82 FR 59833 - Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of Filing of Amendment No. 2 to the Proposed Rule Change To Amend the Schedule of Fees and Assessments To Adopt a Fee Schedule To Establish Fees for Industry Members Related to the National Market System Plan Governing the Consolidated Audit Trail

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 240 (December 15, 2017)

Page Range		59833-59835
FR Document		2017-26993

Federal Register, Volume 82 Issue 240 (Friday, December 15, 2017)

[Federal Register Volume 82, Number 240 (Friday, December 15, 2017)]
[Notices]
[Pages 59833-59835]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2017-26993]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82271; File No. SR-C2-2017-017]

Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of
Filing of Amendment No. 2 to the Proposed Rule Change To Amend the
Schedule of Fees and Assessments To Adopt a Fee Schedule To Establish
Fees for Industry Members Related to the National Market System Plan
Governing the Consolidated Audit Trail

December 11, 2017.

I. Introduction

On May 16, 2017, C2 Options Exchange, Incorporated, n/k/a Cboe C2
Exchange, Inc., (``Exchange'' or ``SRO'') filed with the Securities and
Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of
the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to adopt a fee schedule to
establish the fees for Industry Members related to the National Market
System Plan Governing the Consolidated Audit Trail (``CAT NMS Plan'').
The proposed rule change was published in the Federal Register for
comment on June 1, 2017.\3\ The Commission received seven comment
letters on the proposed rule change,\4\ and a response to comments from
the CAT NMS Plan Participants.\5\ On June 30, 2017, the Commission
temporarily suspended and initiated proceedings to determine whether to
approve or disapprove the proposed rule change.\6\ The Commission
thereafter received seven comment letters,\7\ and a response to
comments from the Participants.\8\ On November 3, 2017, the Exchange
filed Amendment No. 1 to the proposed rule change.\9\ On November 9,
2017, the Commission extended the time period within which to approve
the proposed rule change or disapprove the proposed rule change to
January 14, 2018.\10\ On December 7, 2017, the Exchange filed Amendment
No. 2 to the proposed rule change, as described in Item II, which Item
has been prepared by the Exchange. The Commission is publishing this
notice to solicit comments from interested persons on Amendment No. 2.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 80786 (May 26,
2017), 82 FR 25474 (June 1, 2017) (``Original Proposal'').
\4\ Since the CAT NMS Plan Participants' proposed rule changes
to adopt fees to be charged to Industry Members to fund the
consolidated audit trail are substantively identical, the Commission
is considering all comments received on the proposed rule changes
regardless of the comment file to which they were submitted. See
text accompanying note 12 infra, for a list of the CAT NMS Plan
Participants. See Letter from Theodore R. Lazo, Managing Director
and Associate General Counsel, Securities Industry and Financial
Markets Association, to Brent J. Fields, Secretary, Commission
(dated June 6, 2017), available at: https://www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1788188-153228.pdf; Letter from
Patricia L. Cerny and Steven O'Malley, Compliance Consultants, to
Brent J. Fields, Secretary, Commission (dated June 12, 2017),
available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1799253-153675.pdf; Letter from Daniel Zinn, General
Counsel, OTC Markets Group Inc., to Eduardo A. Aleman, Assistant
Secretary, Commission (dated June 13, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1801717-153703.pdf; Letter from Joanna Mallers, Secretary, FIA Principal
Traders Group, to Brent J. Fields, Secretary, Commission (dated June
22, 2017), available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1819670-154195.pdf; Letter from Stuart J. Kaswell,
Executive Vice President and Managing Director, General Counsel,
Managed Funds Association, to Brent J. Fields, Secretary, Commission
(dated June 23, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1822454-154283.pdf; and Letter from
Suzanne H. Shatto, Investor, to Commission (dated June 27, 2017),
available at: https://www.sec.gov/comments/sr-batsedgx-2017-22/batsedgx201722-154443.pdf. The Commission also received a comment
letter which is not pertinent to these proposed rule changes. See
Letter from Christina Crouch, Smart Ltd., to Brent J. Fields,
Secretary, Commission (dated June 5, 2017), available at: https://www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1785545-153152.htm.
\5\ See Letter from CAT NMS Plan Participants to Brent J.
Fields, Secretary, Commission (dated June 29, 2017), available at:
https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-1832632-154584.pdf.
\6\ See Securities Exchange Act Release No. 81067 (June 30,
2017), 82 FR 31656 (July 7, 2017).
\7\ See Letter from W. Hardy Callcott, Partner, Sidley Austin
LLP, to Brent J. Fields, Secretary, Commission (dated July 27,
2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148338-157737.pdf; Letter from Kevin Coleman,
General Counsel and Chief Compliance Officer, Belvedere Trading LLC,
to Brent J. Fields, Secretary, Commission (dated July 28, 2017),
available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148360-157740.pdf; Letter from Joanna Mallers,
Secretary, FIA Principal Traders Group, to Brent J. Fields,
Secretary, Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2151228-157745.pdf; Letter from Theodore R. Lazo, Managing Director and
Associate General Counsel, SIFMA, to Brent J. Fields, Secretary,
Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150977-157744.pdf; Letter
from Stuart J. Kaswell, Executive Vice President and Managing
Director, General Counsel, Managed Funds Association, to Brent J.
Fields, Secretary, Commission (dated July 28, 2017), available at:
https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150818-157743.pdf; Letter from John Kinahan, Chief Executive
Officer, Group One Trading, L.P., to Brent J. Fields, Secretary,
Commission (dated August 10, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2214568-160619.pdf; Letter from Joseph Molluso, Executive Vice President and
CFO, Virtu Financial, to Brent J. Fields, Commission (dated August
18, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2238648-160830.pdf.
\8\ See Letter from Michael Simon, Chair, CAT NMS Plan Operating
Committee, to Brent J. Fields, Commission, Secretary (dated November
2, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2674608-161412.pdf.
\9\ Amendment No. 1 to the proposed rule change replaced and
superseded the Original Proposal in its entirety. See Securities
Exchange Act Release No. 34-82270 (December 11, 2017).
\10\ See Securities Exchange Act Release No. 82049 (November 9,
2017), 82 FR 53549 (November 16, 2017).
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II. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Amendment

