rate for CAT Fee 2025-2 would be $0.000009 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2025-2 in August 2025 calculated based on their transactions as CAT Executing Brokers for the Buyer (“CEBB”) and/or CAT Executing Brokers for the Seller (“CEBS”) in July 2025. As described further below, CAT Fee 2025-2 is anticipated to be in place for six months, and is anticipated to recover approximately one-half of the costs set forth in the reasonably budgeted CAT costs for 2025. CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022), as discussed herein.
                    <SU>4</SU>
                    <FTREF/>
                     The text of the proposed rule change is provided in Exhibit 5.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Nasdaq Rule General 7(u); 
                        <E T="03">see also</E>
                         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).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         
                        <E T="03">See</E>
                         paragraph (a)(4) of Consolidated Audit Trail Funding Fees; 
                        <E T="03">see also</E>
                         Nasdaq Rule General 7A(a)(4); 
                        <E T="03">see also</E>
                         Securities Exchange Act Rel. No. 102213 (January 16, 2025), 90 FR 8077 (January 23, 2025) (“Fee Filing for CAT Fee 2025-1”).
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is available on the Exchange's website at 
                    <E T="03">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings,</E>
                     at the principal office of the Exchange, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>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.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    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 
                    <PRTPAGE P="30419"/>
                    execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                     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.
                    <SU>8</SU>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:
                    <PRTPAGE P="30420"/>
                </P>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    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:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r50,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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, 
                    <PRTPAGE P="30421"/>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 Costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                        <PRTPAGE P="30422"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    To the extent
                    <FTREF/>
                     that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.
                </P>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.
                    <PRTPAGE P="30423"/>
                </P>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by 3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by 25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by 492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by 13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by 128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by 5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by 1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <HD SOURCE="HD3">
                    (i) Technology Costs—Cloud Hosting Services
                    <FTREF/>
                </HD>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Rel. No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the 
                    <PRTPAGE P="30424"/>
                    CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing and storage costs; and (3) volume increases below the initial projection.</P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>
                    • 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.
                    <PRTPAGE P="30425"/>
                </P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>
                    CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget 
                    <PRTPAGE P="30426"/>
                    estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] 
                    <E T="03">f</E>
                    irst quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(a) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are 
                    <PRTPAGE P="30427"/>
                    $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360 
                    <SU>65</SU>
                    <FTREF/>
                    , and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 +$0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 +$0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:
                    <PRTPAGE P="30428"/>
                </P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>
                    This budgeted increase in the legal costs in the Updated 2025 CAT Budget 
                    <PRTPAGE P="30429"/>
                    from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.
                </P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000, 
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>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 $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.</P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 Period, and notes that the annual premiums for these policies were competitive for the 
                    <PRTPAGE P="30430"/>
                    coverage provided. CAT LLC estimated the budget for the insurance costs for the CAT Fee 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 
                    <PRTPAGE P="30431"/>
                    LLC estimated the budget for the accounting costs for Grant Thornton for the CAT Fee 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <FTREF/>
                    <SU>86</SU>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <PRTPAGE P="30432"/>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25)
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of 
                    <PRTPAGE P="30433"/>
                    $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.
                </P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 
                    <PRTPAGE P="30434"/>
                    2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”</P>
                <P>
                    Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”
                    <PRTPAGE P="30435"/>
                </P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 100871 (August 29, 2024), 89 FR 72669 (September 5, 2024) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from 
                    <PRTPAGE P="30436"/>
                    September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    The Exchange believes that its proposal is consistent with Section 6(b) of the Act, in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act. The Exchange believes the proposed rule change is consistent with the requirements of the Exchange Act. 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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     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,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     As this proposal implements the Plan and the CAT Funding Model described therein, and 
                    <PRTPAGE P="30437"/>
                    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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>
                    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 
                    <PRTPAGE P="30438"/>
                    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.
                </P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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 
                    <PRTPAGE P="30439"/>
                    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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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. 
                        <PRTPAGE P="30440"/>
                        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.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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 
                    <PRTPAGE P="30441"/>
                    Exchange Act, including the formula for calculating CAT Fees as well as the Industry Members to be charged the CAT Fees.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>
                    Interested persons are invited to submit written data, views and 
                    <PRTPAGE P="30442"/>
                    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:
                </P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-NASDAQ-2025-049 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-NASDAQ-2025-049. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-NASDAQ-2025-049 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12712 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103380; File No. SR-C2-2025-013]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act” or the “Exchange Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, Cboe C2 Exchange, Inc. (the “Exchange” or “C2”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    Cboe C2 Exchange, Inc. (the “Exchange” or “C2”) proposes to amend its “Consolidated Audit Trail Funding Fees” 
                    <SU>3</SU>
                    <FTREF/>
                     fee schedule to establish fees for Industry Members 
                    <SU>4</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. The text of the proposed rule change is provided in Exhibit 5.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         The Exchange and each of its affiliated exchanges (Cboe BYX Exchange, Inc., Cboe BZX Exchange, Cboe Exchange Inc., Cboe EDGA Exchange, Inc., and Cboe EDGX Exchange, Inc.) are filing to make the same amendment to the “Consolidated Audit Trail Funding Fees” fee schedule.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 7.20(u); 
                        <E T="03">see also</E>
                         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. 
                        <E T="03">See</E>
                         Chapter 7, Section B of the Exchange's Rulebook.
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is also available on the Exchange's website (
                    <E T="03">http://markets.cboe.com/us/options/regulation/rule_filings/ctwo/</E>
                    ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    On July 11, 2012, the Securities and Exchange Commission (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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                    <FTREF/>
                     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 Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 608 thereunder.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    The CAT Funding Model provides a framework for the recovery of the costs 
                    <PRTPAGE P="30443"/>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <PRTPAGE P="30444"/>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>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:</P>
                <GPOTABLE COLS="5" OPTS="L2,i1" CDEF="s12,r50,r50,r50,r50">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">
                    (2) Calculation of Fee Rate 2025-2
                    <FTREF/>
                </HD>
                <FTNT>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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 
                    <PRTPAGE P="30445"/>
                    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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">Technology Costs:</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                        <PRTPAGE P="30446"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the reasonableness of the estimates for each category of costs.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <PRTPAGE P="30447"/>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                        <ENT/>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by $3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by $25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by $492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by $13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by $128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by $5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by $1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <P>(i) Technology Costs—Cloud Hosting Services</P>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,”
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% annual year-over-year volume growth for the transaction 
                    <PRTPAGE P="30448"/>
                    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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>• Administer the CAT website and all of its content;</P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>
                    CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period 
                    <PRTPAGE P="30449"/>
                    based on the recurring monthly operating fees under the Plan Processor Agreement.
                </P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>
                    CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter 
                    <PRTPAGE P="30450"/>
                    of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are 
                    <PRTPAGE P="30451"/>
                    $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:
                    <PRTPAGE P="30452"/>
                </P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Release No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>
                    This budgeted increase in the legal costs in the Updated 2025 CAT Budget 
                    <PRTPAGE P="30453"/>
                    from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.
                </P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>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 $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.</P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 Period, and notes that the annual premiums for these policies were competitive for the 
                    <PRTPAGE P="30454"/>
                    coverage provided. CAT LLC estimated the budget for the insurance costs for the CAT Fee 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 
                    <PRTPAGE P="30455"/>
                    LLC estimated the budget for the accounting costs for Grant Thornton for the CAT Fee 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <FTREF/>
                    <SU>86</SU>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <PRTPAGE P="30456"/>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25)
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of 
                    <PRTPAGE P="30457"/>
                    $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.
                </P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 
                    <PRTPAGE P="30458"/>
                    2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”</P>
                <P>
                    Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”
                    <PRTPAGE P="30459"/>
                </P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that: </P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 100830 (August 27, 2024), 89 FR 71501 (September 3, 2024) (SR-C2-2024-013) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan, 
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 
                    <PRTPAGE P="30460"/>
                    on a monthly basis for six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     because it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using its facilities. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <PRTPAGE P="30461"/>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>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.</P>
                <P>
                    The reasonableness of the cloud hosting services costs is further supported by key cost discipline mechanisms for the CAT—a cost-based 
                    <PRTPAGE P="30462"/>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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, 
                    <PRTPAGE P="30463"/>
                    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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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 Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30621 (May 17, 2016).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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 
                        <PRTPAGE P="30464"/>
                        there be unanticipated costs or costs that are higher than expected.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed 
                    <PRTPAGE P="30465"/>
                    allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>
                    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:
                    <PRTPAGE P="30466"/>
                </P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-C2-2025-013 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-C2-2025-013. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-C2-2025-013 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12718 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103377; File No. SR-MIAX-2025-29]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Miami International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fee Schedule To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 30, 2025, Miami International Securities Exchange, LLC (“MIAX” or “Exchange”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    The Exchange proposes to amend the Exchange's Fee Schedule (“Fee Schedule”) to establish fees for Industry Members 
                    <SU>3</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. These fees would be payable to Consolidated Audit Trail, LLC (“CAT LLC” or the “Company”) and referred to as CAT Fee 2025-2, and would be described in a section of the Exchange's fee schedule entitled “Consolidated Audit Trail Funding Fees.” The fee rate for CAT Fee 2025-2 would be $0.000009 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2025-2 in August 2025 calculated based on their transactions as CAT Executing Brokers for the Buyer (“CEBB”) and/or CAT Executing Brokers for the Seller (“CEBS”) in July 2025. As described further below, CAT Fee 2025-2 is anticipated to be in place for six months, and is anticipated to recover approximately one-half of the costs set forth in the reasonably budgeted CAT costs for 2025. CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022), as discussed herein.
                    <SU>4</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 1701(u). 
                        <E T="03">See also</E>
                         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. 
                        <E T="03">See</E>
                         Exchange Rule 1701.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         
                        <E T="03">See</E>
                         paragraph (a)(iv) of Consolidated Audit Trail Funding Fees. 
                        <E T="03">See</E>
                         Exchange Fee Schedule, Section 8)a). 
                        <E T="03">See also</E>
                         Securities Exchange Act Rel. No. 102153 (Dec. 27, 2024) 90 FR 4821 (Jan. 16, 2025) (SR-MIAX-2024-49) (“Fee Filing for CAT Fee 2025-1”).
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is available on the Exchange's website at 
                    <E T="03">https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings,</E>
                     at MIAX's principal office, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     Under the CAT NMS Plan, the 
                    <PRTPAGE P="30467"/>
                    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.
                    <SU>7</SU>
                    <FTREF/>
                     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.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:</P>
                <PRTPAGE P="30468"/>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r50,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    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:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                  
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                      
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                          
                    </TTITLE>
                    <BOXHD>
                          
                        <CHED H="1">No.  </CHED>
                        <CHED H="1">Field name  </CHED>
                        <CHED H="1">Data type  </CHED>
                        <CHED H="1">Description  </CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>Reporting Executing Mpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>Contra Executing Mpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <PRTPAGE P="30469"/>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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. </FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                        <PRTPAGE P="30470"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee 2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    To the
                    <FTREF/>
                     extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.
                </P>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the 
                    <PRTPAGE P="30471"/>
                    reasonableness of the estimates for each category of costs.
                </P>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals </LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602. 
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs:</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                        <ENT/>
                    </ROW>
                    <ROW>
                        <ENT I="01">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by $3,283,525. 
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by $25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by $492,990. 
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by 13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by $128,763.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by $5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by $1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <P>
                     
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Rel. No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(i) Technology Costs—Cloud Hosting Services</HD>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted 
                    <PRTPAGE P="30472"/>
                    amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>
                    • Administer the CAT website and all of its content;
                    <PRTPAGE P="30473"/>
                </P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686.
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set 
                    <PRTPAGE P="30474"/>
                    forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were 
                    <PRTPAGE P="30475"/>
                    $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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 
                    <PRTPAGE P="30476"/>
                    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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30477"/>
                </P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000, 
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>
                    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 
                    <PRTPAGE P="30478"/>
                    included $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.
                </P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and 
                    <PRTPAGE P="30479"/>
                    administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>86</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30480"/>
                </P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025. (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July—December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25)
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. 
                    <PRTPAGE P="30481"/>
                    Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.</P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 is provided in this filing in accordance with the requirement in the CAT NMS 
                    <PRTPAGE P="30482"/>
                    Plan to provide the Fee Rate in a fee filing for a CAT Fee.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>
                    Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 
                    <PRTPAGE P="30483"/>
                    2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”
                </P>
                <P>Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that: </P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.”
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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, 
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 100827 (Aug. 27, 2024) 89 FR 71472 (Sept. 3, 2024) (SR-MIAX-2024-33) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of 
                    <PRTPAGE P="30484"/>
                    Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>[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.</P>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     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,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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 
                    <PRTPAGE P="30485"/>
                    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.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>
                    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 
                    <PRTPAGE P="30486"/>
                    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.
                </P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs 
                    <PRTPAGE P="30487"/>
                    described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <PRTPAGE P="30488"/>
                <P>
                    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.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential 
                    <PRTPAGE P="30489"/>
                    adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>Written comments were neither solicited nor received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the 
                    <PRTPAGE P="30490"/>
                    proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-MIAX-2025-29 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-MIAX-2025-29. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-MIAX-2025-29 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12709 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103378; File No. SR-LTSE-2025-11]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, Long-Term Stock Exchange, Inc. (“LTSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I, II and III 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.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    The Exchange is filing with the Commission a proposed rule change to establish fees for Industry Members 
                    <SU>3</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         LTSE Rule 11.610(u). 
                        <E T="03">See also</E>
                         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. 
                        <E T="03">See</E>
                         Exchange Rule Series 11.600.
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is available at the Exchange's website at 
                    <E T="03">https://longtermstockexchange.com/,</E>
                     at the principal office of the Exchange, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement on the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    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 execution.
                    <SU>4</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>5</SU>
                    <FTREF/>
                     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.
                    <SU>6</SU>
                    <FTREF/>
                     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 
                    <PRTPAGE P="30491"/>
                    requirements of Section 11A of the Exchange Act and Rule 608 thereunder.
                    <SU>7</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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').” 
                    <SU>9</SU>
                    <FTREF/>
                     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.
                    <SU>10</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>11</SU>
                    <FTREF/>
                     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.
                    <SU>12</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>13</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>14</SU>
                    <FTREF/>
                     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.
                    <SU>15</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>16</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                          
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>17</SU>
                    <FTREF/>
                     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.” 
                    <SU>18</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>19</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>20</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>20</SU>
                             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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:</P>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>21</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">
                            Include
                            <LI>key</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <PRTPAGE P="30492"/>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    In addition,
                    <FTREF/>
                     the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange:
                </P>
                <FTNT>
                    <P>
                        <SU>21</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">
                    (2) Calculation of Fee Rate
                    <FTREF/>
                     2025-2
                </HD>
                <FTNT>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>24</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>24</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>25</SU>
                    <FTREF/>
                     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.” 
                    <SU>26</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>27</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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, 
                    <PRTPAGE P="30493"/>
                    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 Committee.” 
                    <SU>29</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>30</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>31</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>32</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>32</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>33</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>33</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>34</SU>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                        <PRTPAGE P="30494"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    To the
                    <FTREF/>
                     extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>35</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the 
                    <PRTPAGE P="30495"/>
                    reasonableness of the estimates for each category of costs.
                </P>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                        <ENT/>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by $3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by $25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by $492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by $13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by $128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by $5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by $1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>36</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced processing and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <HD SOURCE="HD3">
                    (i) Technology Costs—Cloud
                    <FTREF/>
                     Hosting Services
                </HD>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Securities Exchange Act Rel. No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>37</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>38</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>39</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was 
                    <PRTPAGE P="30496"/>
                    calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>40</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>42</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>43</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>44</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced processing and storage costs; and (3) volume increases below the initial projection.</P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>
                    • Administer the CAT website and all of its content;
                    <PRTPAGE P="30497"/>
                </P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>45</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>46</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>47</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>48</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>48</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>49</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>50</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>51</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>52</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>53</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set 
                    <PRTPAGE P="30498"/>
                    forth in the Updated 2025 CAT Budget.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>55</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>56</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>57</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>58</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were 
                    <PRTPAGE P="30499"/>
                    $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000. 
                    <SU>59</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>60</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>61</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>62</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>63</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>63</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>64</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>65</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>66</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>67</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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 
                    <PRTPAGE P="30500"/>
                    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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>68</SU>
                    <FTREF/>
                     (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; 
                    <SU>69</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>70</SU>
                    <FTREF/>
                     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.
                    <SU>71</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>68</SU>
                          
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>69</SU>
                          
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                          
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>72</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>73</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30501"/>
                </P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>74</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>75</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>76</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1. 
                    <SU>77</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>78</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>79</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>
                    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 
                    <PRTPAGE P="30502"/>
                    included $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.
                </P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>80</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>81</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>82</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>83</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>84</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and 
                    <PRTPAGE P="30503"/>
                    administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>85</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>86</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>87</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>88</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>88</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30504"/>
                </P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>89</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>90</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>91</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="01">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03"> TOTAL SURPLUS RESERVE (Row 4-Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>93</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                          
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">3. Total Budgeted CAT Costs 2025-2 (Row 1—Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July—December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                          
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25)
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the 
                    <PRTPAGE P="30505"/>
                    changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                          
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.</P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>96</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.”
                    <SU>98</SU>
                    <FTREF/>
                     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.
                    <SU>99</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares. 
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>102</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 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.
                    <SU>103</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>103</SU>
                          
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <PRTPAGE P="30506"/>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>104</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>104</SU>
                          
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that: </P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>105</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>105</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                <P>
                    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.”
                    <SU>106</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>107</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>106</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>
                    Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice 
                    <PRTPAGE P="30507"/>
                    date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”
                </P>
                <P>Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>108</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that: </P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>110</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>110</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>112</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>112</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>113</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>115</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>116</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 34-100892.
                    </P>
                </FTNT>
                <PRTPAGE P="30508"/>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>117</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>118</SU>
                    <FTREF/>
                     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.
                    <SU>119</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>120</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">(b) Statutory Basis</HD>
                <P>
                    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,
                    <SU>121</SU>
                    <FTREF/>
                     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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     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.
                    <SU>124</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <PRTPAGE P="30509"/>
                </P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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.” 
                    <SU>126</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>127</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>128</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>130</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>131</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>132</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    In addition to the effect of the data volume on the cloud hosting costs, the processing timelines set forth in the 
                    <PRTPAGE P="30510"/>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>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.</P>
                <P>
                    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.
                    <SU>133</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Rel. No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>135</SU>
                    <FTREF/>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>137</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>139</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>140</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>141</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>142</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>143</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>144</SU>
                    <FTREF/>
                     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, 
                    <PRTPAGE P="30511"/>
                    CAIS implementation fees and license fees. The amount and type of budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>145</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>146</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>147</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>148</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>149</SU>
                    <FTREF/>
                     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.
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         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).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>152</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>153</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>154</SU>
                    <FTREF/>
                     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.
                    <SU>155</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>156</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>157</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                     However, 
                    <PRTPAGE P="30512"/>
                    as described above,
                    <SU>161</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>163</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>164</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>164</SU>
                              
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>165</SU>
                    <FTREF/>
                     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.
                    <SU>166</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>167</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>165</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>168</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>169</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>170</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>171</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)—$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>172</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>173</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>174</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>175</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange 
                    <PRTPAGE P="30513"/>
                    believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>176</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>177</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>178</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>179</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>180</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>
                    As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any 
                    <PRTPAGE P="30514"/>
                    burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.
                </P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>The Exchange neither solicited nor received comments on the proposed rule change.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>182</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>183</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-LTSE-2025-11 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-LTSE-2025-11. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-LTSE-2025-11 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>184</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>184</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12713 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103383; File No. SR-CboeBZX-2025-082]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish Fees for Industry Members Related to Reasonably Budgeted Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From July 1, 2025 Through December 31, 2025</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act” or the “Exchange Act”),
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) proposes to amend its “Consolidated Audit Trail Funding Fees” 
                    <SU>3</SU>
                    <FTREF/>
                     fee schedule to establish fees for Industry Members 
                    <SU>4</SU>
                    <FTREF/>
                     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 1, 2025 through December 31, 2025. The text of the proposed rule change is provided in Exhibit 5.
                </P>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         The Exchange and each of its affiliated exchanges (Cboe BYX Exchange, Inc., Cboe C2 Exchange, Cboe Exchange Inc., Cboe EDGA Exchange, Inc., and Cboe EDGX Exchange, Inc.) are filing to make the same amendment to the “Consolidated Audit Trail Funding Fees” fee schedule.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” 
                        <E T="03">See</E>
                         Exchange Rule 7.20(u); 
                        <E T="03">see also</E>
                         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. 
                        <E T="03">See</E>
                         Chapter 7, Section B of the Exchange's Rulebook.
                    </P>
                </FTNT>
                <P>
                    The text of the proposed rule change is also available on the Exchange's website (
                    <E T="03">https://www.cboe.com/us/equities/regulation/rule_filings/bzx/</E>
                    ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
                </P>
                <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.</P>
                <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    On July 11, 2012, the Securities and Exchange Commission (the “Commission”) adopted Rule 613 of 
                    <PRTPAGE P="30515"/>
                    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 execution.
                    <SU>5</SU>
                    <FTREF/>
                     On November 15, 2016, the Commission approved the CAT NMS Plan.
                    <SU>6</SU>
                    <FTREF/>
                     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.
                    <SU>7</SU>
                    <FTREF/>
                     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 Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 608 thereunder.
                    <SU>8</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023) (“CAT Funding Model Approval Order”).
                    </P>
                </FTNT>
                <P>
                    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”).
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         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 2025-2 related to reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.
                    </P>
                </FTNT>
                <P>
                    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').” 
                    <SU>10</SU>
                    <FTREF/>
                     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.
                    <SU>11</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>12</SU>
                    <FTREF/>
                     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.
                    <SU>13</SU>
                    <FTREF/>
                     Participants would be subject to the same Fee Rate as CEBBs and CEBSs.
                    <SU>14</SU>
                    <FTREF/>
                     While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act,
                    <SU>15</SU>
                    <FTREF/>
                     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.
                    <SU>16</SU>
                    <FTREF/>
                     Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan.
                    <SU>17</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         Section 11.3(a)(ii)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Section 11.3(a)(ii) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2025-2 to recover the reasonably budgeted CAT costs for the period from July 1, 2025 through December 31, 2025 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.' ” 
                    <SU>18</SU>
                    <FTREF/>
                     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.” 
                    <SU>19</SU>
                    <FTREF/>
                     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 2025-2, in accordance with the CAT NMS Plan.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         Section 11.1(b) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(1) CAT Executing Brokers</HD>
                <P>
                    CAT Fee 2025-2 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities.
                    <SU>20</SU>
                    <FTREF/>
                     The CAT NMS Plan defines a “CAT Executing Broker” to mean:
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         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 
                        <E T="03">executed</E>
                         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.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        (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.
                        <SU>21</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>21</SU>
                             Section 1.1 of the CAT NMS Plan. Note that CEBBs and CEBSs may, but are not required to, 
                            <PRTPAGE/>
                            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. 
                            <E T="03">See</E>
                             CAT Funding Model Approval Order at 62649.
                        </P>
                    </FTNT>
                </EXTRACT>
                <PRTPAGE P="30516"/>
                <P>
                    The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         
                        <E T="03">See</E>
                         Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.1.1 r1 (Apr. 14, 2025), 
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-04/04.14.2025_CAT_Reporting_Technical_Specifications_for_Participants_4.1.1-r1.pdf</E>
                         (“CAT Reporting Technical Specifications for Plan Participants”).
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Equity Order Trade (EOT) 
                        <SU>22</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            12.
                            <E T="03">n.</E>
                            8/13.
                            <E T="03">n.</E>
                            8
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order on this side of the trade</ENT>
                        <ENT>C</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22"> </ENT>
                        <ENT O="xl"/>
                        <ENT O="xl"/>
                        <ENT>This must be provided if orderID is provided</ENT>
                    </ROW>
                </GPOTABLE>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r25,xs60,r100,7C">
                    <TTITLE>
                        Option Trade (OT) 
                        <SU>23</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            16.
                            <E T="03">n.</E>
                            13/17.
                            <E T="03">n.</E>
                            13
                        </ENT>
                        <ENT>member</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>The identifier for the member firm that is responsible for the order</ENT>
                        <ENT>R</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    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:
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>23</SU>
                         
                        <E T="03">See</E>
                         Table 51, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                    <P>
                        <SU>24</SU>
                         
                        <E T="03">See</E>
                         Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants.
                    </P>
                </FTNT>
                <GPOTABLE COLS="5" OPTS="L2,nj,i1" CDEF="xs66,r50,xs60,r100,7C">
                    <TTITLE>
                        TRF/ORF/ADF Transaction Data Event (TRF) 
                        <SU>24</SU>
                    </TTITLE>
                    <BOXHD>
                        <CHED H="1">No.</CHED>
                        <CHED H="1">Field name</CHED>
                        <CHED H="1">Data type</CHED>
                        <CHED H="1">Description</CHED>
                        <CHED H="1">Include key</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">26</ENT>
                        <ENT>reportingExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the executing party</ENT>
                        <ENT>R</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">28</ENT>
                        <ENT>contraExecutingMpid</ENT>
                        <ENT>Member Alias</ENT>
                        <ENT>MPID of the contra-side executing party</ENT>
                        <ENT>C</ENT>
                    </ROW>
                </GPOTABLE>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate 2025-2</HD>
                <P>
                    The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2025-2 (“Fee Rate 2025-2”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2025-2”) for the period from July 1, 2025 through December 31, 2025 (“CAT Fee 2025-2 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the six-month recovery period, as discussed in detail below.
                    <SU>25</SU>
                    <FTREF/>
                     Based on this calculation, the Operating Committee has determined that Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000009 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>25</SU>
                         Section 11.3(a)(i) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC proposes to implement CAT Fee 2025-2 as the third CAT Fee related to Prospective CAT Costs. CAT LLC proposes to commence CAT Fee 2025-2 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2025-2 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan,
                    <SU>26</SU>
                    <FTREF/>
                     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.” 
                    <SU>27</SU>
                    <FTREF/>
                     For CAT Fee 2025-2, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from July 1, 2025 through December 31, 2025 as set forth in the updated annual budget for 2025 for CAT LLC approved by the Operating Committee on May 19, 2025 (“Updated 2025 CAT Budget”).
                    <SU>28</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>26</SU>
                         Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>27</SU>
                         Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>28</SU>
                         The Updated 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Executed Equivalent Shares for Transactions in Eligible Securities</HD>
                <P>
                    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 (
                    <E T="03">i.e.,</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.
                    <SU>29</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>29</SU>
                         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.
                    </P>
                </FTNT>
                <PRTPAGE P="30517"/>
                <HD SOURCE="HD3">(C) Budgeted CAT Costs 2025-2</HD>
                <P>
                    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 Committee.” 
                    <SU>30</SU>
                    <FTREF/>
                     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:
                </P>
                <FTNT>
                    <P>
                        <SU>30</SU>
                         Section 11.3(a)(i)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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. </FP>
                </EXTRACT>
                <P>
                    In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2025 for CAT LLC (“Original 2025 CAT Budget”) in November 2024.
                    <SU>31</SU>
                    <FTREF/>
                     In May 2025, the Operating Committee approved an updated budget for 2025, referred to as the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for each category for the first quarter of 2025, with updated estimated costs for each category for the second, third and fourth quarters of 2025. The updated costs for the third and fourth quarters set forth in the Updated 2025 CAT Budget (
                    <E T="03">i.e.,</E>
                     Budgeted CAT Costs 2025-2) are the costs used in calculating CAT Fee 2025-2. The 2025 CAT budgets, both the Original 2025 CAT Budget and the Updated 2025 CAT Budget, were prepared on the accrual basis of accounting, whereas prior CAT budgets were prepared on the cash basis of accounting.
                    <SU>32</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>31</SU>
                         The Original 2025 CAT Budget is available on the CAT website (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>32</SU>
                         CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget there is no double counting of expenses.
                    </P>
                </FTNT>
                <P>
                    As described in detail below, the Budgeted CAT Costs 2025-2 would be $60,726,412. CEBBs collectively will be responsible for one-third of the Budged [
                    <E T="03">sic</E>
                    ] CAT Costs 2025-2 (which is $20,242,137.33), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2025-2 (which is $20,242,137.33).
                </P>
                <P>The following describes in detail the Budgeted CAT Costs 2025-2 for CAT Fee 2025-2. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:</P>
                <EXTRACT>
                    <FP>
                        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.
                        <SU>33</SU>
                        <FTREF/>
                    </FP>
                    <FTNT>
                        <P>
                            <SU>33</SU>
                             Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Each of the costs described below are reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.</P>
                <P>
                    The following table breaks down the Budgeted CAT Costs 2025-2 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    <SU>34</SU>
                    <FTREF/>
                     The Budgeted CAT Costs 2025-2 reflect the costs set forth in the third and fourth quarters of the Updated 2025 CAT Budget. The Budgeted CAT Costs 2025-2 are the costs used in calculating CAT Fee 2025-2.
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>34</SU>
                         Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>35</SU>
                         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.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s100,29">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Budgeted CAT costs 2025-2 
                            <SU>b</SU>
                            <LI>
                                (
                                <E T="03">i.e.,</E>
                                 costs for Q3-Q4 of 2025)
                            </LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>
                            <SU>c</SU>
                             $0
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>108,551,142</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>
                            <SU>d</SU>
                             82,222,276
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Operating Fees</ENT>
                        <ENT>
                            <SU>e</SU>
                             15,453,942
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>
                            <SU>f</SU>
                             10,374,924
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>
                            <SU>g</SU>
                             500,000
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>
                            <SU>h</SU>
                             3,631,342
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>
                            <SU>i</SU>
                             866,167
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>
                            <SU>j</SU>
                             1,594,452
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>
                            <SU>k</SU>
                             609,818
                        </ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>
                            <SU>l</SU>
                             0
                        </ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>
                            <SU>m</SU>
                             (54,526,510)
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs 2025-2</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2025-2 Period have been appropriately excluded from the above table.
                        <SU>35</SU>
                        <PRTPAGE P="30518"/>
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         Budgeted CAT Costs 2025-2 described in this table of costs were determined based 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.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number for capitalized developed technology costs is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee—2025, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($0 + $0) + ($0 + $0) = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number for cloud hosting services is calculated by adding together the cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $40,362,043 + $41,860,233 = $82,222,276.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         This cost number for operating fees is calculated by adding together the operating fees and the Cyber Insurance Premium Adjustment, each for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </TNOTE>
                    <TNOTE>
                        <SU>f</SU>
                         This cost number for CAIS operating fees is calculated by adding together the CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $5,187,462 + $5,187,462 = $10,374,924.
                    </TNOTE>
                    <TNOTE>
                        <SU>g</SU>
                         This cost number for change request fees is calculated by adding together the placeholder for possible change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $250,000 + $250,000 = $500,000.
                    </TNOTE>
                    <TNOTE>
                        <SU>h</SU>
                         This cost number for legal services is calculated by adding together the legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,815,671 + $1,815,671 = $3,631,342.
                    </TNOTE>
                    <TNOTE>
                        <SU>i</SU>
                         This cost number for consulting services is calculated by adding together the consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $433,084 + $433,083 = $866,167.
                    </TNOTE>
                    <TNOTE>
                        <SU>j</SU>
                         This cost number for insurance is calculated by adding together the insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $1,594,452 + $0 = $1,594,452.
                    </TNOTE>
                    <TNOTE>
                        <SU>k</SU>
                         This cost number for professional and administration services is calculated by adding together the professional and administration costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $414,818 + $195,000 = $609,818.
                    </TNOTE>
                    <TNOTE>
                        <SU>l</SU>
                         This cost number for public relations is calculated by adding together the public relations costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $0 + $0 = $0.
                    </TNOTE>
                    <TNOTE>
                        <SU>m</SU>
                         This reduction in the reserve is calculated by adding together the 25% Incremental Liquidity Reserve Accrued during 2025 for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget: $27,263,255 + $27,263,255 = $54,526,510.
                    </TNOTE>
                </GPOTABLE>
                <P>To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2025-2 is in effect, CAT LLC will use the proceeds from CAT Fee 2025-2 and the related Participant CAT fees to repay such notes.</P>
                <P>
                    The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2024 approved by the Operating Committee in July 2024 (“Updated 2024 CAT Budget”),
                    <SU>36</SU>
                    <FTREF/>
                     the Original 2025 CAT Budget and the Updated 2025 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for only the third and fourth quarters of 2025, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing.
                </P>
                <FTNT>
                    <P>
                        <SU>36</SU>
                         Consolidated Audit Trail, LLC 2024 Financial and Operating Budget—Mid-Year Update—July 2024 (
                        <E T="03">https://www.catnmsplan.com/sites/default/files/2024-08/07.31.24-CAT-LLC-2024-Financial_and_Operating-Budget.pdf</E>
                        ).
                    </P>
                </FTNT>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s100,14,14,14">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            Full year 2024
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2024</LI>
                            <LI>
                                CAT budget 
                                <SU>a</SU>
                            </LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Full year 2025
                            <LI>budgeted CAT</LI>
                            <LI>costs from</LI>
                            <LI>updated 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>b</SU>
                        </ENT>
                        <ENT>$7,761,480</ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>196,921,118</ENT>
                        <ENT>234,925,808</ENT>
                        <ENT>211,548,471</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>148,789,981</ENT>
                        <ENT>182,594,630</ENT>
                        <ENT>159,230,937</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>c</SU>
                        </ENT>
                        <ENT>27,768,718</ENT>
                        <ENT>30,831,330</ENT>
                        <ENT>30,817,686</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>20,199,919</ENT>
                        <ENT>20,749,848</ENT>
                        <ENT>20,749,848</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>162,500</ENT>
                        <ENT>750,000</ENT>
                        <ENT>750,000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>8,146,599</ENT>
                        <ENT>5,720,000</ENT>
                        <ENT>7,370,002</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>1,600,000</ENT>
                        <ENT>1,750,000</ENT>
                        <ENT>1,749,998</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>1,342,345</ENT>
                        <ENT>1,594,452</ENT>
                        <ENT>1,594,452</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>823,930</ENT>
                        <ENT>882,456</ENT>
                        <ENT>1,193,090</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>93,275</ENT>
                        <ENT>50,000</ENT>
                        <ENT>6,575</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">Subtotal</ENT>
                        <ENT>216,688,747</ENT>
                        <ENT>248,846,076</ENT>
                        <ENT>228,334,551</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Reserve</ENT>
                        <ENT>13,847,693</ENT>
                        <ENT>23,842,200</ENT>
                        <ENT>(13,858,958)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total Budgeted CAT Costs</ENT>
                        <ENT>230,536,440</ENT>
                        <ENT>272,688,276</ENT>
                        <ENT>214,475,593</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         As noted above, the Updated 2024 CAT Budget was prepared on the cash basis of accounting, while the Original 2025 CAT Budget and the Updated 2025 CAT Budget were prepared on the accrual basis of accounting.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         This cost number is calculated by adding together the Operating fees and the Cyber Insurance Premium Adjustment for each budget.
                    </TNOTE>
                </GPOTABLE>
                <P>
                    In addition, the following table compares the first quarter of the Original 2025 CAT Budget with the first quarter of the Updated 2025 CAT Budget. The Updated 2025 CAT Budget includes actual costs for January, February and March 2025, whereas the Original 2025 CAT Budget included budgeted costs for these three months. The variance from the first quarter of the Original 2025 CAT Budget to the actuals for the first quarter of 2025 (as set forth in the Updated 2025 CAT Budget) in the last column of the following chart are used in this filing in supporting the 
                    <PRTPAGE P="30519"/>
                    reasonableness of the estimates for each category of costs.
                </P>
                <GPOTABLE COLS="4" OPTS="L2,nj,tp0,i1" CDEF="s50,16,16,xs100">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1">Budget category</CHED>
                        <CHED H="1">
                            First quarter of
                            <LI>original 2025</LI>
                            <LI>CAT budget</LI>
                        </CHED>
                        <CHED H="1">
                            Actuals for first
                            <LI>quarter of 2025</LI>
                        </CHED>
                        <CHED H="1">
                            Variance from
                            <LI>first quarter of</LI>
                            <LI>original 2025 CAT</LI>
                            <LI>budget to actuals</LI>
                            <LI>for first quarter</LI>
                            <LI>of 2025</LI>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            Capitalized Developed Technology Costs 
                            <SU>a</SU>
                        </ENT>
                        <ENT>$3,923,360</ENT>
                        <ENT>$4,871,962</ENT>
                        <ENT>
                            Increase by $948,602.
                            <SU>b</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Technology Costs</ENT>
                        <ENT>52,490,273</ENT>
                        <ENT>49,181,253</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Cloud Hosting Services</ENT>
                        <ENT>39,640,542</ENT>
                        <ENT>36,357,017</ENT>
                        <ENT>
                            Decrease by 3,283,525.
                            <SU>c</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">
                            Operating Fees 
                            <SU>d</SU>
                        </ENT>
                        <ENT>7,662,270</ENT>
                        <ENT>7,636,774</ENT>
                        <ENT>Decrease by 25,496.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">CAIS Operating Fees</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>5,187,462</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Change Request Fees</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Legal</ENT>
                        <ENT>1,430,000</ENT>
                        <ENT>1,922,990</ENT>
                        <ENT>
                            Increase by 492,990.
                            <SU>e</SU>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Consulting</ENT>
                        <ENT>437,500</ENT>
                        <ENT>450,745</ENT>
                        <ENT>Increase by 13,245.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Insurance</ENT>
                        <ENT>0</ENT>
                        <ENT>0</ENT>
                        <ENT>No change.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Professional and administration</ENT>
                        <ENT>168,750</ENT>
                        <ENT>297,513</ENT>
                        <ENT>Increase by 128,763.</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">Public relations</ENT>
                        <ENT>12,500</ENT>
                        <ENT>6,575</ENT>
                        <ENT>Decrease by 5,925.</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">Total</ENT>
                        <ENT>58,462,385</ENT>
                        <ENT>56,731,038</ENT>
                        <ENT>Decrease by 1,731,347.</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>a</SU>
                         This cost number is calculated by adding together the capitalized developed technology costs and the software license fee for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>b</SU>
                         The variance is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                    </TNOTE>
                    <TNOTE>
                        <SU>c</SU>
                         The variance is attributable to, among other things, (1) a decrease in costs related to changes made pursuant to an amendment to the CAT NMS Plan to implement cost savings measures 
                        <SU>37</SU>
                         (“Cost Savings Amendment”), and (2) cost decreases related to optimizations resulting in reduced procesing [
                        <E T="03">sic</E>
                        ] and storage costs.
                    </TNOTE>
                    <TNOTE>
                        <SU>d</SU>
                         This cost number is calculated by adding together the operating fees and the cyber insurance premium adjustment for each budget.
                    </TNOTE>
                    <TNOTE>
                        <SU>e</SU>
                         The variance is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.
                    </TNOTE>
                </GPOTABLE>
                <HD SOURCE="HD3">
                    (i) Technology Costs—Cloud Hosting Services
                    <FTREF/>
                </HD>
                <FTNT>
                    <P>
                        <SU>37</SU>
                         Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 18, 2024) (“Cost Savings Amendment”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(a) Description of Cloud Hosting Services Costs</HD>
                <P>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 $82,222,276 in technology costs for cloud hosting services for the CAT Fee 2025-2 Period. The technology 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 2025-2 Period.</P>
                <P>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 subcontractor 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. 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. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the CAT Customer and Account Information System (“CAIS”). It is anticipated that such cloud hosting services will continue during the CAT Fee 2025-2 Period.</P>
                <P>
                    The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data.
                    <SU>38</SU>
                    <FTREF/>
                     The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2025-2 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,” 
                    <SU>39</SU>
                    <FTREF/>
                     and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.” 
                    <SU>40</SU>
                    <FTREF/>
                     In contrast with those estimates, the Q1 2025 data volumes averaged 752 billion events per day. The Q1 2025 data volumes reflected a 30% year over year growth rate compared to Q1 2024, which averaged 577 billion events per day, and reflected a 25% increase from the prior quarter Q4 2024, which averaged 602 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>38</SU>
                         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. For further discussion of the effect of processing timelines on cloud hosting costs, 
                        <E T="03">see</E>
                         Section 3(b)(2)(A)(i) below.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>39</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>40</SU>
                         Appendix D-5 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2025-2 Period will be approximately $82,222,276. The budget for cloud hosting services costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was 
                    <PRTPAGE P="30520"/>
                    calculated by adding the budgeted amounts for cloud hosting services costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>41</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>41</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2025-2 Period based on an assumption of 40% 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 particular, in determining to use the 40% annual year-over-year volume growth in events per day, CAT LLC considered, among other things, the average annual year-over-year volume growth for 2019 through 2024 of approximately 45%, the average annual year-over-year volume growth for 2020 through 2024 of approximately 30%, and the average monthly growth rate for 2024 of approximately 50%.
                    <SU>42</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>42</SU>
                         Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.
                    </P>
                </FTNT>
                <P>This process for estimating the budget for cloud hosting services costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for cloud hosting services of $39,640,542 for the first quarter of 2025. The actual costs for cloud hosting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $36,357,017. Therefore, the variance between budgeted and actual cloud hosting services costs for this period was an approximate decrease of 8%. Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>43</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for cloud hosting services as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>43</SU>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted costs for cloud hosting services as set forth in the Original 2025 CAT Budget were $182,594,630, and the annual 2025 budgeted costs for cloud hosting services as set forth in the Updated 2025 CAT Budget are $159,230,937. Accordingly, budgeted annual costs for cloud hosting services decreased by $23,363,693 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is an approximate 13% reduction in cloud hosting services costs for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $97,748,713,
                    <SU>44</SU>
                    <FTREF/>
                     and the budgeted costs for cloud hosting services for third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $82,222,276.
                    <SU>45</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for cloud hosting services for the third and fourth quarters of 2025 decreased by $15,526,437 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, which is approximately a 16% reduction in cloud hosting services costs for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>44</SU>
                         This calculation is $46,382,724 + $51,365,989 = $97,748,713.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>45</SU>
                         This calculation is $40,362,043 + $41,860,233 = $82,222,276.
                    </P>
                </FTNT>
                <P>
                    The decrease in costs for cloud hosting services from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, reflects (1) a decrease in costs related to changes made pursuant to the Cost Savings Amendment; (2) cost decreases related to optimizations resulting in reduced procesing [
                    <E T="03">sic</E>
                    ] and storage costs; and (3) volume increases below the initial projection.
                </P>
                <HD SOURCE="HD3">(ii) Technology Costs—Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of Operating Fees</HD>
                <P>
                    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 budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $15,453,942 in technology costs for operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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.
                </P>
                <P>
                    <E T="03">Plan Processor: FCAT.</E>
                     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 2025-2 Period, including the following:
                </P>
                <P>• 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;</P>
                <P>• Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;</P>
                <P>• Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;</P>
                <P>• Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;</P>
                <P>• Oversee the security of the CAT;</P>
                <P>• Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;</P>
                <P>• Provide support to subcontractors under the Plan Processor Agreement;</P>
                <P>• Provide support in discussions with the Participants and the SEC and its staff;</P>
                <P>• Operate the FINRA CAT Helpdesk;</P>
                <P>• Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;</P>
                <P>
                    • Administer the CAT website and all of its content;
                    <PRTPAGE P="30521"/>
                </P>
                <P>• Maintain cyber security insurance related to the CAT;</P>
                <P>• Assist with billing, collection and other CAT fee-related activity; and</P>
                <P>• 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.</P>
                <P>CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2025-2 Period based on the recurring monthly operating fees under the Plan Processor Agreement.</P>
                <P>
                    <E T="03">Market Data Provider: Algoseek.</E>
                     It is anticipated that the operating fees costs for the CAT Fee 2025-2 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, 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 Algoseek for the CAT Fee 2025-2 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT.
                </P>
                <P>
                    <E T="03">Operating Fee Estimates.</E>
                     CAT LLC estimates that the budget for operating fees during the CAT Fee 2025-2 Period will be approximately $15,453,942. The budget for operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>46</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>46</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <P>
                    As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2025-2 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. 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 2025-2 Period is the same process by which CAT LLC estimated the operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for operating fees of $7,662,270 for the first quarter of 2025.
                    <SU>47</SU>
                    <FTREF/>
                     The actual costs for operating fees for first quarter of 2025 were $7,636,774.
                    <SU>48</SU>
                    <FTREF/>
                     Therefore, the variance between budgeted and actual operating fees for this period was not material. Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>47</SU>
                         This calculation is $7,221,522 + $440,748 = $7,662,270.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>48</SU>
                         This calculation is $7,196,026 + $440,748 = $7,636,774.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes from the operating fees set forth in the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>49</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>49</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for operating fees as set forth in the Original 2025 CAT Budget were $30,831,330,
                    <SU>50</SU>
                    <FTREF/>
                     and the annual 2025 budgeted costs for operating fees as set forth in the Updated 2025 CAT Budget are $30,817,686 
                    <SU>51</SU>
                    <FTREF/>
                     Accordingly, budgeted annual costs for operating fees did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>50</SU>
                         This calculation is $28,886,088 + $1,945,242 = $30,831,330.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>51</SU>
                         This calculation is $28,872,444 + $1,945,242 = $30,817,686.
                    </P>
                </FTNT>
                <P>
                    Correspondingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $15,446,040,
                    <SU>52</SU>
                    <FTREF/>
                     and the budgeted costs for operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $15,453,942.
                    <SU>53</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for operating fees for the third and fourth quarters of 2025 did not change materially from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>52</SU>
                         This calculation is ($7,221,522 + $7,221,522) + ($501,498 + $501,498) = $15,446,040.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>53</SU>
                         This calculation is ($7,225,473 + $7,225,473) + ($501,498 + $501,498) = $15,453,942.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology Costs—CAIS Operating Fees</HD>
                <HD SOURCE="HD3">(a) Description of CAIS Operating Fees</HD>
                <P>
                    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 $10,374,924 in technology costs for CAIS operating fees for the CAT Fee 2025-2 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 T="03">e.g.,</E>
                     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 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.
                    <SU>54</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>54</SU>
                         For a discussion of the implementation timeline for CAIS, 
                        <E T="03">see</E>
                         CAT Alert 2023-01.
                    </P>
                </FTNT>
                <P>During the CAT Fee 2025-2 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 2025-2 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of CAIS.</P>
                <P>
                    CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2025-2 Period will be approximately $10,374,924. The budget for CAIS operating fees during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for CAIS operating fees for the third and fourth quarters of 2025 as set 
                    <PRTPAGE P="30522"/>
                    forth in the Updated 2025 CAT Budget.
                    <SU>55</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>55</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924.
                    </P>
                </FTNT>
                <P>CAT LLC calculated the budget for FCAT's CAIS-related services for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget of $5,187,462 for CAIS operating fees for the first quarter of 2025. The actual costs for CAIS operating fees for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $5,187,462. There was no variance between budgeted and actual CAIS operating fees for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in CAIS operating fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>56</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for CAIS operating fees as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>56</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the prior CAT Fee filing. The annual 2025 budgeted costs for CAIS operating fees as set forth in the Original 2025 CAT Budget were $20,749,848, and the annual 2025 budgeted costs for CAIS operating fees as set forth in the Updated 2025 CAT Budget are $20,749,848. Accordingly, the budgeted annual costs for CAIS operating fees are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.</P>
                <P>
                    Correspondingly, the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $10,374,924, and the budgeted costs for CAIS operating fees for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $10,374,924.
                    <SU>57</SU>
                    <FTREF/>
                     Accordingly, the budget costs for CAIS operating fees for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>57</SU>
                         This calculation is $5,187,462 + $5,187,462 = $10,374,924, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for CAIS operating fees from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(iv) Technology Costs—Change Request Fees</HD>
                <HD SOURCE="HD3">(a) Description of Change Request Fees</HD>
                <P>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 $500,000 in technology costs for change request fees for the CAT Fee 2025-2 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT.</P>
                <P>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.</P>
                <P>
                    The change request budget line is established to include expected costs to be incurred in which the nature of the costs (
                    <E T="03">i.e.,</E>
                     capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item.
                </P>
                <P>During the CAT Fee 2025-2 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 2025-2 Period includes a placeholder of $500,000 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.</P>
                <P>
                    CAT LLC estimates that the budget for change requests during the CAT Fee 2025-2 Period will be approximately $500,000. The budget for change requests during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the change requests for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>58</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>58</SU>
                         This calculation is $250,000 + $250,000 = $500,000.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for the potential change requests for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a change request budget of $0 for the the [
                    <E T="03">sic</E>
                    ] first quarter of 2025. The actual costs for change requests for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for the first quarter of 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted change request costs for 2025 is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the change request fees from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>59</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for change requests as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>59</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted costs for change requests as set forth in the Original 2025 CAT Budget were 
                    <PRTPAGE P="30523"/>
                    $750,000, and the annual 2025 budgeted costs for change requests as set forth in the Updated 2025 CAT Budget are $750,000. Accordingly, budgeted annual costs for change requests are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <P>
                    Correspondingly, the budgeted costs for change requests for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $500,000, and the budgeted costs for change request for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $500,000.
                    <SU>60</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for change requests for the third and fourth quarters of 2025 are the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>60</SU>
                         This calculation is $250,000 + $250,000 = $500,000, for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                    </P>
                </FTNT>
                <P>Accordingly, there were no changes in the line item for change requests from the prior CAT Fee filing.</P>
                <HD SOURCE="HD3">(v) Technology Costs—Capitalized Developed Technology Costs</HD>
                <HD SOURCE="HD3">(a) Description of Capitalized Developed Technology Costs</HD>
                <P>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 $0 in technology costs for capitalized developed technology costs for the CAT Fee 2025-2 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.</P>
                <P>
                    CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2025-2 Period will be approximately $0. The budget for capitalized developed technology costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>61</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>61</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <P>
                    CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2025-2 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. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for capitalized developed technology costs of $3,923,360 for the first quarter of 2025.
                    <SU>62</SU>
                    <FTREF/>
                     The actual costs for capitalized developed technology costs for the first quarter of 2025 were $4,871,962.
                    <SU>63</SU>
                    <FTREF/>
                     The budgeted costs and the actual costs for the line item of capitalized developed technology costs for the first quarter of 2025 were the same: $1,150,000. As a result, this variance is attributable to software license fees, which is the the [
                    <E T="03">sic</E>
                    ] other line item included in the capitalized developed technology costs for Budgeted CAT Fees 2025-2. The variance of $948,602 is the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <FTNT>
                    <P>
                        <SU>62</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>63</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the capitalized developed technology costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>64</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the costs for capitalized developed technology costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>64</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budget for capitalized developed technology costs as set forth in the Original 2025 CAT Budget were $3,923,360,
                    <SU>65</SU>
                    <FTREF/>
                     and the annual 2025 budget for capitalized developed technology costs as set forth in the Updated 2025 CAT Budget are $4,871,962.
                    <SU>66</SU>
                    <FTREF/>
                     Accordingly, the annual budget for capitalized developed technology costs increased by $948,602 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025. This increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for CAIS in accordance with the Plan Processor Agreement with FCAT.
                </P>
                <FTNT>
                    <P>
                        <SU>65</SU>
                         This calculation is $1,150,000 + $2,773,360 = $3,923,360.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>66</SU>
                         This calculation is $1,150,000 + $3,721,962 = $4,871,962.
                    </P>
                </FTNT>
                <P>
                    In addition, the budget for capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $0,
                    <SU>67</SU>
                    <FTREF/>
                     and the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget was $0.
                    <SU>68</SU>
                    <FTREF/>
                     Accordingly, the budgeted capitalized developed technology costs for the third and fourth quarters of 2025 was the same for both the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>67</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>68</SU>
                         This calculation is ($0 + $0) + ($0 + $0) = $0.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal Costs</HD>
                <HD SOURCE="HD3">(a) Description of Legal Costs</HD>
                <P>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 $3,631,342 in legal costs for the CAT Fee 2025-2 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 &amp; Block LLP (“Jenner”), during the CAT Fee 2025-2 Period.</P>
                <P>
                    <E T="03">Law Firm: WilmerHale.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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 
                    <PRTPAGE P="30524"/>
                    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.
                </P>
                <P>During the CAT Fee 2025-2 Period, it is anticipated that WilmerHale will provide legal services related to the following:</P>
                <P>• Assist with CAT fee filings and related funding issues;</P>
                <P>• Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;</P>
                <P>• Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;</P>
                <P>• Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;</P>
                <P>• Draft SRO rule filings related to the CAT Compliance Rule;</P>
                <P>• Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;</P>
                <P>• Assist with communications with the industry, including CAT Alerts and presentations;</P>
                <P>• Provide guidance regarding the confidentiality of CAT Data;</P>
                <P>• Assist with cost management analyses and proposals;</P>
                <P>• Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;</P>
                <P>• Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;</P>
                <P>• Provide legal guidance with respect to the CAT budgets;</P>
                <P>• Provide background assistance to other counsel for CAT matters;</P>
                <P>• Assist with legal responses related to third-party data requests; and</P>
                <P>• Provide legal support regarding CAT policies and procedures.</P>
                <P>CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Law Firm: Jenner.</E>
                     It is anticipated that legal costs during the CAT Fee 2025-2 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 2025-2 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.
                </P>
                <P>
                    During the CAT Fee 2025-2 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 the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; 
                    <SU>69</SU>
                    <FTREF/>
                     (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; 
                    <SU>70</SU>
                    <FTREF/>
                     and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities LLC seeking review of the SEC's May 20, 2024 order 
                    <SU>71</SU>
                    <FTREF/>
                     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.
                    <SU>72</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>69</SU>
                         