On May 16, 2017, Cboe C2 Exchange, Inc. (``SRO'') filed with the
Securities and Exchange Commission (``Commission'' or ``SEC'') proposed
rule change SR-C2-2017-017 (the ``Original Proposal''), pursuant to
which SRO proposed to adopt a fee schedule to establish the fees for
Industry Members related to the National Market System Plan Governing
the Consolidated Audit Trail (the ``CAT NMS Plan'' or ``Plan'').\11\ On
November 3, 2017, SRO filed an amendment to the Original Proposal
(``First Amendment''). SRO files this proposed rule change (the
``Second Amendment'') to amend the Original Proposal as amended by the
First Amendment.
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\11\ Unless otherwise specified, capitalized terms used in this
fee filing are defined as set forth herein, the CAT Compliance Rule
Series, in the CAT NMS Plan, or the Original Proposal.
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With this Second Amendment, SRO is including Exhibit 4, which
reflects the changes to the text of the proposed rule change as set
forth in the First Amendment, and Exhibit 5, which reflects all
proposed changes to SRO's current rule text.
BOX Options Exchange LLC, Cboe BYX Exchange, Inc., Cboe BZX
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,
Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Chicago Stock Exchange,
Inc., Financial Industry Regulatory Authority, Inc. (``FINRA''),
Investors' Exchange LLC, Miami International Securities Exchange, LLC,
MIAX PEARL, LLC, NASDAQ BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC,
Nasdaq MRX, LLC,

[[Page 59834]]