                        <E T="03">Davidson</E>
                         v. 
                        <E T="03">Gensler,</E>
                         Case No. 6:24-cv-197 (W.D. Tex.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>70</SU>
                         
                        <E T="03">American Securities Ass'n</E>
                         v. 
                        <E T="03">Securities and Exchange Commission,</E>
                         Case No. 23-13396 (11th Cir.).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>71</SU>
                         Securities Exchange Act Release No. 100181 (May 20, 2024), 89 FR 45715 (May 23, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>72</SU>
                         
                        <E T="03">Citadel Securities LLC</E>
                         v. 
                        <E T="03">United States Securities and Exchange Commission,</E>
                         Case No. 24-12300 (11th Cir.).
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2025-2 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues.</P>
                <P>
                    <E T="03">Legal Cost Estimates.</E>
                     CAT LLC estimates that the budget for legal services during the CAT Fee 2025-2 Period will be approximately $3,631,342. The budget for legal services during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for the legal services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>73</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>73</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>CAT LLC estimated the budget for the legal services for the CAT Fee 2025-2 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. This process for estimating the budget for the legal services for CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the legal cost for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for legal costs of $1,430,000 for the first quarter of 2025. The actual costs for legal services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $1,922,990. The increase of $492,990 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 were primarily due to additional legal work in responding to an SEC examination related to the CAT, for commercial contract-related matters, including with regard to the Plan Processor Agreement, and related to cost savings initiatives. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the legal costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>74</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the legal costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>74</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual 2025 budgeted legal costs as set forth in the Original 2025 CAT Budget were $5,720,000, and the annual 2025 budgeted legal costs as set forth in the Updated 2025 CAT Budget are $7,370,002. Accordingly, the annual budget for legal costs increased by $1,650,002 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30525"/>
                </P>
                <P>
                    Correspondingly, the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $2,860,000,
                    <SU>75</SU>
                    <FTREF/>
                     and the budgeted legal costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $3,631,342.
                    <SU>76</SU>
                    <FTREF/>
                     Accordingly, the budget for legal costs for the third and fourth quarters of 2025 increased by $771,342 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>75</SU>
                         This calculation is $1,430,000 + $1,430,000 = $2,860,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>76</SU>
                         This calculation is $1,815,671 + $1,815,671 = $3,631,342.
                    </P>
                </FTNT>
                <P>This budgeted increase in the legal costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.</P>
                <HD SOURCE="HD3">(vii) Consulting Costs</HD>
                <HD SOURCE="HD3">(a) Description of Consulting Costs</HD>
                <P>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 Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $866,167 in consulting costs for the CAT Fee 2025-2 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte &amp; Touche LLP (“Deloitte”) as project manager during the CAT Fee 2025-2 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.</P>
                <P>It is anticipated that the costs for CAT during the CAT Fee 2025-2 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 2025-2 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.</P>
                <P>It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Implement program operations for the CAT project;</P>
                <P>• 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;</P>
                <P>• Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;</P>
                <P>• Provide support for updating the SEC on the progress of the development of the CAT; and</P>
                <P>• Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.</P>
                <P>In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee.</P>
                <P>
                    CAT LLC estimates that the budget for consulting costs during the CAT Fee 2025-2 Period will be approximately $866,167. The budget for consulting costs during the CAT Fee 2025-2 Period is calculated based on the Updated 2025 CAT Budget. Specifically, this estimate was calculated by adding the budgeted amounts for consulting services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget.
                    <SU>77</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>77</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <P>CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2025-2 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. This process for estimating the budget for consulting costs for the CAT Fee 2025-2 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for consulting services of $437,500 for the first quarter of 2025. The actual costs for consulting services for the first quarter of 2025, which are set forth in the Updated 2025 CAT Budget, were $450,745. Therefore, the variance between budgeted and actual consulting costs for the first quarter of 2025 was approximately 3%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the consulting costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>78</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the consulting costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>78</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budget for consulting costs as set forth in the Original 2025 CAT Budget was $1,750,000, and the annual 2025 budget for consulting costs as set forth in the Updated 2025 CAT Budget is approximately $1,750,000. Accordingly, the annual budget for consulting costs has not changed from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget was $875,000,
                    <SU>79</SU>
                    <FTREF/>
                     and the budget for consulting costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget is $866,167.
                    <SU>80</SU>
                    <FTREF/>
                     Accordingly, the budget for consulting costs for the third and fourth quarters of 2025 decreased by $8,833 (which is approximately 1%), from the Original 2025 CAT Budget to the Updated 2025 CAT Budget. Therefore, the budget for consulting costs for the third and fourth quarters of 2025 remained nearly the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>79</SU>
                         This calculation is $437,500 + $437,500 = $875,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>80</SU>
                         This calculation is $433,084 + $433,083 = $866,167.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance Costs</HD>
                <HD SOURCE="HD3">(a) Description of Insurance Costs</HD>
                <P>
                    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 
                    <PRTPAGE P="30526"/>
                    included $1,594,452 in insurance costs for the CAT Fee 2025-2 Period. The insurance costs represent the costs to be incurred for insurance for CAT during the CAT Fee 2025-2 Period.
                </P>
                <P>
                    It is anticipated that the insurance costs for CAT during the CAT Fee 2025-2 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 the CAT Fee 2025-2 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 2025-2 Period based on the insurance estimate from USI for 2025. The annual premiums would be paid by CAT LLC to USI.
                    <SU>81</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>81</SU>
                         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 2025.
                    </P>
                </FTNT>
                <P>The budgeted insurance costs for the CAT Fee 2025-2 Period are based on an insurance cost estimate from USI for 2025. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2025-2 Period is reasonable.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the insurance costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>82</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in insurance costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>82</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted insurance costs as set forth in the Original 2025 CAT Budget were $1,594,452, and the annual 2025 budgeted insurance costs as set forth in the Updated 2025 CAT Budget are $1,594,452. Accordingly, the annual budgeted insurance costs remained the same for the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $1,594,452,
                    <SU>83</SU>
                    <FTREF/>
                     and the budgeted insurance costs for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $1,594,452.
                    <SU>84</SU>
                    <FTREF/>
                     Accordingly, the budgeted insurance costs for the third and fourth quarters of 2025 remained the same in the Original 2025 CAT Budget and the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>83</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>84</SU>
                         This calculation is $1,594,452 + $0 = $1,594,452.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration Costs</HD>
                <HD SOURCE="HD3">(a) Description of Professional and Administration Costs</HD>
                <P>
                    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 budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $609,818 in professional and administration costs for the CAT Fee 2025-2 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.
                    <SU>85</SU>
                    <FTREF/>
                     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 &amp; Anchin (“Anchin”) and Grant Thornton LLP (“Grant Thornton”) for financial services during the CAT Fee 2025-2 Period.
                </P>
                <FTNT>
                    <P>
                        <SU>85</SU>
                         Section 9.2 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    <E T="03">Financial Advisory Firm: Anchin.</E>
                     It is anticipated that the professional and administration costs for the CAT Fee 2025-2 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2025-2 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.
                </P>
                <P>It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2025-2 Period, including the following:</P>
                <P>• Update and maintain internal controls;</P>
                <P>• Provide cash management and treasury functions;</P>
                <P>• Facilitate bill payments to vendors;</P>
                <P>• Facilitate repayments of promissory notes to Participants;</P>
                <P>• Provide monthly bookkeeping;</P>
                <P>• Review vendor invoices and documentation in support of cash disbursements;</P>
                <P>• Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;</P>
                <P>• Provide accounting research and consultations on various accounting, financial reporting and tax matters;</P>
                <P>• Address not-for-profit tax and accounting considerations;</P>
                <P>• Prepare tax returns;</P>
                <P>• Address various accounting, financial reporting and operating inquiries from Participants;</P>
                <P>• Develop and maintain annual operating and financial budgets, including budget to actual fluctuation analyses;</P>
                <P>• Support compliance with the CAT NMS Plan;</P>
                <P>• Work with and provide support to the Operating Committee and various CAT working groups;</P>
                <P>• Prepare monthly, quarterly and annual financial statements;</P>
                <P>• Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;</P>
                <P>• Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;</P>
                <P>• Support the annual financial statement audits by an independent auditor;</P>
                <P>• Review historical costs from inception;</P>
                <P>• Provide accounting and financial information in support of SEC filings; and</P>
                <P>• Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.</P>
                <P>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.</P>
                <P>
                    <E T="03">Accounting Firm: Grant Thornton.</E>
                     It is anticipated that the professional and 
                    <PRTPAGE P="30527"/>
                    administration costs for the CAT Fee 2025-2 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2025-2 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 2025-2 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.
                </P>
                <P>
                    <E T="03">Professional and Administration Cost Estimates.</E>
                     CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2025-2 Period will be approximately $609,818. The budget for professional and administration services during the CAT Fee 2025-2 Period is based on the Updated 2025 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2025-2 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 2025-2 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2025 CAT Budget. The Original 2025 CAT Budget estimated a budget for professional and administration costs of $168,750 for the first quarter of 2025. The actual costs for professional and administration services for the first quarter of 2025, which are set forth in the Updated 2025 Budget, were $297,513. The increase of $128,763 was due to unanticipated issues that required additional professional and administration efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to increases in both financial advisory costs and accounting costs as a result of incremental controls and procedures relating to billings and collections of fees from Participants and Industry Members and the corresponding repayments of promissory notes on historical costs as well as incremental subsequent events procedures relating to the 2023 audit for CAT LLC. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2025-2 Period is reasonable.
                </P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the professional and administration costs from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>86</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the professional and administration costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>86</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>The annual 2025 budgeted professional and administration costs as set forth in the Original 2025 CAT Budget were $882,456, and the annual 2025 budgeted professional and administration costs as set forth in the Updated 2025 CAT Budget are $1,193,090. Accordingly, the budgeted annual costs for professional and administration services increased by $310,634 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.</P>
                <P>
                    Correspondingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $444,246,
                    <SU>87</SU>
                    <FTREF/>
                     and the budgeted costs for professional and administration services services [
                    <E T="03">sic</E>
                    ] for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $609,818.
                    <SU>88</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for professional and administration services for the third and fourth quarters of 2025 increased by $165,572 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>87</SU>
                         This calculation is $168,750 + $275,496 = $444,246.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>88</SU>
                         This calculation is $414,818 + $195,000 = $609,818.
                    </P>
                </FTNT>
                <P>This budgeted increase in the professional and administration costs in the Updated 2025 CAT Budget from the Original 2025 Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to increases in both financial advisory costs and accounting costs as a result of additional anticipated efforts related to billings and collections of fees from Participants and Industry Members, coupled with expected incremental efforts related to supporting CAT LLC's independent auditors for the 2024 audit.</P>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <HD SOURCE="HD3">(a) Description of Public Relations Costs</HD>
                <P>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 $0 in public relations costs for the CAT Fee 2025-2 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. Because CAT LLC anticipates that it will not engage a public relations firm for the third and fourth quarters of 2025, the budget for public relations costs for this period is $0.</P>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. Accordingly, this filing describes the changes in the public relations costs from the Updated 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>89</SU>
                    <FTREF/>
                     Specifically, the following describes the differences (if any) in the public relations costs as set forth in the Original 2025 CAT Budget versus the Updated 2025 CAT Budget for the full year of 2025 as well as for the third and fourth quarters of 2025, and the reasons for any changes.
                </P>
                <FTNT>
                    <P>
                        <SU>89</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>
                    The annual budgeted public relations costs for 2025 as set forth in the Original 2025 CAT Budget were $50,000, and the annual budgeted public relations costs for 2025 as set forth in the Updated 2025 CAT Budget are $6,575. Accordingly, the annual budget for public relations cost for 2025 decreased by $43,425 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the full year of 2025.
                    <PRTPAGE P="30528"/>
                </P>
                <P>
                    Correspondingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Original 2025 CAT Budget were $25,000,
                    <SU>90</SU>
                    <FTREF/>
                     and the budgeted costs for public relations services for the third and fourth quarters of 2025 as set forth in the Updated 2025 CAT Budget are $0.
                    <SU>91</SU>
                    <FTREF/>
                     Accordingly, the budgeted costs for public relations services for the third and fourth quarters of 2025 decreased by $25,000 from the Original 2025 CAT Budget to the Updated 2025 CAT Budget for the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>90</SU>
                         This calculation is $12,500 + $12,500 = $25,000.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>91</SU>
                         This calculation is $0 + $0 = $0.
                    </P>
                </FTNT>
                <P>This budgeted decrease in the public relations costs from the Original 2025 CAT Budget to the Updated 2025 CAT Budget, both for the full year for 2025 and for the third and fourth quarters of 2025, was primarily due to CAT LLC's anticipation that it would not engage a public relations firm for the remainder of 2025.</P>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <HD SOURCE="HD3">(a) Description of Reserve</HD>
                <P>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 a reserve amount for 2025. 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:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>
                    CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in Updated 2025 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve was calculated by multiplying the total expenses set forth in the Updated 2025 CAT Budget (other than the reserve) by 25%, which is $57,083,638.
                    <SU>92</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>92</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <P>
                    The Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>93</SU>
                    <FTREF/>
                     The following chart summarizes the calculation of the surplus reserve amount included in Budgeted CAT Costs 2025-2 and used to calculate CAT Fee 2025-2:
                </P>
                <FTNT>
                    <P>
                        <SU>93</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">1. Total reserve as of the beginning of 2025</ENT>
                        <ENT>$70,942,596</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">2. Total reserve collected during the Q1 2025</ENT>
                        <ENT>28,846,075</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">3. Total reserve estimated for Q2 2025</ENT>
                        <ENT>11,821,477</ENT>
                    </ROW>
                    <ROW RUL="s">
                        <ENT I="03">4. TOTAL RESERVE COLLECTED or ESTIMATED TO BE COLLECTED by END of Q2 of 2025 (Row 1 + Row 2 + Row 3)</ENT>
                        <ENT>111,610,148</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">5. Budgeted 2025 Reserve (Total 2025 CAT costs other than reserve ($228,334,551) multiplied by 25%)</ENT>
                        <ENT>57,083,638</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">TOTAL SURPLUS RESERVE (Row 4−Row 5)</ENT>
                        <ENT>54,526,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Such surplus was related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs for 2024 and 2025 in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for CAT Fees 2024-1 and 2025-1, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures approved by the SEC pertaining to the processing of options market maker quotes and the storage of certain data.
                    <SU>94</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>94</SU>
                         
                        <E T="03">See</E>
                         Cost Savings Amendment.
                    </P>
                </FTNT>
                <P>As set forth in the Budgeted CAT Costs 2025-2, the surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate to be paid for CAT Fee 2025-2. Specifically, the total costs used to calculate the fee rate for CAT Fee 2025-2 would be reduced by the amount of the surplus reserve as set forth in the following table:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s150,12">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1"> </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">
                            1. Total Budgeted CAT Costs 2025-2 Other than Reserve (
                            <E T="03">i.e.,</E>
                             costs for Q3 and Q4 of 2025)
                        </ENT>
                        <ENT>$115,252,921</ENT>
                    </ROW>
                    <ROW RUL="n,s">
                        <ENT I="01">2. Surplus Reserve</ENT>
                        <ENT>(54,526,510)</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="03">3. Total Budgeted CAT Costs 2025-2 (Row 1−Row 2)</ENT>
                        <ENT>60,726,412</ENT>
                    </ROW>
                </GPOTABLE>
                <P>
                    Accordingly, the fee rate for CAT Fee 2025-2 is calculated based on this reduced amount of $60,726,412, resulting in a fee rate of $0.000009 per executed equivalent share. If the fee rate for CAT Fee 2025-2 were calculated solely based on the reasonably budgeted costs for CAT for July-December 2025 excluding the reduction in that amount due to the surplus reserve offset (that is, based on $115,252,921, not $60,726,412), the fee rate would be the higher rate of $0.000017.
                    <SU>95</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>95</SU>
                         
                        <E T="03">See</E>
                         CAT Fee Alert 2025-2 (5/29/25).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(b) Changes From Prior Fee Filing</HD>
                <P>
                    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. 
                    <PRTPAGE P="30529"/>
                    Accordingly, this filing describes the changes in the reserve from the Original 2025 CAT Budget, which was used in the calculation of the prior Prospective CAT Fee, CAT Fee 2025-1.
                    <SU>96</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>96</SU>
                         
                        <E T="03">See</E>
                         Fee Filing for CAT Fee 2025-1.
                    </P>
                </FTNT>
                <P>For the Original 2025 CAT Budget, CAT LLC determined to maintain a reserve in the amount of 25% of budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Original 2025 CAT Budget (which is $248,846,076) by 25%, for a target reserve amount of $62,211,519. However, the Original 2025 CAT Budget recognized that a portion of the reserve—$38,369,315—would have been previously collected, and therefore would not need to be included the budgeted CAT costs to be recovered by the CAT Fees. Specifically, the Original 2025 CAT Budget recognized that there was (i) a liquidity reserve balance of $27,695,385 at the beginning of 2025, (ii) a favorable variance of $10,084,698 for budgeted versus actual cloud hosting services costs covering the period from July 16, 2024 through September 30, 2024, and (iii) a Participation Fee from a new Participant in the CAT NMS Plan of $589,232. These three items totaled $38,369,315. Accordingly, the Original 2025 CAT Budget only included $23,842,200 to be collected towards the reserve via the CAT Fee. This $23,842,200 is calculated by reducing the total 25% reserve amount of $62,211,519 by the $38,369,315 previously collected for the reserve. In the Original 2025 CAT Budget, the budget anticipated collecting the remaining reserve amount of $23,842,200 evenly throughout the year, that is, $5,960,500 for each quarter.</P>
                <P>
                    As discussed above, CAT LLC determined to maintain a reserve in the amount of 25% of the budgeted CAT costs (other than the reserve). Accordingly, the total 25% reserve was calculated by multiplying the budgeted CAT costs (other than the reserve) as set forth in the Updated 2025 CAT Budget (which is $228,334,551) by 25%, for a target reserve amount of $57,083,638.
                    <SU>97</SU>
                    <FTREF/>
                     However, the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would collect a surplus reserve amount through June 2025 of $54,526,412 in excess of the 25% targeted reserve amount of $57,083,638.
                    <SU>98</SU>
                    <FTREF/>
                     Accordingly, the Updated 2025 CAT Budget anticipates reducing the recoverable CAT costs by $54,526,412 in the second half of 2025, specifically a reduction of $27,263,255 in each of the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>97</SU>
                         The reserve was calculated by multiplying $228,334,551 by 25%, which equals approximately $57,083,638.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>98</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <P>As discussed above, such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 in accordance with Section 11.1(a)(ii) of the CAT NMS Plan. Section 11.1(a)(ii) of the CAT NMS Plan states that “[t]o 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.”</P>
                <HD SOURCE="HD3">(D) Projected Total Executed Equivalent Share Volume</HD>
                <P>
                    The calculation of Fee Rate 2025-2 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2025-2 Period. Under the CAT NMS Plan, the Operating Committee is required to “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.” 
                    <SU>99</SU>
                    <FTREF/>
                     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.
                    <SU>100</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>99</SU>
                         Section 11.3(a)(i)(D) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>100</SU>
                         CAT Funding Model Approval Order at 62651.
                    </P>
                </FTNT>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the 12-month period from April 2024 through March 2025 was 4,580,287,680,646.28 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the six-month recovery period for CAT Fee 2025-2 by multiplying by one-half the executed equivalent share volume for the 12-month period from April 2024 through March 2025. 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, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41. Accordingly, the projected total executed equivalent share volume for the six-month period for CAT Fee 2025-2 is projected to be 2,290,143,840,323.14 executed equivalent shares.
                    <SU>101</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>101</SU>
                         This projection was calculated by multiplying 4,580,287,680,646.28 executed equivalent shares by one-half.
                    </P>
                </FTNT>
                <P>
                    The projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2 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.
                    <SU>102</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>102</SU>
                         Section 11.3(a)(iii)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Fee Rate 2025-2</HD>
                <P>
                    Fee Rate 2025-2 would be calculated by dividing the Budgeted CAT Costs 2025-2 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the six-month recovery period for CAT Fee 2025-2, as described in detail above.
                    <SU>103</SU>
                    <FTREF/>
                     Specifically, Fee Rate 2025-2 would be calculated by dividing $60,726,412 by 2,290,143,840,323.14 executed equivalent shares. As a result, Fee Rate 2025-2 would be $0.00002651641828376661 per executed equivalent share. Fee Rate 2025-2 is provided in this filing in accordance with the requirement in the CAT NMS Plan to 
                    <PRTPAGE P="30530"/>
                    provide the Fee Rate in a fee filing for a CAT Fee.
                    <SU>104</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>103</SU>
                         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 (
                        <E T="03">i.e.,</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.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>104</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(3) Monthly Fees</HD>
                <P>
                    CEBBs and CEBSs would be required to pay fees for CAT Fee 2025-2 on a monthly basis for six months, from August 2025 until January 2026. 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.
                    <SU>105</SU>
                    <FTREF/>
                     Proposed paragraph (a)(5)(A) of the fee schedule would state that each CAT Executing Broker would receive its first invoice for CAT Fee 2025-2 in August 2025, and would receive an invoice for CAT Fee 2025-2 each month thereafter until January 2026. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audited Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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.”
                </P>
                <FTNT>
                    <P>
                        <SU>105</SU>
                         
                        <E T="03">See</E>
                         proposed paragraph (a)(5)(B) of the fee schedule.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(4) Consolidated Audit Trail Funding Fees</HD>
                <P>To implement CAT Fee 2025-2, the Exchange proposes to add a new paragraph to the “Consolidated Audit Trail Funding Fees” section of the Exchange's fee schedule, to include the proposed paragraphs described below.</P>
                <HD SOURCE="HD3">(A) Fee Schedule for CAT Fee 2025-2</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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 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.
                        <SU>106</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>106</SU>
                             Section 11.3(a)(iii)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(5) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(5) would state the following:</P>
                <EXTRACT>
                    <P>(A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2025-2 in August 2025, which shall set forth the CAT Fee 2025-2 fees calculated based on transactions in July 2025, and shall receive an invoice for CAT Fee 2025-2 for each month thereafter until January 2026.</P>
                    <P>(B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 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 $0.000009 per executed equivalent share.</P>
                    <P>(C) Notwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.</P>
                    <P>(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).</P>
                </EXTRACT>
                <P>
                    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.” 
                    <SU>107</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 of $0.00002651641828376661 by one-third, and rounding the result to six decimal places.
                    <SU>108</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>107</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>108</SU>
                         Dividing $0.00002651641828376661 by three equals $0.000008838806094588872. Rounding $0.000008838806094588872 to six decimal places equals $0.000009.
                    </P>
                </FTNT>
                <P>The proposed language in paragraph (a)(5)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2025-2 in August 2025 and the fees set forth in that invoice would be calculated based on transactions executed in July 2025. 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.</P>
                <P>Proposed paragraph (a)(5)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2025-2. Specifically, after the first invoices are provided to CAT Executing Brokers in August 2025, invoices will be sent to CAT Executing Brokers each month thereafter until January 2026.</P>
                <P>Proposed paragraph (a)(5)(B) of the fee schedule would describe the invoices for CAT Fee 2025-2. Proposed paragraph (a)(5)(B) of the fee schedule would state that “Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2025-2 on a monthly basis.” Proposed paragraph (a)(5)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2025-2. 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 $0.000009 per executed equivalent share.”</P>
                <P>Since CAT Fee 2025-2 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2025-2 may collect more or less than two-thirds of the Budgeted CAT Costs 2025-2. To the extent that CAT Fee 2025-2 collects more than two-thirds of the Budgeted CAT Costs 2025-2, 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 2025-2 collects less than two-thirds of the Budgeted CAT Costs 2025-2, the budget for the CAT in the ensuing months will reflect such shortfall.</P>
                <P>
                    Furthermore, proposed paragraph (a)(5)(C) of the fee schedule would describe how long CAT Fee 2025-2 would remain in effect. It would state that “[n]otwithstanding the last invoice date of January 2026 for CAT Fee 2025-2 in paragraph 5(A), CAT Fee 2025-2 shall continue in effect after January 
                    <PRTPAGE P="30531"/>
                    2026, with each CAT Executing Broker receiving an invoice for CAT Fee 2025-2 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 2025-2 will no longer be in effect.”
                </P>
                <P>Finally, proposed paragraph (a)(5)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2025-2. It would state that “[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2025-2 in accordance with paragraph (b).”</P>
                <HD SOURCE="HD3">(B) Manner of Payment</HD>
                <P>
                    Paragraph (b)(1) of the “Consolidated Audit Trail Funding Fees” section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states 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.” The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees.
                    <SU>109</SU>
                    <FTREF/>
                     The Plan Processor has established a billing system for CAT fees.
                    <SU>110</SU>
                    <FTREF/>
                     Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2025-2 in accordance with such system.
                </P>
                <FTNT>
                    <P>
                        <SU>109</SU>
                         Section 11.4 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>110</SU>
                         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.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Failure To Pay CAT Fees</HD>
                <P>The CAT NMS Plan further states that: </P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>111</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>111</SU>
                             Section 11.4 of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>Paragraph (b)(2) of the fee schedule states that:</P>
                <EXTRACT>
                    <P>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.</P>
                </EXTRACT>
                <P>The requirements of paragraph (b)(2) would apply to CAT Fee 2025-2.</P>
                <HD SOURCE="HD3">(5) CAT Fee Details</HD>
                <P>The CAT NMS Plan states that:</P>
                <EXTRACT>
                    <P>
                        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.
                        <SU>112</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>112</SU>
                             Section 11.3(a)(iv)(A) of the CAT NMS Plan.
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee.
                    <SU>113</SU>
                    <FTREF/>
                     CAT LLC will provide CAT Executing Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees.
                </P>
                <FTNT>
                    <P>
                        <SU>113</SU>
                         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.
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>114</SU>
                    <FTREF/>
                     Such aggregate statistics will be available on the CAT website.
                </P>
                <FTNT>
                    <P>
                        <SU>114</SU>
                         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.
                    </P>
                </FTNT>
                <P>Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2025-2 is in effect as well as the total amount invoiced for CAT Fee 2025-2 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 2025-2.</P>
                <HD SOURCE="HD3">(6) Financial Accountability Milestones</HD>
                <P>
                    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.” 
                    <SU>115</SU>
                    <FTREF/>
                     Under Section 1.1 of the CAT NMS Plan, a 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,
                    <SU>116</SU>
                    <FTREF/>
                     the Financial Accountability Milestone related to Period 4 was satisfied on July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1.
                    <SU>117</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>115</SU>
                         Section 11.3(a)(iii)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>116</SU>
                         Q2 &amp; Q3 2024 Quarterly Progress Report (July 29, 2024).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>117</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 100832 (August 27, 2024), 89 FR 71724 (September 3, 2024) (SR-CboeBZX-2024-076) (“Fee Filing for CAT Fee 2024-1”).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(7) Relationship to CAT Fee 2025-1</HD>
                <P>
                    CAT LLC intends for CAT Fee 2025-2 to replace CAT Fee 2025-1 (which has a fee rate of $0.000022).
                    <SU>118</SU>
                    <FTREF/>
                     Accordingly, as long as CAT Fee 2025-2 is in effect, CAT Fee 2025-1 would not be charged to CEBBs, CEBSs and Participants. Specifically, subject to CAT Fee 2025-2 being in effect, CAT LLC intends to send the last invoice for CAT Fee 2025-1 in July 2025 based on June 2025 transactions and, correspondingly, to send the first invoice for CAT Fee 2025-2 in August 2025 based on July 2025 transactions.
                </P>
                <FTNT>
                    <P>
                        <SU>118</SU>
                         Note that CAT Fee 2025-2 is separate from and will be in addition to any Historical CAT Assessment to Industry Members.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(8) Participant Invoices</HD>
                <P>
                    While CAT Fees charged to Industry Members become effective in accordance with the requirements of 
                    <PRTPAGE P="30532"/>
                    Section 19(b) of the Exchange Act,
                    <SU>119</SU>
                    <FTREF/>
                     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.
                    <SU>120</SU>
                    <FTREF/>
                     On May 28, 2025, the Operating Committee approved the Participant fee related to CAT Fee 2025-2. Specifically, pursuant to the requirements of CAT NMS Plan,
                    <SU>121</SU>
                    <FTREF/>
                     each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000009 per executed equivalent share, 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 six months, from September 2025 until February 2026, 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 an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in August 2025, and would receive an invoice each month thereafter until January 2026. Like with the CAT Fee 2025-2 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(5)(C) of the fee schedule, notwithstanding the last invoice date of January 2026, 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
                </P>
                <FTNT>
                    <P>
                        <SU>119</SU>
                         Section 11.3(a)(i)(A)(I) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>120</SU>
                         CAT Funding Model Approval Order at 62659.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>121</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan.
                    </P>
                </FTNT>
                <EXTRACT>
                    <FP>[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.</FP>
                </EXTRACT>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    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,
                    <SU>122</SU>
                    <FTREF/>
                     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,
                    <SU>123</SU>
                    <FTREF/>
                     because it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using its facilities. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act,
                    <SU>124</SU>
                    <FTREF/>
                     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.
                    <SU>125</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>122</SU>
                         15 U.S.C. 78f(b)(6).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>123</SU>
                         15 U.S.C. 78f(b)(4).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>124</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>125</SU>
                         
                        <E T="03">See</E>
                         15 U.S.C. 78f(b)(1).
                    </P>
                </FTNT>
                <P>
                    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.” 
                    <SU>126</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>126</SU>
                         CAT NMS Plan Approval Order at 84697.
                    </P>
                </FTNT>
                <P>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 2025-2 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.</P>
                <P>The proposed CAT Fee 2025-2 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.</P>
                <P>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.</P>
                <HD SOURCE="HD3">(1) Implementation of CAT Funding Model in CAT NMS Plan</HD>
                <P>
                    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 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 
                    <PRTPAGE P="30533"/>
                    perfect the mechanism of a national market system, or is otherwise in furtherance of the purposes of the Act.” 
                    <SU>127</SU>
                    <FTREF/>
                     Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard.
                    <SU>128</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>127</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>128</SU>
                         CAT Funding Model Approval Order at 62686.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(2) Calculation of Fee Rate for CAT Fee 2025-2 Is Reasonable</HD>
                <P>
                    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.
                    <SU>129</SU>
                    <FTREF/>
                     In each respect, as discussed above, CAT Fee 2025-2 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 2025-2 is reasonable and consistent with the Exchange Act. Calculation of Fee Rate 2025-2 for CAT Fee 2025-2 requires the figures for Budgeted CAT Costs 2025-2, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2025-2 Period, and the projection of the executed equivalent share volume for the CAT Fee 2025-2 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing.
                </P>
                <FTNT>
                    <P>
                        <SU>129</SU>
                         
                        <E T="03">Id.</E>
                         at 62662-63.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(A) Budgeted CAT Costs 2025-2</HD>
                <P>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:</P>
                <EXTRACT>
                    <FP>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.</FP>
                </EXTRACT>
                <P>In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2025-2 for each of these categories above.</P>
                <P>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 2025-2 Period is “reasonable and appropriate.” Each of the costs included in CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(i) Technology: Cloud Hosting Services</HD>
                <P>
                    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.
                    <SU>130</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>131</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>130</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>131</SU>
                         For a discussion of the amount and type of cloud hosting services fees, 
                        <E T="03">see</E>
                         Section 3(a)(2)(C)(i) above.
                    </P>
                </FTNT>
                <P>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.</P>
                <P>
                    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 
                    <SU>132</SU>
                    <FTREF/>
                     and that annual operating costs for the CAT would range from $36.5 million to $55 million.
                    <SU>133</SU>
                    <FTREF/>
                     In contrast to the 2016 projections, the actual daily Q1 2025 data volumes averaged 752 billion events per day.
                </P>
                <FTNT>
                    <P>
                        <SU>132</SU>
                         Appendix D-4 of the CAT NMS Plan at n.262.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>133</SU>
                         CAT NMS Plan Approval Order at 84801.
                    </P>
                </FTNT>
                <P>
                    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 to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (
                    <E T="03">e.g.,</E>
                     the use of 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.
                </P>
                <P>
                    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 
                    <PRTPAGE P="30534"/>
                    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.
                </P>
                <P>
                    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.
                    <SU>134</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>134</SU>
                         