NASDAQ PHLX LLC, The NASDAQ Stock Market LLC, New York Stock Exchange
LLC, NYSE American LLC, NYSE Arca, Inc. and NYSE National, Inc.\12\
(collectively, the ``Participants'') filed with the Commission,
pursuant to Section 11A of the Exchange Act \13\ and Rule 608 of
Regulation NMS thereunder,\14\ the CAT NMS Plan.\15\ The Participants
filed the Plan to comply with Rule 613 of Regulation NMS under the
Exchange Act. The Plan was published for comment in the Federal
Register on May 17, 2016,\16\ and approved by the Commission, as
modified, on November 15, 2016.\17\ The Plan is designed to create,
implement and maintain a consolidated audit trail (``CAT'') that would
capture customer and order event information for orders in NMS
Securities and OTC Equity Securities, across all markets, from the time
of order inception through routing, cancellation, modification, or
execution in a single consolidated data source. The Plan accomplishes
this by creating CAT NMS, LLC (the ``Company''), of which each
Participant is a member, to operate the CAT.\18\ Under the CAT NMS
Plan, the Operating Committee of the Company (``Operating Committee'')
has discretion to establish funding for the Company to operate the CAT,
including establishing fees that the Participants will pay, and
establishing fees for Industry Members that will be implemented by the
Participants (``CAT Fees'').\19\ The Participants are required to file
with the SEC under Section 19(b) of the Exchange Act any such CAT Fees
applicable to Industry Members that the Operating Committee
approves.\20\ Accordingly, SRO submitted the Original Proposal to
propose the Consolidated Audit Trail Funding Fees, which would require
Industry Members that are SRO members to pay the CAT Fees determined by
the Operating Committee.
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\12\ Note that Bats BYX Exchange, Inc., Bats BZX Exchange, Inc.,
Bats EDGA Exchange, Inc., Bats EDGX Exchange, Inc., LLC, C2 Options
Exchange, Incorporated, and Chicago Board Options Exchange,
Incorporated, have been renamed Cboe BYX Exchange, Inc., Cboe BZX
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,
Cboe C2 Exchange, Inc., Cboe Exchange, Inc., respectively.
\13\ 15 U.S.C. 78k-1.
\14\ 17 CFR 242.608.
\15\ See Letter from the Participants to Brent J. Fields,
Secretary, Commission, dated September 30, 2014; and Letter from
Participants to Brent J. Fields, Secretary, Commission, dated
February 27, 2015. On December 24, 2015, the Participants submitted
an amendment to the CAT NMS Plan. See Letter from Participants to
Brent J. Fields, Secretary, Commission, dated December 23, 2015.
\16\ Securities Exchange Act Rel. No. 77724 (Apr. 27, 2016), 81
FR 30614 (May 17, 2016).
\17\ Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81
FR 84696 (Nov. 23, 2016) (``Approval Order'').
\18\ The Plan also serves as the limited liability company
agreement for the Company.
\19\ Section 11.1(b) of the CAT NMS Plan.
\20\ Id.
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The Commission published the Original Proposal for public comment
in the Federal Register on June 1, 2017,\21\ and received comments in
response to the Original Proposal or similar fee filings by other
Participants.\22\ On June 30, 2017, the Commission suspended, and
instituted proceedings to determine whether to approve or disapprove,
the Original Proposal.\23\ The Commission received seven comment
letters in response to those proceedings.\24\
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\21\ Securities Exchange Act Rel. No. 80786 (May 26, 2017), 82
FR 25474 (June 1, 2017) (SR-C2-2017-017).
\22\ For a summary of comments, see generally Securities