                        <E T="03">See</E>
                         Securities Exchange Act Release No. 97151 (Mar. 15, 2023), 88 FR 17086, 17117 (Mar. 21, 2023) (describing key cost discipline mechanisms for the CAT).
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Technology: Operating Fees</HD>
                <P>
                    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.
                    <SU>135</SU>
                    <FTREF/>
                     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 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>135</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 T="03">e.g.,</E>
                     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.
                    <SU>136</SU>
                    <FTREF/>
                     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.
                    <SU>137</SU>
                    <FTREF/>
                     The services to be performed by FCAT for CAT Fee 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>138</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>136</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>137</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>138</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2025-2 Period. CAT LLC anticipates that Algoseek will provide data as set forth in 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.
                    <SU>139</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>139</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iii) Technology: CAIS Operating Fees</HD>
                <P>
                    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.
                    <SU>140</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-1. 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 T="03">e.g.,</E>
                     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.
                    <SU>141</SU>
                    <FTREF/>
                     The services to be performed by FCAT for the CAT Fee 2025-2 Period and the budgeted costs for such services are described above.
                    <SU>142</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>140</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>141</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>142</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(iv) Technology: Change Request Fees</HD>
                <P>
                    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.
                    <SU>143</SU>
                    <FTREF/>
                     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 the Budgeted CAT Costs 2025-2. 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,
                    <SU>144</SU>
                    <FTREF/>
                     CAT LLC has included a reasonable placeholder budget amount for potential change requests that may arise during 2025. As noted above, the total budgeted costs for change requests during the CAT Fee 2025-2 Period represent a small percentage of the Budgeted CAT Costs 2025-2—that is, less than 1% of Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>143</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>144</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(iv) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(v) Capitalized Developed Technology Costs</HD>
                <P>
                    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.
                    <SU>145</SU>
                    <FTREF/>
                     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 2025-2 Period, which relate to the CAIS software license fee and technology changes to be implemented by FCAT, are described in more detail above.
                    <SU>146</SU>
                    <FTREF/>
                     Specifically, CAT LLC determined that it was reasonable not to include any capitalized developed technology costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>145</SU>
                         Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>146</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(v) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vi) Legal</HD>
                <P>
                    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.
                    <SU>147</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. Given the unique nature of the CAT, the number of parties involved with the CAT 
                    <PRTPAGE P="30535"/>
                    (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 2025-2 Period and the budgeted costs related to such services are described above.
                    <SU>148</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>147</SU>
                         Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>148</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(vi) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(vii) Consulting</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted consulting costs as a part of CAT Fees.
                    <SU>149</SU>
                    <FTREF/>
                     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 2025-2. Because there are no CAT employees 
                    <SU>150</SU>
                    <FTREF/>
                     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.
                    <SU>151</SU>
                    <FTREF/>
                     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.
                    <SU>152</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>149</SU>
                         Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>150</SU>
                         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 Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30621 (May 17, 2016).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>151</SU>
                         CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other NMS Plans. 
                        <E T="03">See, e.g.,</E>
                         CTA Plan and CQ Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>152</SU>
                         Section 3(a)(2)(C)(vii) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(viii) Insurance</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted insurance costs as a part of CAT Fees.
                    <SU>153</SU>
                    <FTREF/>
                     CAT LLC determined that the budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2025-2. 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.” 
                    <SU>154</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>155</SU>
                    <FTREF/>
                     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.
                    <SU>156</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>153</SU>
                         Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>154</SU>
                         Appendix D-14 of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>155</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(viii) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>156</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ix) Professional and Administration</HD>
                <P>
                    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.
                    <SU>157</SU>
                    <FTREF/>
                     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 2025-2. 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.
                    <SU>158</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>157</SU>
                         Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>158</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(ix) above.
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>159</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>159</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <P>
                    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.
                    <SU>160</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>160</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(x) Public Relations Costs</HD>
                <P>
                    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.
                    <SU>161</SU>
                    <FTREF/>
                     However, as described above,
                    <SU>162</SU>
                    <FTREF/>
                     CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 2025-2. CAT LLC determined that it was reasonable not include any public relations costs in the Budgeted CAT Costs 2025-2.
                </P>
                <FTNT>
                    <P>
                        <SU>161</SU>
                         Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>162</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(x) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(xi) Reserve</HD>
                <P>
                    In approving the CAT Funding Model, the SEC recognized that it is appropriate to recover budgeted reserve costs as a part of CAT Fees.
                    <SU>163</SU>
                    <FTREF/>
                     CAT LLC determined that the reserve in the amount of 25% of the Updated 2025 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2025 CAT Budget.
                </P>
                <FTNT>
                    <P>
                        <SU>163</SU>
                         Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <P>
                    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 
                    <PRTPAGE P="30536"/>
                    “include a reserve of not more than 25% of the annual budget.” 
                    <SU>164</SU>
                    <FTREF/>
                     In making this statement, the Commission noted the following:
                </P>
                <FTNT>
                    <P>
                        <SU>164</SU>
                         CAT Funding Model Approval Order at 62657.
                    </P>
                </FTNT>
                <EXTRACT>
                    <P>
                        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.
                        <SU>165</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>165</SU>
                             
                            <E T="03">Id.</E>
                        </P>
                    </FTNT>
                </EXTRACT>
                <P>
                    The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume.
                    <SU>166</SU>
                    <FTREF/>
                     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.
                    <SU>167</SU>
                    <FTREF/>
                     The inclusion of the proposed reserve in the Updated 2025 CAT Budget would provide each of these benefits to the CAT. The reserve is discussed further above.
                    <SU>168</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>166</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>167</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>168</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <P>
                    As discussed further below,
                    <SU>169</SU>
                    <FTREF/>
                     however, a surplus reserve balance in excess of the budgeted 25% reserve has been collected through the first quarter of 2025 and has been budgeted to be collected during the second quarter of 2025. Accordingly, the Updated 2025 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share), and that no additional reserve is budgeted to be collected during the third and fourth quarters of 2025.
                </P>
                <FTNT>
                    <P>
                        <SU>169</SU>
                         
                        <E T="03">See</E>
                         Section 3(b)(2)(B) below.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(B) Reconciliation of Budget to the Collected Fees</HD>
                <P>
                    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.” 
                    <SU>170</SU>
                    <FTREF/>
                     As discussed above,
                    <SU>171</SU>
                    <FTREF/>
                     the Updated 2025 CAT Budget states that CAT LLC had accrued $70,942,596 for the reserve as of the beginning of 2025, and an additional $28,846,075 during the first quarter of 2025, from the collection of CAT Fees 2024-1 and 2025-1 and the related Participant CAT Fees. In addition, the Updated 2025 CAT Budget anticipates the collection of an additional $11,821,477 during the second quarter of 2025 via CAT Fee 2025-1 and the related Participant CAT Fee. Accordingly, the Updated 2025 CAT Budget estimates that CAT LLC would maintain a 25% reserve amount of $57,083,638 and collect a surplus reserve amount through June 2025 of $54,526,412 over the 25% reserve amount of $57,083,638.
                    <SU>172</SU>
                    <FTREF/>
                     Such surplus reserve balance of $54,526,412 would be used to offset a portion of CAT costs for the third and fourth quarters of 2025, thereby reducing the fee rate for CAT Fee 2025-2 ($0.000009 per executed equivalent share) as compared to CAT Fee 2025-1 ($0.000022 per executed equivalent share).
                </P>
                <FTNT>
                    <P>
                        <SU>170</SU>
                         Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>171</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(C)(xi) above.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>172</SU>
                         This calculation is ($70,942,596 + $28,846,075 + $11,821,477)−$57,083,638 = $54,526,412.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(C) Total Executed Equivalent Share Volume for the Prior 12 Months</HD>
                <P>
                    The total executed equivalent share volume of transactions in Eligible Securities for the period from April 2024 through March 2025 was 4,580,287,680,646.28 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.
                    <SU>173</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>173</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(2)(D) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(D) Projected Executed Equivalent Share Volume for the CAT Fee 2025-2 Period</HD>
                <P>
                    CAT LLC has determined that the projected total executed equivalent share volume for the six months of CAT Fee 2025-2 Period by multiplying by one-half the executed equivalent share volume for the prior twelve months: one-half times 4,580,287,680,646.28 executed equivalent shares.
                    <SU>174</SU>
                    <FTREF/>
                     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, the executed equivalent share volume for 2022 was 4,039,821,841,560.31, the executed equivalent share volume for 2023 was 3,868,940,345,680.6, and the executed equivalent share volume for 2024 was 4,295,884,600,069.41.
                </P>
                <FTNT>
                    <P>
                        <SU>174</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(E) Actual Fee Rate for CAT Fee 2025-2</HD>
                <HD SOURCE="HD3">(i) Decimal Places</HD>
                <P>
                    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.
                    <SU>175</SU>
                    <FTREF/>
                     Accordingly, proposed paragraph (a)(5)(B) of the fee schedule would set forth a fee rate of $0.000009 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2025-2 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.
                    <SU>176</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>175</SU>
                         CAT Funding Model Approval Order at 62658, n.658.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>176</SU>
                         
                        <E T="03">See</E>
                         Section 3(a)(5)(A) above.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">(ii) Reasonable Fee Level</HD>
                <P>
                    The Exchange believes that charging CAT Fee 2025-2 with a fee rate of $0.000009 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2025-2. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-1 and is comparable to other transaction-based fees. Indeed, CAT Fee 2025-2 is significantly lower than fees previously assessed pursuant to Section 31 (
                    <E T="03">e.g.,</E>
                     $0.0009 per share to $0.0004 per share),
                    <SU>177</SU>
                    <FTREF/>
                     and, as a result, the magnitude of CAT Fee 2025-2 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies.
                    <SU>178</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>177</SU>
                         CAT Funding Model Approval Order 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.” 
                        <E T="03">Id.</E>
                         at 62682., n.1100. In 2024, Section 31 fees were raised further to $27.80 per million dollars.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>178</SU>
                         
                        <E T="03">Id.</E>
                    </P>
                </FTNT>
                <PRTPAGE P="30537"/>
                <HD SOURCE="HD3">(3) CAT Fee 2025-2 Provides for an Equitable Allocation of Fees</HD>
                <P>
                    CAT Fee 2025-2 provides for an equitable allocation of fees, as it 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.
                    <SU>179</SU>
                    <FTREF/>
                     In approving the CAT Funding Model, the SEC stated that “[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is reasonable.” 
                    <SU>180</SU>
                    <FTREF/>
                     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.
                </P>
                <FTNT>
                    <P>
                        <SU>179</SU>
                         
                        <E T="03">See</E>
                         Section 11.3(a) of the CAT NMS Plan.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>180</SU>
                         CAT Funding Model Approval Order at 62629.
                    </P>
                </FTNT>
                <P>CAT Fee 2025-2 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 2025-2 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2025-2 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 the Budgeted CAT Costs 2025-2 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2025-2.</P>
                <P>In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2025-2—the Budgeted CAT Costs 2025-2, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2025-2 Period—are reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2025-2 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.</P>
                <HD SOURCE="HD3">(4) CAT Fee 2025-2 Is Not Unfairly Discriminatory</HD>
                <P>CAT Fee 2025-2 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies 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 2025-2 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 2025-2 and the resulting fee rate for CAT Fee 2025-2 is reasonable. Therefore, CAT Fee 2025-2 does not impose an unfairly discriminatory fee on Industry Members.</P>
                <P>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.</P>
                <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD>
                <P>
                    Section 6(b)(8) of the Act 
                    <SU>181</SU>
                    <FTREF/>
                     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 2025-2 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.
                </P>
                <FTNT>
                    <P>
                        <SU>181</SU>
                         15 U.S.C. 78f(b)(8).
                    </P>
                </FTNT>
                <P>In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2025-2 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.</P>
                <P>
                    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.
                    <SU>182</SU>
                    <FTREF/>
                     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 2025-2 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.
                </P>
                <FTNT>
                    <P>
                        <SU>182</SU>
                         CAT Funding Model Approval Order at 62676-86.
                    </P>
                </FTNT>
                <P>As discussed above, each of the inputs into the calculation of CAT Fee 2025-2 is reasonable and the resulting fee rate for CAT Fee 2025-2 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2025-2 would not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act.</P>
                <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>No written comments were either solicited or received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD>
                <P>
                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>183</SU>
                    <FTREF/>
                     and paragraph (f)(2) of Rule 19b-4 thereunder.
                    <SU>184</SU>
                    <FTREF/>
                     At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, 
                    <PRTPAGE P="30538"/>
                    or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.
                </P>
                <FTNT>
                    <P>
                        <SU>183</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>184</SU>
                         17 CFR 240.19b-4(f)(2).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include file number SR-CboeBZX-2025-082 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.</P>
                <FP>
                    All submissions should refer to file number SR-CboeBZX-2025-082. 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 (
                    <E T="03">https://www.sec.gov/rules/sro.shtml</E>
                    ). 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-CboeBZX-2025-082 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>185</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>185</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12707 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD> BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SECURITIES AND EXCHANGE COMMISSION</AGENCY>
                <DEPDOC>[Release No. 34-103390; File No. SR-NSCC-2025-010]</DEPDOC>
                <SUBJECT>Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NSCC Rules To Decommission CNS Functionality Related to Level 2 Exemptions and Fully-Paid-For Accounts</SUBJECT>
                <DATE>July 3, 2025.</DATE>
                <P>
                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 
                    <SU>1</SU>
                    <FTREF/>
                     and Rule 19b-4 thereunder,
                    <SU>2</SU>
                    <FTREF/>
                     notice is hereby given that on June 27, 2025, National Securities Clearing Corporation (“NSCC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the clearing agency. NSCC filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 
                    <SU>3</SU>
                    <FTREF/>
                     and Rule 19b-4(f)(6) thereunder.
                    <SU>4</SU>
                    <FTREF/>
                     The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         15 U.S.C. 78s(b)(1).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>2</SU>
                         17 CFR 240.19b-4.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>3</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>4</SU>
                         17 CFR 240.19b-4(f)(6).
                    </P>
                </FTNT>
                <HD SOURCE="HD1">I. Clearing Agency's Statement of the Terms of Substance of the Proposed Rule Change</HD>
                <P>
                    The proposed rule change consists of modifications to the NSCC Rules &amp; Procedures (“Rules”) to decommission Continuous Net Settlement system (“CNS”) functionality related to (i) Level 2 Exemptions and (ii) Fully-Paid-For Accounts. The proposed modifications to the Rules are included in Exhibit 5 of the filing.
                    <SU>5</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>5</SU>
                         Capitalized terms not defined herein shall have the meaning assigned to such terms in the Rules, 
                        <E T="03">available at www.dtcc.com/legal/rules-and-procedures.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD1">II. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <P>In its filing with the Commission, the clearing agency 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 these statements may be examined at the places specified in Item IV below. The clearing agency has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.</P>
                <HD SOURCE="HD2">(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
                <HD SOURCE="HD3">1. Purpose</HD>
                <P>
                    The purpose of this proposed rule change is to amend the NSCC Rules to decommission CNS functionality related to (i) Level 2 Exemptions and (ii) Fully-Paid-For Accounts.
                    <SU>6</SU>
                    <FTREF/>
                     The proposed rule change is discussed in detail below.
                </P>
                <FTNT>
                    <P>
                        <SU>6</SU>
                         The Depository Trust Company (“DTC”) also filed this proposed rule change with the Commission in connection with the decommissioning of Fully-Paid-For Accounts. 
                        <E T="03">See</E>
                         DTC filing SR-DTC-2025-010.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">Background</HD>
                <HD SOURCE="HD3">Continuous Net Settlement System (CNS)</HD>
                <P>
                    CNS is an automated accounting and securities settlement system that centralizes and nets the settlement of compared and recorded securities transactions and maintains an orderly flow of security and money balances.
                    <SU>7</SU>
                    <FTREF/>
                     CNS provides clearance for equities, corporate bonds, unit investment trusts, and municipal bonds that are eligible for book-entry transfer at DTC, an affiliate of NSCC.
                </P>
                <FTNT>
                    <P>
                        <SU>7</SU>
                         
                        <E T="03">See</E>
                         NSCC Rule 11 (CNS System) and Procedure VII (CNS Accounting Operation), 
                        <E T="03">supra</E>
                         note 5.
                    </P>
                </FTNT>
                <P>
                    Within CNS, all eligible compared and recorded transactions for a particular settlement date are netted by issue into one position per Member. The position can be net long (buy), net short (sell) or flat. As a continuous net system, those positions are further netted with positions of the same issue that remain open after their original scheduled settlement date (usually one business day after the trade date or T+1), so that transactions scheduled to settle on any day are netted with fail positions (
                    <E T="03">i.e.,</E>
                     positions that have failed in delivery or receipt on the settlement date), which results in a single deliver or receive obligation for each Member for each issue in which the Member has activity.
                    <PRTPAGE P="30539"/>
                </P>
                <P>
                    NSCC Procedure VII (CNS Accounting Operation) describes the receipt and delivery of CNS Securities. CNS relies on an interface with DTC for the book-entry movement of securities. CNS short positions are compared against each Member's DTC accounts to determine the availability of securities for delivery. If securities are available, they are transferred from the Member's account at DTC to NSCC's account at DTC to cover the Member's short obligations to CNS. For CNS Securities, NSCC uses a modified delivery versus payment mechanism in that when a Member delivers securities to CNS, the Member receives a credit, and when NSCC delivers securities to the long receiving Member (a long allocation), the securities deliveries/movements are not final until the “effective time” occurs pursuant to NSCC Rule 12 (Settlement).
                    <SU>8</SU>
                    <FTREF/>
                     Specifically, under the Rules, a CNS delivery transaction is complete and final as to the delivering Member once the securities are debited from the delivering Member's account at DTC and credited to NSCC's CNS account at DTC; however, a CNS delivery transaction would not become final as to the receiving “long” Member until the “effective time.” 
                    <SU>9</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>8</SU>
                         Pursuant to NSCC Rule 12, the “effective time” generally occurs when it is clear that NSCC has either been paid, or is in a credit position with respect to a Member or its Settling Bank, and NSCC has no obligation due with respect to a Member pursuant to the Clearing Agency Cross-Guaranty Agreement. Until the effective time has occurred in accordance with the Rules, NSCC retains ownership rights in the long allocations. 
                        <E T="03">See</E>
                         NSCC Rule 12, 
                        <E T="03">supra</E>
                         note 5.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>9</SU>
                         DTC and NSCC have established certain limited cross-guarantees and arrangements to permit transactions to flow smoothly between DTC and NSCC in a collateralized environment. 
                        <E T="03">See</E>
                         DTC Settlement Service Guide, at 17-18, 
                        <E T="03">available at www.dtcc.com/legal/rules-and-procedures.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD3">CNS Exemptions</HD>
                <P>
                    Each Member has the ability to elect to deliver all or part of any CNS short position through the use of “Exemptions” in CNS. By indicating a particular quantity as an Exemption, the Member directs NSCC not to settle certain short positions or portions thereof. All short positions or positions thereof for which no Exemption is indicated are settled automatically to the extent that the Member has made such securities available in the Member's Designated Depository (
                    <E T="03">i.e.,</E>
                     DTC) account, or they become available in its Designated Depository account through other depository activity.
                </P>
                <P>
                    Pursuant to Section D of Procedure VII, a Member may submit daily Exemption instructions to NSCC. Members are also required to submit standing Exemption instructions to NSCC which govern all of the Member's short positions for any day on which specific daily Exemption instructions are (i) not submitted to NSCC; (ii) not received by NSCC; or (iii) unable to be processed by NSCC. 
                    <SU>10</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>10</SU>
                         
                        <E T="03">See</E>
                         NSCC Procedure VII, Section D, 
                        <E T="03">supra</E>
                         note 5.
                    </P>
                </FTNT>
                <P>The CNS system currently provides for two levels of Exemption. Level 1 Exemptions indicate that the portion of the short position exempted should not be automatically settled against the Member's current Designated Depository position or against any securities which may be received into its Designated Depository account as a result of other depository activity. Level 2 Exemptions are instructions by the Member that the portion of the short position exempted should not be automatically settled against its current depository position. Such a position may be satisfied, however, by certain types of “qualified” activity in its Designated Depository account.</P>
                <P>
                    There are three types of qualified activity which allow short positions carrying Level 2 Exemptions to be settled: (i) Coded Deposits, whereby the Member deposits securities into its Designated Depository account in the normal manner, but by using a special deposit ticket which indicates that these securities are available for settling Level 2 Exemption quantities; (ii) Coded Collateral Loan Releases, whereby the Member may release securities from its Designated Depository collateral loan account and wish those securities to be used in settling a Level 2 Exemption quantity; 
                    <SU>11</SU>
                    <FTREF/>
                     and (iii) Receipts from Banks, whereby all securities received against payment from banks are eligible to settle Level 2 Exemption quantities. Level 2 Exemptions remain in place until the “qualified activity” event occurs in settlement and are automatically released upon completion of the “qualified activity” event. Settlement of such items is automatic and no special instruction by the Member is required.
                </P>
                <FTNT>
                    <P>
                        <SU>11</SU>
                         In this case, the Member uses a special Collateral Loan Release form which authorizes such use.
                    </P>
                </FTNT>
                <HD SOURCE="HD3">Fully-Paid-For Accounts</HD>
                <P>
                    The Fully-Paid-For Account is a special sub-account within CNS that assists participants in maintaining compliance with possession and control requirements of Rule 15c3-3 under the Act.
                    <SU>12</SU>
                    <FTREF/>
                     Members may instruct NSCC to move their expected long allocations from the general CNS “A” subaccount into a fully-paid-for location (the “E” subaccount) and are then permitted to use customer fully-paid-for positions to complete institutional deliveries in DTC. As Members instruct NSCC to move expected long allocations to the fully-paid-for location, NSCC reclassifies the relevant long allocations as a fully-paid-for long allocation and debits the Member the market value of the relevant securities in the NSCC settlement system. These long allocation reclassifications and corresponding settlement debits are posted intraday by NSCC. The funds associated with the fully-paid-for process are collected via NSCC's end-of-day settlement process and are held by NSCC and used to ensure the customer fully-paid-for positions can be replaced should the Member become insolvent. Upon completion of a fully-paid-for long allocation, the relevant funds are used to pay for the securities received from CNS via NSCC's end-of-day settlement process.
                </P>
                <FTNT>
                    <P>
                        <SU>12</SU>
                         
                        <E T="03">See</E>
                         17 CFR 240.15c3-3.
                    </P>
                </FTNT>
                <P>Additionally, if the Member replaces the customer fully paid for securities in inventory at DTC prior to the receipt of the CNS long allocation, the Member can move the expected long allocation from the fully-paid-for location (the “E” subaccount) back to the general CNS “A” subaccount. Upon completion, the relevant funds are credited back to the Member through NSCC's end-of-day settlement process.</P>
                <HD SOURCE="HD3">Proposed Changes</HD>
                <P>NSCC continually evaluates the efficiency and effectiveness of the services it provides to its Members. As part of these evaluations, and in furtherance of NSCC's ongoing modernization efforts, NSCC is seeking to streamline and simplify its services and processes, including through the elimination of underutilized functionality and services. NSCC has identified Level 2 Exemptions and Fully-Paid-For Accounts as two underutilized functionalities of its CNS system, which do not justify the costs associated with modernizing and maintaining those functionalities in CNS.</P>
                <HD SOURCE="HD3">CNS Level 2 Exemptions</HD>
                <P>
                    NSCC proposes to eliminate the use of Level 2 Exemptions in CNS. Level 2 Exemptions are an underutilized functionality in CNS, and NSCC would have to devote significant resources to maintain and update this functionality, particularly as NSCC modernizes its CNS system. NSCC believes that these resources would be better used to maintain, modernize, and enhance the systems, functionality, and services that are more widely and frequently used by its Members.
                    <PRTPAGE P="30540"/>
                </P>
                <P>NSCC proposes to amend the following Rules to reflect the decommissioning of Level 2 Exemptions. NSCC would amend Section D (Controlling Deliveries to CNS) of Procedure VII (CNS Accounting Operation) to remove all procedural language describing or referencing Level 2 Exemptions and Qualified Activity in CNS. Specifically, NSCC would amend Section D.1. of Procedure VII to remove the description of Level 2 Exemptions and Qualified Activity from the Procedures. NSCC would also make conforming changes throughout Section D of Procedure VII to remove references to there being different types of Exemptions in CNS and make other conforming changes necessary to reflect the elimination of Level 2 Exemptions in CNS.</P>
                <P>
                    NSCC performed an assessment of the usage of CNS Level 2 Exemptions, which revealed limited utilization of this functionality across five Members. NSCC performed outreach to the Members currently using Level 2 Exemptions and discussed the alternative tools available to those Members to manage their inventory and control deliveries in CNS. These alternative tools include the use of CNS Level 1 Exemptions, the exemption process in DTC's Inventory Management System (“IMS”),
                    <SU>13</SU>
                    <FTREF/>
                     and Memo Segregation at DTC.
                    <SU>14</SU>
                    <FTREF/>
                     NSCC also announced its plans to decommission Level 2 Exemptions through Important Notice.
                    <SU>15</SU>
                    <FTREF/>
                     There were no material objections or concerns raised by Members. Based on the limited usage of Level 2 Exemptions and the alternative tools available to Members, NSCC believes that decommissioning Level 2 Exemptions would have minimal impact on NSCC and its Members.
                </P>
                <FTNT>
                    <P>
                        <SU>13</SU>
                         DTC's IMS system enables participants to centrally manage their settlement deliveries. IMS provides a staging area for a participant's transactions by offering various inquiry and prioritization options, audit trails and transaction update capabilities. IMS warehouses most participant transactions and introduces them for settlement processing based on transaction type and user-defined profiles.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>14</SU>
                         Participants can protect fully-paid-for customer securities using DTC's Memo Segregation function. Memo Segregation is similar to the Segregation function, which allows a Participant to protect fully-paid-for customer securities by moving them from a free position to a protected (segregated) position. However, whereas Segregation allows a Participant to move only existing positions, Memo Segregation allows the Participant to create memo-segregated positions within its free positions, thus allowing the Participant to protect anticipated, fully-paid-for customer securities. 
                        <E T="03">See</E>
                         DTC Settlement Service Guide, at 40-42, 
                        <E T="03">supra</E>
                         note 9.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>15</SU>
                         
                        <E T="03">See www.dtcc.com/-/media/Files/pdf/2025/4/10/a9580.pdf.</E>
                    </P>
                </FTNT>
                <P>NSCC would work with impacted Members to wind down their use of Level 2 Exemptions in advance of the proposed implementation date (as discussed below); however, any Level 2 Exemptions remaining in effect for the implementation date would be automatically converted to Level 1 Exemptions in order to provide for continued Exemption protections for such positions.</P>
                <HD SOURCE="HD3">Fully-Paid-For Accounts</HD>
                <P>NSCC also proposes to decommission the use of Fully-Paid-For Accounts in CNS. Fully-Paid-For Accounts are underutilized by NSCC Members, and NSCC would have to devote significant resources to maintain and update this functionality, particularly as NSCC modernizes its CNS system. NSCC believes that these resources would be better used to maintain, modernize, and enhance the systems, functionality, and services that are more widely and frequently used by its Members.</P>
                <P>NSCC proposes to amend the following Rules to reflect the proposed decommissioning of Fully-Paid-For Accounts. First, NSCC would remove the entirety of Section E.5. (Fully Paid-For Account) of Procedure VII (CNS Accounting Operation), which describes the Fully-Paid-For Account and procedures for movements of securities into and out of the Long Free Account. Second, NSCC would remove Addendum G (Fully Paid-For Account) from the Rules, which further describes the processes for the movement of securities into and out of the Fully-Paid-For Account. Third, NSCC would make a conforming change to Section 2 of Rule 12 (Settlement) to remove rule text describing the “effective time” for certain actions taken by NSCC pursuant to an instruction given to NSCC by a Member to move a position to its Fully-Paid-For Subaccount. This rule would no longer be applicable upon the decommissioning of Fully-Paid-For Accounts. Finally, NSCC would amend Section H (Miscellaneous CNS Activity) of Procedure VII to remove rule text related to certain prohibitions on Members moving positions in subject securities during a voluntary reorganization between the CNS General Account and that Member's Fully-Paid-For Subaccount. These rules would also no longer be applicable upon the decommissioning of Fully-Paid-For Accounts.</P>
                <P>
                    NSCC performed an assessment of the usage of its Fully-Paid-For Accounts over a recent 60 business day review period. This review showed that fewer than 10 Members currently use the Fully-Paid-For Accounts. The assessment also revealed sporadic usage of the accounts for minimal values across those Members. NSCC performed outreach to the Members currently using Fully-Paid-For Accounts and discussed alternative tools available to Members to assist in managing their customer segregation requirements, such as using Memo Segregation at DTC.
                    <SU>16</SU>
                    <FTREF/>
                     NSCC also announced its plans to decommission Fully-Paid-For Accounts through Important Notice.
                    <SU>17</SU>
                    <FTREF/>
                     There were no material objections or concerns raised by Members. Based on the limited usage of Fully-Paid-For Accounts and the alternatives tools available to Members to assist in managing their customer segregation requirements, NSCC believes that decommissioning Fully-Paid-For Accounts would have minimal impact on NSCC and its Members.
                </P>
                <FTNT>
                    <P>
                        <SU>16</SU>
                         
                        <E T="03">See supra</E>
                         note 14.
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>17</SU>
                         
                        <E T="03">See www.dtcc.com/-/media/Files/pdf/2025/4/10/a9581.pdf.</E>
                    </P>
                </FTNT>
                <P>NSCC would work with impacted Members to wind down their use of Fully-Paid-For Accounts in advance of the proposed implementation date (as discussed below); however, any positions remaining in a Member's Fully-Paid-For Account (or the “E” subaccount) on the implementation date would be automatically moved to the Member's general CNS “A” subaccount.</P>
                <HD SOURCE="HD3">Implementation Timeframe</HD>
                <P>The proposed rule change would be implemented in two phases. The proposed changes concerning Level 2 Exemptions would be implemented on August 28, 2025. The proposed changes concerning Fully-Paid-For Accounts would be implemented on September 11, 2025.</P>
                <HD SOURCE="HD3">2. Statutory Basis</HD>
                <P>
                    NSCC believes that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a registered clearing agency. Section 17A(b)(3)(F) of the Act 
                    <SU>18</SU>
                    <FTREF/>
                     requires that the rules of a clearing agency be designed to, among other things, promote the prompt and accurate clearance and settlement of securities transactions and to assure the safeguarding of securities and funds which are in the custody or control of the clearing agency or for which it is responsible. NSCC believes the proposed rule change is consistent with the requirements of Section 17A(b)(3)(F) of the Act for the reasons stated below.
                </P>
                <FTNT>
                    <P>
                        <SU>18</SU>
                         15 U.S.C. 78q-1(b)(3)(F).
                    </P>
                </FTNT>
                <P>
                    As described above, NSCC continually evaluates the efficiency and effectiveness of the services it provides to its Members. As part of these evaluations, and in furtherance of 
                    <PRTPAGE P="30541"/>
                    NSCC's ongoing modernization efforts, NSCC is seeking to streamline and simplify its services and processes, including through the elimination of underutilized functionality and services. NSCC has identified Level 2 Exemptions and Fully-Paid-For Accounts as two underutilized functionalities of its CNS system. Moreover, there are existing, alternative tools available to Members to assist in managing their inventories, controlling deliveries, and managing their customer segregation requirements. Specifically, in the absence of Level 2 Exemptions, Members can continue to manage their inventory and control deliveries in CNS through the use of CNS Level 1 Exemptions, the exemption process in DTC's IMS system, and Memo Segregation at DTC. In the absence of Fully-Paid-For Accounts, Members can use Memo Segregation at DTC to assist in managing their customer segregation requirements. NSCC therefore believes that existing alternative processes would continue to provide prompt and accurate clearance and settlement of securities transactions and the safeguarding of securities and funds at NSCC. For these reasons, NSCC believes the proposed rule change would continue to promote the prompt and accurate clearance and settlement of securities transactions and assure the safeguarding of securities and funds which are in the custody or control of NSCC or for which it is responsible in accordance with Section 17A(b)(3)(F) of the Act.
                    <SU>19</SU>
                    <FTREF/>
                </P>
                <FTNT>
                    <P>
                        <SU>19</SU>
                         
                        <E T="03">See id.</E>
                    </P>
                </FTNT>
                <HD SOURCE="HD2">(B) Clearing Agency's Statement on Burden on Competition</HD>
                <P>
                    Section 17A(b)(3)(I) of the Act 
                    <SU>20</SU>
                    <FTREF/>
                     requires that the rules of the clearing agency do not impose any burden on competition not necessary or appropriate in furtherance of the Act. NSCC does not believe that the proposed rule change would impose a burden or otherwise have a significant impact on competition. Level 2 Exemptions and Fully-Paid-For Accounts are two underutilized functionalities of CNS which are each used on a limited basis by fewer than 10 Members. NSCC has performed outreach to those Members using Level 2 Exemptions and Fully-Paid-For Accounts to explain the decommissioning of these functionalities in CNS and the alternative tools available to Members. Based on the limited usage of Level 2 Exemptions and Fully-Paid-For Accounts and the alternatives tools available to assist Members in managing their inventories, controlling deliveries, and managing their customer segregation requirements, NSCC believes that decommissioning Level 2 Exemptions and Fully-Paid-For Accounts would have minimal impact on NSCC's Members. NSCC therefore believes the proposed rule change would not impose any burden on competition.
                </P>
                <FTNT>
                    <P>
                        <SU>20</SU>
                         15 U.S.C. 78q-1(b)(3)(I).
                    </P>
                </FTNT>
                <HD SOURCE="HD2">(C) Clearing Agency's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD>
                <P>NSCC has not received or solicited any written comments relating to this proposal. If any written comments are received by NSCC, they will be publicly filed as an Exhibit 2 to this filing, as required by Form 19b-4 and the General Instructions thereto.</P>
                <P>Persons submitting comments are cautioned that, according to Section IV (Solicitation of Comments) of the Exhibit 1A in the General Instructions to Form 19b-4, the Commission does not edit personal identifying information from comment submissions. Commenters should submit only information that they wish to make available publicly, including their name, email address, and any other identifying information.</P>
                <P>
                    All prospective commenters should follow the Commission's instructions on How to Submit a Comment, 
                    <E T="03">available at www.sec.gov/rules-regulations/how-submit-comments.</E>
                     General questions regarding the rule filing process or logistical questions regarding this filing should be directed to the Main Office of the Commission's Division of Trading and Markets at 
                    <E T="03">tradingandmarkets@sec.gov</E>
                     or 202-551-5777.
                </P>
                <P>NSCC reserves the right not to respond to any comments received.</P>
                <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change, and Timing for Commission Action</HD>
                <P>Because the foregoing proposed rule change does not:</P>
                <P>(i) significantly affect the protection of investors or the public interest;</P>
                <P>(ii) impose any significant burden on competition; and</P>
                <P>
                    (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) 
                    <SU>21</SU>
                    <FTREF/>
                     of the Act and Rule 19b-4(f)(6) 
                    <SU>22</SU>
                    <FTREF/>
                     thereunder.
                </P>
                <FTNT>
                    <P>
                        <SU>21</SU>
                         15 U.S.C. 78s(b)(3)(A).
                    </P>
                </FTNT>
                <FTNT>
                    <P>
                        <SU>22</SU>
                         17 CFR 240.19b-4(f)(6).
                    </P>
                </FTNT>
                <P>At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.</P>
                <HD SOURCE="HD1">IV. Solicitation of Comments</HD>
                <P>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:</P>
                <HD SOURCE="HD2">Electronic Comments</HD>
                <P>
                    • Use the Commission's internet comment form (
                    <E T="03">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</E>
                    ); or
                </P>
                <P>
                    • Send an email to 
                    <E T="03">rule-comments@sec.gov.</E>
                     Please include File Number SR-NSCC-2025-010 on the subject line.
                </P>
                <HD SOURCE="HD2">Paper Comments</HD>
                <P>• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.</P>
                <FP>
                    All submissions should refer to File Number SR-NSCC-2025-010. 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 (
                    <E T="03">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</E>
                    ). 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 NSCC and on DTCC's website (
                    <E T="03">www.dtcc.com/legal/sec-rule-filings</E>
                    ). 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 
                    <PRTPAGE P="30542"/>
                    obscene or subject to copyright protection. All submissions should refer to File Number SR-NSCC-2025-010 and should be submitted on or before July 30, 2025.
                </FP>
                <SIG>
                    <P>
                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.
                        <SU>23</SU>
                        <FTREF/>
                    </P>
                    <FTNT>
                        <P>
                            <SU>23</SU>
                             17 CFR 200.30-3(a)(12).
                        </P>
                    </FTNT>
                    <NAME>Sherry R. Haywood,</NAME>
                    <TITLE>Assistant Secretary.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12716 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8011-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">SMALL BUSINESS ADMINISTRATION</AGENCY>
                <DEPDOC>[Disaster Declaration #21176 and #21177; TEXAS Disaster Number TX-20058]</DEPDOC>
                <SUBJECT>Presidential Declaration of a Major Disaster for Public Assistance Only for the State of Texas</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>U.S. Small Business Administration.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>This is a Notice of the Presidential declaration of a major disaster for Public Assistance Only for the State of Texas (FEMA-4879-DR), dated July 6, 2025.</P>
                    <P>
                        <E T="03">Incident:</E>
                         Severe Storms, Straight-line Winds, and Flooding.
                    </P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Issued on July 6, 2025.</P>
                    <P>
                        <E T="03">Incident Period:</E>
                         July 2, 2025 and continuing.
                    </P>
                    <P>
                        <E T="03">Physical Loan Application Deadline Date:</E>
                         September 5, 2025.
                    </P>
                    <P>
                        <E T="03">Economic Injury (EIDL) Loan Application Deadline Date:</E>
                         April 6, 2026.
                    </P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Visit the MySBA Loan Portal at 
                        <E T="03">https://lending.sba.gov</E>
                         to apply for a disaster assistance loan.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Sharon Henderson, Office of Disaster Recovery &amp; Resilience, U.S. Small Business Administration, 409 3rd Street SW, Suite 6050, Washington, DC 20416, (202) 205-6734.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    Notice is hereby given that as a result of the President's major disaster declaration on July 6, 2025, Private Non-Profit organizations that provide essential services of a governmental nature may file disaster loan applications online using the MySBA Loan Portal 
                    <E T="03">https://lending.sba.gov</E>
                     or other locally announced locations. Please contact the SBA disaster assistance customer service center by email at 
                    <E T="03">disastercustomerservice@sba.gov</E>
                     or by phone at 1-800-659-2955 for further assistance.
                </P>
                <P>The following areas have been determined to be adversely affected by the disaster:</P>
                <FP SOURCE="FP-2">
                    <E T="03">Primary Counties:</E>
                     Kerr.
                </FP>
                <P>The Interest Rates are:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s25,8">
                    <TTITLE> </TTITLE>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1">Percent</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="22">
                            <E T="03">For Physical Damage:</E>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Non-Profit Organizations with Credit Available Elsewhere </ENT>
                        <ENT>3.625</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Non-Profit Organizations without Credit Available Elsewhere</ENT>
                        <ENT>3.625</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">
                            <E T="03">For Economic Injury:</E>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Non-Profit Organizations without Credit Available Elsewhere</ENT>
                        <ENT>3.625</ENT>
                    </ROW>
                </GPOTABLE>
                <P>The number assigned to this disaster for physical damage is 211766 and for economic injury is 211770.</P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance Number 59008)</FP>
                    <FP>(Authority: 13 CFR 123.3(b).)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>James Stallings,</NAME>
                    <TITLE>Associate Administrator, Office of Disaster Recovery &amp; Resilience.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12769 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8026-09-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SMALL BUSINESS ADMINISTRATION</AGENCY>
                <DEPDOC>[Disaster Declaration #21174 and #21175; TEXAS Disaster Number TX-20057]</DEPDOC>
                <SUBJECT>Presidential Declaration of a Major Disaster for the State of Texas</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>U.S. Small Business Administration.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>This is a Notice of the Presidential declaration of a major disaster for the State of Texas (FEMA-4879-DR),  dated July 6, 2025.</P>
                    <P>
                        <E T="03">Incident:</E>
                         Severe Storms, Straight-line Winds, and Flooding.
                    </P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Issued on July 6, 2025.</P>
                    <P>
                        <E T="03">Incident Period:</E>
                         July 2, 2025, and continuing.
                    </P>
                    <P>
                        <E T="03">Physical Loan Application Deadline Date:</E>
                         September 5, 2025.
                    </P>
                    <P>
                        <E T="03">Economic Injury (EIDL) Loan Application Deadline Date:</E>
                         April 6, 2026.
                    </P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        <E T="03">Visit the MySBA Loan Portal at https://lending.sba.gov</E>
                         to apply for a disaster assistance loan.
                    </P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Sharon Henderson, Office of Disaster Recovery &amp; Resilience, U.S. Small Business Administration, 409 3rd Street SW, Suite 6050, Washington, DC 20416, (202) 205-6734.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>
                    Notice is hereby given that as a result of the President's major disaster declaration on July 6, 2025, applications for disaster loans may be submitted online using the MySBA Loan Portal 
                    <E T="03">https://lending.sba.gov</E>
                     or other locally announced locations. Please contact the SBA disaster assistance customer service center by email at 
                    <E T="03">disastercustomerservice@sba.gov</E>
                     or by phone at 1-800-659-2955 for further assistance.
                </P>
                <P>The following areas have been determined to be adversely affected by the disaster:</P>
                <FP SOURCE="FP-2">
                    <E T="03">Primary Counties (Physical Damage and Economic Injury Loans):</E>
                </FP>
                <FP SOURCE="FP1-2">Kerr.</FP>
                <FP SOURCE="FP-2">
                    <E T="03">Contiguous Counties (Economic Injury Loans Only):</E>
                </FP>
                <FP SOURCE="FP1-2">Texas: Bandera, Edwards, Gillespie, Kendall, Kimble, Real.</FP>
                <P>The Interest Rates are:</P>
                <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s25,8">
                    <TTITLE> </TTITLE>
                    <TDESC/>
                    <BOXHD>
                        <CHED H="1"> </CHED>
                        <CHED H="1">Percent</CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="22">
                            <E T="03">For Physical Damage:</E>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Homeowners with Credit Available Elsewhere</ENT>
                        <ENT>5.625</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Homeowners without Credit Available Elsewhere</ENT>
                        <ENT>2.813</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Businesses with Credit Available Elsewhere </ENT>
                        <ENT>8.000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Businesses without Credit Available Elsewhere </ENT>
                        <ENT>4.000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Non-Profit Organizations with Credit Available Elsewhere </ENT>
                        <ENT>3.625</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Non-Profit Organizations without Credit Available Elsewhere </ENT>
                        <ENT>3.625</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="22">
                            <E T="03">For Economic Injury:</E>
                        </ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Business and Small Agricultural Cooperatives without Credit Available Elsewhere </ENT>
                        <ENT>4.000</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="02">Non-Profit Organizations without Credit Available Elsewhere </ENT>
                        <ENT>3.625</ENT>
                    </ROW>
                </GPOTABLE>
                <P>The number assigned to this disaster for physical damage is 211746 and for economic injury is 211750.</P>
                <EXTRACT>
                    <FP>(Catalog of Federal Domestic Assistance Number 59008)</FP>
                    <FP>(Authority: 13 CFR 123.3(b).)</FP>
                </EXTRACT>
                <SIG>
                    <NAME>James Stallings,</NAME>
                    <TITLE>Associate Administrator, Office of Disaster Recovery &amp; Resilience.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12730 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8026-09-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SMALL BUSINESS ADMINISTRATION</AGENCY>
                <SUBJECT>SBIC License Issuance</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>U.S. Small Business Administration.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of Small Business Investment Company (SBIC) Licenses.</P>
                </ACT>
                <SUM>
                    <PRTPAGE P="30543"/>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>
                        Pursuant to the authority granted to the United States Small Business Administration under section 301(c) of the Small Business Investment Act of 1958, as amended, to grant Small Business Investment Company licenses under the Small Business Investment Company Program, this notice satisfies the requirement effective August 17, 2023 under 13 CFR 107.501(a) to publish in the 
                        <E T="04">Federal Register</E>
                         the names of SBICs with date of licensure and Total Intended Leverage Commitments. The following SBICs received SBIC licenses as of the date indicated below:
                    </P>
                </SUM>
                <GPOTABLE COLS="3" OPTS="L2,nj,tp0,i1" CDEF="s100,17,16">
                    <BOXHD>
                        <CHED H="1">SBIC fund name</CHED>
                        <CHED H="1">Date of licensure</CHED>
                        <CHED H="1">
                            Leverage tiers 
                            <SU>1</SU>
                        </CHED>
                    </BOXHD>
                    <ROW>
                        <ENT I="01">Hoist Capital Partners SBIC I, L.P</ENT>
                        <ENT>5/20/2025</ENT>
                        <ENT>2.00x</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Plexus Fund VII-A, L.P</ENT>
                        <ENT>6/3/2025</ENT>
                        <ENT>2.00x</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">Caltius Equity Partners V, L.P</ENT>
                        <ENT>6/10/2025</ENT>
                        <ENT>1.25x</ENT>
                    </ROW>
                    <ROW>
                        <ENT I="01">CCP VI-SBIC, L.P</ENT>
                        <ENT>6/22/2025</ENT>
                        <ENT>2.00x</ENT>
                    </ROW>
                    <TNOTE>
                        <SU>1</SU>
                        Maximum amount of Leverage expressed as a multiple of Leverageable Capital pursuant to 13 CFR 107.1150.
                    </TNOTE>
                </GPOTABLE>
                <SIG>
                    <NAME>Paul Van Eyl,</NAME>
                    <TITLE>Director of Policy, Office of Investment and Innovation, U.S. Small Business Administration.</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12727 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 8026-09-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF STATE</AGENCY>
                <DEPDOC>[Public Notice: 12758]</DEPDOC>
                <SUBJECT>60-Day Notice of Proposed Information Collection: Application for Immigrant Visa and Alien Registration</SUBJECT>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of request for public comment.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Department of State is seeking Office of Management and Budget (OMB) approval for the information collection described below. In accordance with the Paperwork Reduction Act of 1995, we are requesting comments on this collection from all interested individuals and organizations. The purpose of this notice is to allow 60 days for public comment preceding submission of the collection to OMB.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>The Department will accept comments from the public up to September 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>You may submit comments by any of the following methods:</P>
                    <P>
                        • 
                        <E T="03">Web:</E>
                         Persons with access to the internet may comment on this notice by going to 
                        <E T="03">www.Regulations.gov.</E>
                         You can search for the document by entering “Docket Number: DOS-2025-0073” in the Search field. Then click the “Comment Now” button and complete the comment form.
                    </P>
                    <P>
                        • 
                        <E T="03">Email: PRA_BurdenComments@state.gov.</E>
                    </P>
                    <P>
                        • 
                        <E T="03">Regular Mail:</E>
                         Send written comments to: Senior Regulatory Coordinator, Visa Services, Department of State, 600 19th St. NW, Washington, DC 20006.
                    </P>
                    <P>You must include the DS form number (if applicable), information collection title, and the OMB control number in any correspondence.</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        Direct requests for additional information regarding the collection listed in this notice, including requests for copies of the proposed collection instrument and supporting documents, to Information Collections Coordinator, Visa Services, Department of State, 600 19th St. NW, Washington, DC 20006, who may be reached on (202) 485-7611 or at 
                        <E T="03">PRA_BurdenComments@state.gov.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P/>
                <P>
                    • 
                    <E T="03">Title of Information Collection:</E>
                     Application for Immigrant Visa and Alien Registration.
                </P>
                <P>
                    • 
                    <E T="03">OMB Control Number:</E>
                     1405-0185.
                </P>
                <P>
                    • 
                    <E T="03">Type of Request:</E>
                     Revision of a currently approved collection.
                </P>
                <P>
                    • 
                    <E T="03">Originating Office:</E>
                     CA/VO.
                </P>
                <P>
                    • 
                    <E T="03">Form Number:</E>
                     DS-260.
                </P>
                <P>
                    • 
                    <E T="03">Respondents:</E>
                     Immigrant Visa Applicants.
                </P>
                <P>
                    • 
                    <E T="03">Estimated Number of Respondents:</E>
                     460,000.
                </P>
                <P>
                    • 
                    <E T="03">Estimated Number of Responses:</E>
                     460,000.
                </P>
                <P>
                    • 
                    <E T="03">Average Time per Response:</E>
                     155 minutes.
                </P>
                <P>
                    • 
                    <E T="03">Total Estimated Burden Time:</E>
                     1,188,333 hours.
                </P>
                <P>
                    • 
                    <E T="03">Frequency:</E>
                     Once per Application.
                </P>
                <P>
                    • 
                    <E T="03">Obligation to Respond:</E>
                     Required to Obtain or Retain a Benefit.
                </P>
                <P>We are soliciting public comments to permit the Department to:</P>
                <P>• Evaluate whether the proposed information collection is necessary for the proper functions of the Department.</P>
                <P>• Evaluate the accuracy of our estimate of the time and cost burden for this proposed collection, including the validity of the methodology and assumptions used.</P>
                <P>• Enhance the quality, utility, and clarity of the information to be collected.</P>
                <P>• Minimize the reporting burden on those who are to respond, including the use of automated collection techniques or other forms of information technology.</P>
                <P>Please note that comments submitted in response to this Notice are public record. Before including any detailed personal information, you should be aware that your comments as submitted, including your personal information, will be available for public review.</P>
                <HD SOURCE="HD1">Abstract of Proposed Collection</HD>
                <P>The Department uses the Electronic Application for Immigrant Visa and Alien Registration (DS-260) to obtain the information needed to fulfill the legal requirements for the issuance of an immigrant visa (IV). The information required on the form is limited to what is necessary for consular officers to determine the eligibility and classification of an individual seeking an IV to the United States. Please note this information collection will no longer seek to renew the paper version of the form (DS-230), which will be discontinued effective November 1, 2025.</P>
                <HD SOURCE="HD1">Methodology</HD>
                <P>The DS-260 is submitted electronically over an encrypted connection to the Department via the internet. The applicant will be instructed to print a confirmation page containing a barcoded record locator, which will be physically scanned at the time of processing.</P>
                <SIG>
                    <NAME>Stuart R Wilson,</NAME>
                    <TITLE>Deputy Assistant Secretary for Visa Services, Bureau of Consular Affairs, Department of State.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12729 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4710-06-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">SURFACE TRANSPORTATION BOARD</AGENCY>
                <DEPDOC>[Docket No. EP 670 (Sub-No. 2)]</DEPDOC>
                <SUBJECT>Notice of Rail Energy Transportation Advisory Committee Vacancies</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Surface Transportation Board.</P>
                </AGY>
                <ACT>
                    <PRTPAGE P="30544"/>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of vacancies on federal advisory committee and solicitation of nominations.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Surface Transportation Board (Board) hereby gives notice of nine vacancies on its Rail Energy Transportation Advisory Committee (RETAC) for one representative from Canadian Pacific Kansas City Limited; one representative from CSX Transportation, Inc.; one representative from Class II and III railroads; two representatives from electric utilities; one representative from biofuel feedstock growers or providers and biofuel refiners, processors, and distributors; two representatives from the petroleum shipping industry; and one at-large representative. The Board is soliciting nominations from the public for candidates to fill these vacancies.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Nominations for candidates for membership on RETAC are due August 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>Nominations may be submitted via e-filing on the Board's website under Docket No. EP 670 (Sub-No. 2).</P>
                </ADD>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Elizabeth McGrath at 202-748-4566. If you require an accommodation under the Americans with Disabilities Act, please call (202) 245-0245.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The Board exercises broad authority over transportation by rail carriers, including regulation of railroad rates, practices, and service issues, (49 U.S.C. 10701-47, 11101-24), the construction, acquisition, operation, and abandonment of rail lines, (49 U.S.C. 10901-07), as well as railroad line sales, consolidations, mergers, and common control arrangements, (49 U.S.C. 10902, 11323-27).</P>
                <P>The Board established RETAC in 2007 as a federal advisory committee consisting of a balanced cross-section of energy and rail industry stakeholders to provide independent, candid policy advice to the Board and to foster open, effective communication among the affected interests on issues such as rail performance, capacity constraints, infrastructure planning and development, and effective coordination among suppliers, railroads, and users of energy resources. RETAC operates under the Federal Advisory Committee Act (5 U.S.C. Chapter 10).</P>
                <P>
                    RETAC's membership is balanced and representative of interested and affected parties, consisting of not less than: one representative from each of the Class I railroads; three representatives from Class II and III railroads; three representatives from coal producers; five representatives from electric utilities (including at least one rural electric cooperative and one state- or municipally-owned utility); four representatives from biofuel feedstock growers or providers and biofuel refiners, processors, and distributors; two representatives from private car owners, car lessors, or car manufacturers; three representatives from the petroleum shipping industry; two representatives from renewable energy sources; and one representative from a labor organization.
                    <SU>1</SU>
                    <FTREF/>
                     The Committee may also include up to two at large members with relevant experience but not necessarily affiliated with one of the aforementioned industries or sectors.
                </P>
                <FTNT>
                    <P>
                        <SU>1</SU>
                         This membership breakdown reflects the addition of two Class I railroad seats (to include all six Class Is) and two additional petroleum shipping industry seats, to improve the representative balance of individuals experienced in issues affecting the transportation of energy resources. An updated RETAC charter is forthcoming.
                    </P>
                </FTNT>
                <P>
                    Members are selected by the Chairman of the Board with the concurrence of a majority of the Board. The Chairman may invite representatives from the U.S. Departments of Agriculture, Energy, and Transportation and the Federal Energy Regulatory Commission to serve on RETAC in advisory capacities as 
                    <E T="03">ex officio</E>
                     (non-voting) members. The members of the Board serve as 
                    <E T="03">ex officio</E>
                     members of the Committee.
                </P>
                <P>
                    RETAC meets at least twice per year. Meetings are typically held at the Board's headquarters in Washington, DC, but may be held virtually or in other locations. Members of RETAC serve without compensation and without reimbursement of travel expenses. Further information about RETAC is available on the RETAC page of the Board's website at 
                    <E T="03">www.stb.gov/resources/stakeholder-committees/retac/.</E>
                </P>
                <P>
                    The Board is soliciting nominations from the public for candidates to fill nine vacancies RETAC, including one representative from Canadian Pacific Kansas City Limited; one representative from CSX Transportation, Inc.; one representative from Class II and III railroads; two representatives from electric utilities; one representative from biofuel feedstock growers or providers and biofuel refiners, processors, and distributors; two representatives from the petroleum shipping industry; and one at-large representative. All the vacancies are for three-year terms ending September 30, 2028. According to revised guidance issued by the Office of Management and Budget, it is permissible for federally registered lobbyists to serve on advisory committees, such as RETAC, as long as they do so in a representative capacity, rather than an individual capacity. 
                    <E T="03">See Revised Guidance on Appointment of Lobbyists to Fed. Advisory Comms., Bds., &amp; Comm'ns,</E>
                     79 FR 47,482 (Aug. 13, 2014). Members of RETAC are appointed to serve in a representative capacity.
                </P>
                <P>Nominations for candidates to fill the vacancies should be filed in letter form and should include: (1) the name, position, and business contact information of the candidate to include email address and phone number; (2) the interest the candidate will represent; (3) a summary of the candidate's experience and qualifications for the position; (4) a representation that the candidate is willing to serve as a member of RETAC; and, (5) a statement that the candidate agrees to serve in a representative capacity. Candidates may nominate themselves. Nominations should be filed with the Board by August 8, 2025. Please note that submissions will be posted publicly on the Board's website under Docket No. EP 670 (Sub-No. 2).</P>
                <P>
                    <E T="03">Authority:</E>
                     49 U.S.C. 1321; 49 U.S.C. 11101; 49 U.S.C. 11121.
                </P>
                <SIG>
                    <DATED>Decided: July 3, 2025.</DATED>
                    <P>By the Board, Scott M. Zimmerman, Acting Director, Office of Proceedings.</P>
                    <NAME>Zantori Dickerson,</NAME>
                    <TITLE>Clearance Clerk.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12706 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4915-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">SURFACE TRANSPORTATION BOARD</AGENCY>
                <DEPDOC>[Docket No. EP 526 (Sub-No. 23)]</DEPDOC>
                <SUBJECT>Notice of Railroad-Shipper Transportation Advisory Council Vacancies</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Surface Transportation Board (Board).</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice of vacancies on the Railroad-Shipper Transportation Advisory Council (RSTAC) and solicitation of nominations.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The Board hereby gives notice of vacancies on RSTAC for a small railroad representative and a small shipper representative. The Board seeks nominations for candidates to fill these vacancies.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>Nominations are due on August 8, 2025.</P>
                </DATES>
                <ADD>
                    <HD SOURCE="HED">ADDRESSES:</HD>
                    <P>
                        Nominations may be submitted via e-filing on the Board's website at 
                        <E T="03">www.stb.gov.</E>
                         Submissions will be posted to the Board's website under Docket No. EP 526 (Sub-No. 23).
                    </P>
                </ADD>
                <FURINF>
                    <PRTPAGE P="30545"/>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>Stephanie Lyons at (202) 997-7813. If you require an accommodation under the Americans with Disabilities Act, please call (202) 245-0245.</P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <P>The Board, created in 1996 to take over many of the functions previously performed by the Interstate Commerce Commission, exercises broad authority over transportation by rail carriers, including regulation of railroad rates, practices, and service issues, (49 U.S.C. 10701-47, 11101-24), the construction, acquisition, operation, and abandonment of rail lines (49 U.S.C. 10901-07), as well as railroad line sales, consolidations, mergers, and common control arrangements, (49 U.S.C. 10902, 11323-27).</P>
                <P>The ICC Termination Act of 1995 (ICCTA), enacted on December 29, 1995, established RSTAC to advise the Board's Chairman; the Secretary of Transportation; the Committee on Commerce, Science, and Transportation of the Senate; and the Committee on Transportation and Infrastructure of the House of Representatives with respect to rail transportation policy issues RSTAC considers significant. RSTAC focuses on issues of importance to small shippers and small railroads. ICCTA instructs RSTAC to endeavor to develop private sector mechanisms to prevent, or identify and address, obstacles to the most effective and efficient transportation system practicable. The members of RSTAC also prepare an annual report concerning RSTAC's activities. RSTAC is not subject to the Federal Advisory Committee Act.</P>
                <P>RSTAC's 15 appointed members include representatives of small and large shippers, and small and large railroads. These members are appointed by the Chairman of the Board. In addition, members of the Board and the Secretary of Transportation serve as ex officio members. Of the 15 appointed members, nine are voting members and are appointed from senior executive officers of organizations engaged in the railroad and rail shipping industries. At least four of the voting members must be representatives of small shippers as determined by the Chairman of the Board, and at least four of the voting members must be representatives of Class II or III railroads. The remaining voting member has traditionally been an at-large representative. The other six members—three representing Class I railroads and three representing large shipper organizations—serve in a nonvoting, advisory capacity, but may participate in RSTAC deliberations.</P>
                <P>Meetings of RSTAC are required by statute to be held at least semi-annually. RSTAC typically holds meetings quarterly at the Board's headquarters in Washington, DC, although some meetings are held virtually or in other locations.</P>
                <P>The members of RSTAC receive no compensation for their services and are required to provide for the expenses incidental to their service, including travel expenses. Currently, RSTAC members have elected to submit annual dues to pay for certain RSTAC expenses.</P>
                <P>
                    RSTAC members must be citizens of the United States and represent as broadly as practicable the various segments of the railroad and rail shipper industries. They may not be full-time employees of the United States Government. According to revised guidance issued by the Office of Management and Budget, it is permissible for federally registered lobbyists to serve on advisory committees, such as RSTAC, as long as they do so in a representative capacity, rather than an individual capacity. 
                    <E T="03">See Revised Guidance on Appointment of Lobbyists to Fed. Advisory Comms., Bds., &amp; Comm'ns,</E>
                     79 FR 47,482 (Aug. 13, 2014). Members of RSTAC are appointed to serve in a representative capacity.
                </P>
                <P>Each RSTAC member is appointed for a term of three years. No member will be eligible to serve in excess of two consecutive terms. However, a member may serve after the expiration of his or her term until a successor has taken office.</P>
                <P>Due to the retirement and resignation of a small railroad representative and the expiration of the term of a small shipper representative, the Board is seeking to fill two RSTAC positions. Nominations for candidates to fill either vacancy should be submitted in letter form, identifying the name of the candidate and the vacancy for which the candidate is being nominated, providing a summary of why the candidate is qualified to serve on RSTAC, and containing representations that the candidate is willing to serve as an RSTAC member effective immediately upon appointment. Candidates may nominate themselves. RSTAC candidate nominations should be filed with the Board by August 8, 2025. Members selected to serve on RSTAC are chosen at the discretion of the Board's Chairman.</P>
                <P>
                    Please note that submissions will be posted on the Board's website under Docket No. EP 526 (Sub-No. 23) and can also be obtained by contacting the Office of Public Assistance, Governmental Affairs, and Compliance at 
                    <E T="03">RCPA@stb.gov</E>
                     or (202) 245-0238.
                </P>
                <P>
                    <E T="03">Authority:</E>
                     49 U.S.C. 1325.
                </P>
                <SIG>
                    <DATED>Decided: July 3, 2025.</DATED>
                    <P>By the Board, Scott M. Zimmerman, Acting Director, Office of Proceedings.</P>
                    <NAME>Zantori Dickerson,</NAME>
                    <TITLE>Clearance Clerk.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12705 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4915-01-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="N">DEPARTMENT OF THE TREASURY</AGENCY>
                <SUBAGY>Office of Foreign Assets Control</SUBAGY>
                <SUBJECT>Notice of OFAC Sanctions Action</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Foreign Assets Control, Treasury.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) is publishing the names of one or more persons and vessels that have been placed on OFAC's Specially Designated Nationals and Blocked Persons List (SDN List) based on OFAC's determination that one or more applicable legal criteria were satisfied. All property and interests in property subject to U.S. jurisdiction of these persons are blocked, and U.S. persons are generally prohibited from engaging in transactions with them. The vessels placed on the SDN List have been identified as property in which a blocked person has an interest.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>This action was issued on July 3, 2025. See Supplementary Information for relevant dates.</P>
                </DATES>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        OFAC: Associate Director for Global Targeting, 202-622-2420; Assistant Director for Licensing, 202-622-2480; Assistant Director for Sanctions Compliance, 202-622-2490 or 
                        <E T="03">https://ofac.treasury.gov/contact-ofac.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">Electronic Availability</HD>
                <P>
                    The SDN List and additional information concerning OFAC sanctions programs are available on OFAC's website: 
                    <E T="03">https://ofac.treasury.gov.</E>
                </P>
                <HD SOURCE="HD1">Notice of OFAC Action</HD>
                <P>On July 3, 2025, OFAC determined that the property and interests in property subject to U.S. jurisdiction of the following persons are blocked under the relevant sanctions authority listed below.</P>
                <HD SOURCE="HD1">Entities</HD>
                <P>
                    1. TRANS ARCTIC GLOBAL MARINE SERVICES PTE. LTD., Harbourfront 
                    <PRTPAGE P="30546"/>
                    Centre, 1 Maritime Square #12-19, 099253, Singapore; website 
                    <E T="03">tagmspl.com;</E>
                     Organization Established Date 20 May 2014; Identification Number 201414505H (Singapore) [IRAN-EO13902].
                </P>
                <P>Designated pursuant to section 1(a)(i) of Executive Order 13902 of January 10, 2020, “Imposing Sanctions With Respect to Additional Sectors of Iran,” 85 FR 2003, 3 CFR, 2020 Comp., p. 299 (E.O. 13902), for operating in the petroleum sector of the Iranian economy.</P>
                <P>2. EGIR SHIPPING LTD, Suite 10, 3rd Floor, La Ciotat, Mont Fleuri, Mahe Island, Seychelles; Identification Number IMO 0025596 [IRAN-EO13902].</P>
                <P>Designated pursuant to section 1(a)(i) of E.O. 13902 for operating in the petroleum sector of the Iranian economy.</P>
                <P>3. FOTIS LINES INCORPORATED, Trust Company Complex, Ajeltake Road, Majuro, Ajeltake Island 96960, Marshall Islands; Organization Established Date 30 Apr 2024; Identification Number IMO 6500031; Company Number 125700 (Marshall Islands) [IRAN-EO13902].</P>
                <P>Designated pursuant to section 1(a)(i) of E.O. 13902 for operating in the petroleum sector of the Iranian economy.</P>
                <P>4. THEMIS LIMITED, Trust Company Complex, Ajeltake Road, Majuro, Ajeltake Island 96960, Marshall Islands; Organization Established Date 21 May 2020; Identification Number IMO 6163123; Company Number 104990 (Marshall Islands) [IRAN-EO13902].</P>
                <P>Designated pursuant to section 1(a)(i) of E.O. 13902 for operating in the petroleum sector of the Iranian economy.</P>
                <P>5. BETENSH GLOBAL INVESTMENT LIMITED AND DONG DONG SHIPPING LIMITED (a.k.a. BETENSH GLOBAL INVESTMENT &amp; DONG DONG SHIPPING LIMITED), Road Town, Tortola, Virgin Islands, British; Organization Established Date 2024; Identification Number IMO 6508071 [IRAN-EO13902].</P>
                <P>Designated pursuant to section 1(a)(i) of E.O. 13902 for operating in the petroleum sector of the Iranian economy.</P>
                <BILCOD>BILLING CODE 4810-AL-P</BILCOD>
                <GPH SPAN="3" DEEP="640">
                    <PRTPAGE P="30547"/>
                    <GID>EN09JY25.000</GID>
                </GPH>
                <GPH SPAN="3" DEEP="206">
                    <PRTPAGE P="30548"/>
                    <GID>EN09JY25.001</GID>
                </GPH>
                <BILCOD>BILLING CODE 4810-AL-C</BILCOD>
                <P>
                    12. DIMA SHIPPING AND TRADING COMPANY (a.k.a. DIMA SHIPPING &amp; TRADING COMPANY; a.k.a. DIMA SHIPPING AND TRADING CO), 1305 Sokak, Gazi Mah, 
                    <FR>9/5</FR>
                    , Yenisehir, Mersin, Mersin 33130, Turkey; Liberia; Secondary sanctions risk: section 1(b) of Executive Order 13224, as amended by Executive Order 13886; Organization Established Date 2023; Organization Type: Sea and coastal freight water transport; Identification Number IMO 6414273 [SDGT] (Linked To: AL-QATIRJI COMPANY).
                </P>
                <P>Designated pursuant to section 1(a)(iii)(C) of Executive Order 13224 of September 23, 2001, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism,” 66 FR 49079, as amended by Executive Order 13886 of September 9, 2019, “Modernizing Sanctions To Combat Terrorism,” 84 FR 48041 (E.O. 13224, as amended), for having materially assisted, sponsored, or provided financial, material, or technological support for, or goods or services to or in support of, AL-QATIRJI COMPANY, a person whose property and interests in property are blocked pursuant to E.O. 13224, as amended.</P>
                <P>13. GRAT SHIPPING CO LTD, Victoria, Mahe Island, Seychelles; Secondary sanctions risk: section 1(b) of Executive Order 13224, as amended by Executive Order 13886; Organization Established Date 2022; Organization Type: Sea and coastal freight water transport; Identification Number IMO 6331263 [SDGT] (Linked To: AL-QATIRJI COMPANY).</P>
                <P>Designated pursuant to section 1(a)(iii)(C) of E.O. 13224, as amended, for having materially assisted, sponsored, or provided financial, material, or technological support for, or goods or services to or in support of, AL-QATIRJI COMPANY.</P>
                <P>14. WHITE SANDS SHIPMANAGEMENT CORP., Suite 10, 3rd Floor, La Ciotat, Mont Fleuri, Seychelles; Secondary sanctions risk: section 1(b) of Executive Order 13224, as amended by Executive Order 13886; Organization Established Date 21 Apr 2023; Organization Type: Sea and coastal freight water transport; Identification Number IMO 6405037 [SDGT] (Linked To: AL-QATIRJI COMPANY).</P>
                <P>Designated pursuant to section 1(a)(iii)(C) of E.O. 13224, as amended, for having materially assisted, sponsored, or provided financial, material, or technological support for, or goods or services to or in support of, AL-QATIRJI COMPANY.</P>
                <HD SOURCE="HD1">Individual</HD>
                <P>1. SAID, Salim Ahmed (a.k.a. OMEED, Salam; a.k.a. SAEED, Mohammed; a.k.a. SALEM, Omed; a.k.a. `UMED, Salim; a.k.a. `UMEED, Salim), Villa D-24 The Palm Jumeirah, Dubai, United Arab Emirates; DOB 04 Dec 1977; POB Chardgloo, Iraq; nationality United Kingdom; Gender Male; Passport 513075044 (United Kingdom) expires 08 Mar 2026; alt. Passport 556957176 (United Kingdom) expires 28 Jan 2029; National ID No. 784197736807633 (United Kingdom) (individual) [IRAN-EO13902].</P>
                <P>Designated pursuant to section 1(a)(i) of E.O. 13902 for operating in the petroleum sector of the Iranian economy.</P>
                <P>On July 3, 2025, OFAC also identified the following vessels as property in which a blocked person has an interest under the relevant sanctions authority listed below.</P>
                <HD SOURCE="HD1">Vessels</HD>
                <P>1. FOTIS (D6A3948) LPG Tanker Comoros flag; Vessel Year of Build 2006; Vessel Registration Identification IMO 9306548; MMSI 620999948 (vessel) [IRAN-EO13902] (Linked To: FOTIS LINES INCORPORATED).</P>
                <P>Identified as property in which FOTIS LINES INCORPORATED, a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <P>2. THEMIS (3EFU8) Crude Oil Tanker Panama flag; Vessel Year of Build 2002; Vessel Registration Identification IMO 9264570; MMSI 353744000 (vessel) [IRAN-EO13902] (Linked To: THEMIS LIMITED).</P>
                <P>Identified as property in which THEMIS LIMITED, a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <P>3. VIZURI (TJMC707) Crude Oil Tanker Cameroon flag; Vessel Year of Build 2000; Vessel Registration Identification IMO 9197909; MMSI 613742000 (vessel) [IRAN-EO13902] (Linked To: EGIR SHIPPING LTD).</P>
                <P>Identified as property in which EGIR SHIPPING LTD, a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <P>
                    4. BIANCA JOYSEL (3E2106) Crude Oil Tanker Panama flag; Vessel Year of Build 2002; Vessel Registration Identification IMO 9196632; MMSI 352001069 (vessel) [IRAN-EO13902] (Linked To: BETENSH GLOBAL INVESTMENT LIMITED AND DONG DONG SHIPPING LIMITED).
                    <PRTPAGE P="30549"/>
                </P>
                <P>Identified as property in which BETENSH GLOBAL INVESTMENT LIMITED AND DONG DONG SHIPPING LIMITED, a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <P>5. DIJILAH (V7A2015) Crude Oil Tanker Marshall Islands flag; Vessel Year of Build 2019; Vessel Registration Identification IMO 9829629; MMSI 538008147 (vessel) [IRAN-EO13902] (Linked To: VS TANKERS FREE ZONE ENTITY—F.Z.E DMCC BRANCH).</P>
                <P>Identified as property in which VS TANKERS FREE ZONE ENTITY—F.Z.E DMCC BRANCH, a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <P>6. ATILA (TJM0033) Crude Oil Tanker Cameroon flag; Secondary sanctions risk: section 1(b) of Executive Order 13224, as amended by Executive Order 13886; Vessel Year of Build 2003; Vessel Registration Identification IMO 9262754; MMSI 613769400 (vessel) [SDGT] (Linked To: GRAT SHIPPING CO LTD).</P>
                <P>Identified as property in which GRAT SHIPPING CO LTD, a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <P>7. ELIZABET (TJMC263) Crude Oil Tanker Cameroon flag; Secondary sanctions risk: section 1(b) of Executive Order 13224, as amended by Executive Order 13886; Vessel Year of Build 2000; Vessel Registration Identification IMO 9216717; MMSI 613001301 (vessel) [SDGT] (Linked To: WHITE SANDS SHIPMANAGEMENT CORP.).</P>
                <P>Identified as property in which WHITE SANDS SHIPMANAGEMENT CORP., a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <P>8. GAS MARYAM (T8A4824) LPG Tanker Palau flag; Secondary sanctions risk: section 1(b) of Executive Order 13224, as amended by Executive Order 13886; Vessel Year of Build 1996; Vessel Registration Identification IMO 9108099; MMSI 511101457 (vessel) [SDGT] (Linked To: DIMA SHIPPING AND TRADING COMPANY).</P>
                <P>Identified as property in which DIMA SHIPPING AND TRADING COMPANY, a person whose property and interests in property are blocked pursuant to E.O. 13902, has an interest.</P>
                <SIG>
                    <NAME>Lisa M. Palluconi,</NAME>
                    <TITLE>Acting Director, Office of Foreign Assets Control.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12724 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4810-AL-P</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF THE TREASURY</AGENCY>
                <SUBAGY>Office of Foreign Assets Control</SUBAGY>
                <SUBJECT>Notice of OFAC Sanctions Action</SUBJECT>
                <AGY>
                    <HD SOURCE="HED">AGENCY:</HD>
                    <P>Office of Foreign Assets Control, Treasury.</P>
                </AGY>
                <ACT>
                    <HD SOURCE="HED">ACTION:</HD>
                    <P>Notice.</P>
                </ACT>
                <SUM>
                    <HD SOURCE="HED">SUMMARY:</HD>
                    <P>The U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) is publishing the names of one or more persons that have been placed on OFAC's Specially Designated Nationals and Blocked Persons List (SDN List) based on OFAC's determination that one or more applicable legal criteria were satisfied. All property and interests in property subject to U.S. jurisdiction of these persons are blocked, and U.S. persons are generally prohibited from engaging in transactions with them.</P>
                </SUM>
                <DATES>
                    <HD SOURCE="HED">DATES:</HD>
                    <P>
                        This action was issued on July 3, 2025. See 
                        <E T="02">Supplementary Information</E>
                         for relevant dates.
                    </P>
                </DATES>
                <FURINF>
                    <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD>
                    <P>
                        OFAC: Associate Director for Global Targeting, 202-622-2420; Assistant Director for Licensing, 202-622-2480; Assistant Director for Sanctions Compliance, 202-622-2490 or 
                        <E T="03">https://ofac.treasury.gov/contact-ofac.</E>
                    </P>
                </FURINF>
            </PREAMB>
            <SUPLINF>
                <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD>
                <HD SOURCE="HD1">Electronic Availability</HD>
                <P>
                    The SDN List and additional information concerning OFAC sanctions programs are available on OFAC's website: 
                    <E T="03">https://ofac.treasury.gov.</E>
                </P>
                <HD SOURCE="HD1">Notice of OFAC Action</HD>
                <P>On July 3, 2025, OFAC determined that the property and interests in property subject to U.S. jurisdiction of the following persons are blocked under the relevant sanctions authority listed below.</P>
                <BILCOD>BILLING CODE 4810-AL-P</BILCOD>
                <HD SOURCE="HD1">Individuals</HD>
                <GPH SPAN="3" DEEP="531">
                    <PRTPAGE P="30550"/>
                    <GID>EN09JY25.002</GID>
                </GPH>
                <GPH SPAN="3" DEEP="640">
                    <PRTPAGE P="30551"/>
                    <GID>EN09JY25.003</GID>
                </GPH>
                <GPH SPAN="3" DEEP="281">
                    <PRTPAGE P="30552"/>
                    <GID>EN09JY25.004</GID>
                </GPH>
                <HD SOURCE="HD1">Entity</HD>
                <GPH SPAN="3" DEEP="189">
                    <GID>EN09JY25.005</GID>
                </GPH>
                <SIG>
                    <NAME>Lisa M. Palluconi,</NAME>
                    <TITLE>Acting Director, Office of Foreign Assets Control.</TITLE>
                </SIG>
            </SUPLINF>
            <FRDOC>[FR Doc. 2025-12768 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4810-AL-C</BILCOD>
        </NOTICE>
        <NOTICE>
            <PREAMB>
                <AGENCY TYPE="S">DEPARTMENT OF THE TREASURY</AGENCY>
                <SUBJECT>Departmental Offices; Debt Management Advisory Committee Meeting</SUBJECT>
                <P>Notice is hereby given, pursuant to 5 U.S.C. App. 2, 10(a)(2), that a meeting will be held at the United States Treasury Department, 15th Street and Pennsylvania Avenue NW, Washington, DC on July 29, 2025, at 9:00 a.m., of the following debt management advisory committee: Treasury Borrowing Advisory Committee.</P>
                <P>At this meeting, the Treasury is seeking advice from the Committee on topics related to the economy, financial markets, Treasury financing, and debt management. Following the working session, the Committee will present a written report of its recommendations. The meeting will be closed to the public, pursuant to 5 U.S.C. App. 2, 10(d) and Public Law 103-202, § 202(c)(1)(B)(31 U.S.C. 3121 note).</P>
                <P>
                    This notice shall constitute my determination, pursuant to the authority placed in heads of agencies by 5 U.S.C. App. 2, 10(d) and vested in me by Treasury Department Order No. 101-05, that the meeting will consist of discussions and debates of the issues presented to the Committee by the Secretary of the Treasury and the making of recommendations of the 
                    <PRTPAGE P="30553"/>
                    Committee to the Secretary, pursuant to Public Law 103-202, § 202(c)(1)(B).
                </P>
                <P>Thus, this information is exempt from disclosure under that provision and 5 U.S.C. 552b(c)(3)(B). In addition, the meeting is concerned with information that is exempt from disclosure under 5 U.S.C. 552b(c)(9)(A). The public interest requires that such meetings be closed to the public because the Treasury Department requires frank and full advice from representatives of the financial community prior to making its final decisions on major financing operations. Historically, this advice has been offered by debt management advisory committees established by the several major segments of the financial community. When so utilized, such a committee is recognized to be an advisory committee under 5 U.S.C. App. 2, 3.</P>
                <P>Although the Treasury's final announcement of financing plans may not reflect the recommendations provided in reports of the Committee, premature disclosure of the Committee's deliberations and reports would be likely to lead to significant financial speculation in the securities market. Thus, this meeting falls within the exemption covered by 5 U.S.C. 552b(c)(9)(A).</P>
                <P>The Office of Debt Management is responsible for maintaining records of debt management advisory committee meetings and for providing annual reports setting forth a summary of Committee activities and such other matters as may be informative to the public consistent with the policy of 5 U.S.C. 552(b). The Designated Federal Officer or other responsible agency official who may be contacted for additional information is Fred Pietrangeli, Director for Office of Debt Management (202) 622-1876.</P>
                <SIG>
                    <DATED>Dated: July 7, 2025.</DATED>
                    <NAME>Frederick E. Pietrangeli,</NAME>
                    <TITLE>Director (for Office of Debt Management).</TITLE>
                </SIG>
            </PREAMB>
            <FRDOC>[FR Doc. 2025-12752 Filed 7-8-25; 8:45 am]</FRDOC>
            <BILCOD>BILLING CODE 4810-25-P</BILCOD>
        </NOTICE>
    </NOTICES>
    <VOL>90</VOL>
    <NO>129</NO>
    <DATE>Wednesday, July 9, 2025</DATE>
    <UNITNAME>Presidential Documents</UNITNAME>
    <PRESDOCS>
        <PRESDOCU>
            <EXECORD>
                <TITLE3>Title 3— </TITLE3>
                <PRES>
                    The President
                    <PRTPAGE P="30197"/>
                </PRES>
                <EXECORDR>Executive Order 14313 of July 3, 2025</EXECORDR>
                <HD SOURCE="HED">Establishing the President's Make America Beautiful Again Commission</HD>
                <FP>By the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered:</FP>
                <FP>
                    <E T="04">Section 1</E>
                    . 
                    <E T="03">Purpose.</E>
                     The United States is blessed with vast beautiful landscapes, abundant natural resources, and a rich heritage of discovery by travelers and outdoorsmen. America's national parks, forests, waterways, and public lands have inspired generations and kindled our Nation's spirit of exploration. To ensure that the next generation of Americans inherits this same sense of duty and adventure, my Administration will prioritize conserving our great American national parks and outdoor recreation areas.
                </FP>
                <FP>Years of mismanagement, regulatory overreach, and neglect of routine maintenance require action. Land-use restrictions have stripped hunters, fishers, hikers, and outdoorsmen of access to public lands that belong to them. These bureaucratic restrictions have undermined outdoor traditions and threatened conservation funding. The National Park Service and the United States Forest Service face more than $23 billion and $10.8 billion in deferred maintenance, respectively, leaving roads, trails, and historic landmarks in disrepair. Despite these challenges, our Nation has proven that conservation and economic growth go hand in hand. Since the signing of the Great American Outdoors Act (Public Law 116-152), the outdoor recreation economy has grown to $1.2 trillion in economic output, and, in 2023, comprised 3.1 percent of employees in the United States and supported 5 million jobs.</FP>
                <FP>Through both innovation and commonsense policies, America can preserve its natural beauty and expand outdoor recreation opportunities for future generations. It is the policy of my Administration to prioritize responsible conservation, restore our lands and waters, and protect our Nation's outdoor heritage for the enjoyment of the American people.</FP>
                <FP>
                    <E T="04">Sec. 2</E>
                    . 
                    <E T="03">General Policies.</E>
                     All Federal land management agencies, as defined by 16 U.S.C. 6801(3), shall, to the extent practicable, ensure that their policies:
                </FP>
                <P>(a) promote responsible stewardship of natural resources while driving economic growth;</P>
                <P>(b) expand access to public lands and waters for recreation, hunting, and fishing;</P>
                <P>(c) encourage responsible, voluntary conservation efforts;</P>
                <P>(d) cut bureaucratic delays that hinder effective environmental management; and</P>
                <P>(e) recover America's fish and wildlife populations through proactive, voluntary, on-the-ground collaborative conservation efforts.</P>
                <FP>
                    <E T="04">Sec. 3</E>
                    . 
                    <E T="03">Establishment and Composition of the President's Make America Beautiful Again Commission.</E>
                     (a) There is hereby established the President's Make America Beautiful Again Commission (Commission), which shall be chaired by the Secretary of the Interior (Chair), with the Assistant to the President for Domestic Policy serving as Executive Director (Executive Director).
                    <PRTPAGE P="30198"/>
                </FP>
                <P>(b) In addition to the Chair and the Executive Director, the Commission shall include the following officials or their designees:</P>
                <FP SOURCE="FP1">(i) the Secretary of Defense;</FP>
                <FP SOURCE="FP1">(ii) the Secretary of Agriculture;</FP>
                <FP SOURCE="FP1">(iii) the Administrator of the Environmental Protection Agency;</FP>
                <FP SOURCE="FP1">(iv) the Director of the Office of Management and Budget;</FP>
                <FP SOURCE="FP1">(v) the Chairman of the Council of Economic Advisers;</FP>
                <FP SOURCE="FP1">(vi) the Assistant to the President and Chief of Staff;</FP>
                <FP SOURCE="FP1">(vii) the Assistant to the President for Economic Policy;</FP>
                <FP SOURCE="FP1">(viii) the Chairman of the Council on Environmental Quality; and</FP>
                <FP SOURCE="FP1">(ix) other members of my Administration invited to participate, at the discretion of the Chair and the Executive Director.</FP>
                <FP>
                    <E T="04">Sec. 4</E>
                    . 
                    <E T="03">Conserving Our National Treasures.</E>
                     The Commission shall advise and assist the President regarding how best to responsibly conserve America's national treasures and natural resources, including by:
                </FP>
                <P>(a) monitoring the implementation of this order and facilitating interagency coordination on conservation efforts;</P>
                <P>(b) providing to the President actionable recommendations for improving conservation efforts;</P>
                <P>(c) developing policies to recover fish and wildlife populations through collaboration rather than regulation, including policies involving coordination with State wildlife agencies;</P>
                <P>(d) recommending to the President solutions to expand access to clean drinking water and restore aquatic ecosystems to improve water quality and availability; and</P>
                <P>(e) developing policies to expand access to public lands, national parks, national forests, and wildlife refuges while promoting a wide range of outdoor recreation opportunities like hunting, fishing, hiking, biking, skiing, climbing, boating, off-roading, and wildlife viewing.</P>
                <FP>
                    <E T="04">Sec. 5</E>
                    . 
                    <E T="03">General Provisions.</E>
                     (a) Nothing in this order shall be construed to impair or otherwise affect:
                </FP>
                <FP SOURCE="FP1">(i) the authority granted by law to an executive department or agency, or the head thereof; or</FP>
                <FP SOURCE="FP1">(ii) the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.</FP>
                <P>(b) This order shall be implemented consistent with applicable law and subject to the availability of appropriations.</P>
                <PRTPAGE P="30199"/>
                <P>(c) This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.</P>
                <P>(d) The costs for publication of this order shall be borne by the Department of the Interior.</P>
                <GPH SPAN="1" DEEP="80" HTYPE="RIGHT">
                    <GID>Trump.EPS</GID>
                </GPH>
                <PSIG> </PSIG>
                <PLACE>THE WHITE HOUSE,</PLACE>
                <DATE>July 3, 2025.</DATE>
                <FRDOC>[FR Doc. 2025-12774 </FRDOC>
                <FILED>Filed 7-8-25; 8:45 am]</FILED>
                <BILCOD>Billing code 4310-10-P</BILCOD>
            </EXECORD>
        </PRESDOCU>
    </PRESDOCS>
    <VOL>90</VOL>
    <NO>129</NO>
    <DATE>Wednesday, July 9, 2025</DATE>
    <UNITNAME>Presidential Documents</UNITNAME>
    <PRESDOC>
        <PRESDOCU>
            <EXECORD>
                <PRTPAGE P="30201"/>
                <EXECORDR>Executive Order 14314 of July 3, 2025</EXECORDR>
                <HD SOURCE="HED">Making America Beautiful Again by Improving Our National Parks</HD>
                <FP>By the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered:</FP>
                <FP>
                    <E T="04">Section 1</E>
                    . 
                    <E T="03">Policy.</E>
                     From the awe-inspiring Grand Canyon to the tranquility of the Great Smoky Mountains, America's national parks have provided generations of American families with unforgettable memories. It is the policy of my Administration to preserve these opportunities for American families in future generations by increasing entry fees for foreign tourists, improving affordability for United States residents, and expanding opportunities to enjoy America's splendid national treasures.
                </FP>
                <FP>
                    <E T="04">Sec. 2</E>
                    . 
                    <E T="03">Making America Beautiful Again by Improving Our National Parks.</E>
                     (a) The Secretary of the Interior shall develop a strategy to increase revenue and improve the recreational experience at national parks by appropriately increasing entrance fees and recreation pass fees for nonresidents in areas of the National Park System that charge entrance fees or recreation pass fees as defined in 16 U.S.C. 6801. Additionally, to the extent consistent with applicable law, the Secretary of the Interior, working with the Secretary of Agriculture as appropriate, shall take steps to increase the prices at which the America the Beautiful Pass—the National Parks and Federal Recreational Lands Pass—and any site-specific agency or regional multi-entity passes are sold to nonresidents.
                </FP>
                <P>(b) The Secretary of the Interior shall use any increased fee revenue generated pursuant to subsection (a) of this section to improve the infrastructure of, or otherwise enhance enjoyment of or access to, America's Federal recreational areas, consistent with 16 U.S.C. 6807.</P>
                <P>(c) The Secretary of the Interior, working with the Secretary of Agriculture as appropriate, shall take steps to improve services and affordability for United States residents visiting national parks, as consistent with applicable law.</P>
                <P>(d) The Secretary of the Interior, working with the Secretary of State, shall work to encourage international tourism to America's national parks and outdoor recreation areas, and especially wider utilization of America's many such areas that may be underutilized.</P>
                <P>(e) The Secretary of the Interior shall review the maintenance backlog within the National Park Service and take all appropriate action to fully implement the National Parks and Public Land Legacy Restoration Fund established in the Great American Outdoors Act (Public Law 116-152), invest in the infrastructure of national parks, and increase visitor capacity to allow more Americans to visit national parks.</P>
                <P>
                    (f) The Secretary of the Interior shall review all of the Department of the Interior's rules and policies related to public use of national parks and take actions consistent with applicable law to ensure that the National Park Service manages national parks consistent with the policy of this order. The Secretary of the Interior shall review all of the Department's recreational access rules and take steps to rescind any that unnecessarily restrict recreation in national parks. In conducting this review, the Secretary of the Interior shall especially scrutinize all recreational access rules or other restrictions promulgated or enacted during the prior administration. The Secretary of 
                    <PRTPAGE P="30202"/>
                    the Interior shall take appropriate actions to grant American residents preferential treatment with respect to any remaining recreational access rules, including permitting or lottery rules, consistent with applicable law.
                </P>
                <FP>
                    <E T="04">Sec. 3</E>
                    . 
                    <E T="03">Revocation.</E>
                     The Presidential Memorandum of January 12, 2017 (Promoting Diversity and Inclusion in Our National Parks, National Forests, and Other Public Lands and Waters), is hereby revoked.
                </FP>
                <FP>
                    <E T="04">Sec. 4</E>
                    . 
                    <E T="03">General Provisions.</E>
                     (a) Nothing in this order shall be construed to impair or otherwise affect:
                </FP>
                <FP SOURCE="FP1">(i) the authority granted by law to an executive department, agency, or the head thereof; or</FP>
                <FP SOURCE="FP1">(ii) the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.</FP>
                <P>(b) This order shall be implemented consistent with applicable law and subject to the availability of appropriations.</P>
                <P>(c) This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.</P>
                <P>(d) The costs for publication of this order shall be borne by the Department of the Interior.</P>
                <GPH SPAN="1" DEEP="80" HTYPE="RIGHT">
                    <GID>Trump.EPS</GID>
                </GPH>
                <PSIG> </PSIG>
                <PLACE>THE WHITE HOUSE,</PLACE>
                <DATE>July 3, 2025.</DATE>
                <FRDOC>[FR Doc. 2025-12775 </FRDOC>
                <FILED>Filed 7-8-25; 8:45 am]</FILED>
                <BILCOD>Billing code 4310-10-P</BILCOD>
            </EXECORD>
        </PRESDOCU>
    </PRESDOC>
</FEDREG>