Exchange Act Rel. No. 81067 (June 30, 2017), 82 FR 31656 (July 7,
2017) (``Suspension Order'').
\23\ Suspension Order.
\24\ See Letter from Stuart J. Kaswell, Executive Vice
President, Managing Director and General Counsel, Managed Funds
Association, to Brent J. Fields, Secretary, SEC (July 28, 2017);
Letter from Theodore R. Lazo, Managing Director and Associate
General Counsel, SIFMA, to Brent J. Fields, Secretary, SEC (July 28,
2017); Joanna Mallers, Secretary, FIA Principal Traders Group, to
Brent J. Fields, Secretary, SEC (July 28, 2017); Letter from Kevin
Coleman, General Counsel & Chief Compliance Officer, Belvedere
Trading LLC, to Brent J. Fields, Secretary, SEC (July 28, 2017);
Letter from W. Hardy Callcott, Sidley Austin LLP, to Brent J.
Fields, Secretary, SEC (July 27, 2017); Letter from John Kinahan,
Chief Executive Officer, Group One Trading, L.P., to Brent J.
Fields, Secretary, SEC (Aug. 10, 2017); and Letter from Joseph
Molluso, Executive Vice President, Virtu Financial, to Brent J.
Fields, Secretary, SEC (Aug. 18, 2017).
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In response to the comments on the Original Proposal, the Operating
Committee determined to make the following changes to the funding
model: (1) Adds two additional CAT Fee tiers for Equity Execution
Venues; (2) discounts the market share of Execution Venue ATSs
exclusively trading OTC Equity Securities as well as the market share
of the FINRA over-the-counter reporting facility (``ORF'') by the
average shares per trade ratio between NMS Stocks and OTC Equity
Securities (calculated as 0.17% based on available data from the second
quarter of 2017) when calculating the market share of Execution Venue
ATS exclusively trading OTC Equity Securities and FINRA; (3) discounts
the Options Market Maker quotes by the trade to quote ratio for options
(calculated as 0.01% based on available data for June 2016 through June
2017) when calculating message traffic for Options Market Makers; (4)
discounts equity market maker quotes by the trade to quote ratio for
equities (calculated as 5.43% based on available data for June 2016
through June 2017) when calculating message traffic for equity market
makers; (5) decreases the number of tiers for Industry Members (other
than the Execution Venue ATSs) from nine to seven; (6) changes the
allocation of CAT costs between Equity Execution Venues and Options
Execution Venues from 75%/25% to 67%/33%; (7) adjusts tier percentages
and recovery allocations for Equity Execution Venues, Options Execution
Venues and Industry Members (other than Execution Venue ATSs); (8)
focuses the comparability of CAT Fees on the individual entity level,
rather than primarily on the comparability of affiliated entities; (9)
commences invoicing of CAT Reporters as promptly as possible following
the latest of the operative date of the Consolidated Audit Trail
Funding Fees for each of the Participants and the operative date of the
CAT NMS Plan amendment adopting CAT Fees for Participants; and (10)
requires the proposed fees to automatically expire two years from the
operative date of the CAT NMS Plan amendment adopting CAT Fees for
Participants. On November 3, 2017, SRO filed the First Amendment and
proposed to amend the Original Proposal to reflect these changes.
SRO submits this Second Amendment to the revise the proposal as set
forth in the First Amendment to discount the OTC Equity Securities
market share of all Execution Venue ATSs trading OTC Equity Securities,
rather than applying the discount solely to those Execution Venue ATSs
that exclusively trade OTC Equity Securities, when calculating the
market share of Execution Venue ATS trading OTC Equity Securities. As
discussed in the First Amendment:

The Operating Committee determined to discount the market share
of Execution Venue ATSs exclusively trading OTC Equity Securities as
well as the market share of the FINRA ORF in recognition of the
different trading characteristics of the OTC Equity Securities
market as compared to the market in NMS Stocks. Many OTC Equity
Securities are priced at less than one dollar--and a significant
number at less than one penny--per share and low-priced shares tend
to trade in larger quantities. Accordingly, a disproportionately
large number of shares are involved in transactions involving OTC
Equity Securities versus NMS Stocks. Because the proposed fee tiers
are based on market share calculated by share volume, Execution
Venue ATSs exclusively trading OTC Equity Securities and FINRA would
likely be subject to higher tiers than their operations may
warrant.\25\
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\25\ SR-C2-2017-017, Amendment No. 1 at page 30.

The Operating Committee believes that this argument applies equally
to

[[Page 59835]]

both Execution Venue ATSs exclusively trading OTC Equity Securities and
to Execution Venue ATSs that trade OTC Equity Securities as well as
other securities. Accordingly, SRO proposes to amend paragraph (b)(2)
of the Consolidated Audit Trail Funding Fees to apply the discount to
all Execution Venue ATSs trading OTC Equity Securities. Specifically,
SRO proposes to change the parenthetical regarding the OTC Equity
Securities discount in paragraph (b)(2) of the proposed fee schedule
from ``with a discount for Equity ATSs exclusively trading OTC Equity
Securities based on the average shares per trade ratio between NMS
Stocks and OTC Equity Securities'' to ``with a discount for OTC Equity
Securities market share of Equity ATSs trading OTC Equity Securities
based on the average shares per trade ratio between NMS Stocks and OTC
Equity Securities.''

III. Solicitation of Comments

Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposal, as
amended by Amendment No. 1 and Amendment No. 2, is consistent with the
Act. Comments may be submitted by any of the following methods:

Electronic Comments

Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-C2-2017-017 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-C2-2017-017. 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 (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-C2-2017-017, and should be submitted on
or before January 5, 2018.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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\26\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-26993 Filed 12-14-17; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices 59833

Number SR–C2–2017–017, and should from the CAT NMS Plan Participants.5 2017, the Exchange filed Amendment
be submitted on or before January 5, On June 30, 2017, the Commission No. 1 to the proposed rule change.9 On
2018. temporarily suspended and initiated November 9, 2017, the Commission
For the Commission, by the Division of proceedings to determine whether to extended the time period within which
Trading and Markets, pursuant to delegated approve or disapprove the proposed to approve the proposed rule change or
authority.99 rule change.6 The Commission disapprove the proposed rule change to
Robert W. Errett, thereafter received seven comment January 14, 2018.10 On December 7,
Deputy Secretary. letters,7 and a response to comments 2017, the Exchange filed Amendment
[FR Doc. 2017–26992 Filed 12–14–17; 8:45 am]
from the Participants.8 On November 3, No. 2 to the proposed rule change, as
BILLING CODE 8011–01–P
described in Item II, which Item has
https://www.sec.gov/comments/sr-cboe-2017-040/ been prepared by the Exchange. The
cboe2017040-1799253-153675.pdf; Letter from
Daniel Zinn, General Counsel, OTC Markets Group
Commission is publishing this notice to
SECURITIES AND EXCHANGE Inc., to Eduardo A. Aleman, Assistant Secretary, solicit comments from interested
COMMISSION Commission (dated June 13, 2017), available at: persons on Amendment No. 2.
https://www.sec.gov/comments/sr-finra-2017-011/
[Release No. 34–82271; File No. SR–C2– finra2017011-1801717-153703.pdf; Letter from II. Self-Regulatory Organization’s
2017–017] Joanna Mallers, Secretary, FIA Principal Traders Statement of the Terms of Substance of
Group, to Brent J. Fields, Secretary, Commission
(dated June 22, 2017), available at: https://
the Proposed Amendment
Self-Regulatory Organizations; Cboe www.sec.gov/comments/sr-cboe-2017-040/
C2 Exchange, Inc.; Notice of Filing of On May 16, 2017, Cboe C2 Exchange,
cboe2017040-1819670-154195.pdf; Letter from
Amendment No. 2 to the Proposed Stuart J. Kaswell, Executive Vice President and
Inc. (‘‘SRO’’) filed with the Securities
Rule Change To Amend the Schedule Managing Director, General Counsel, Managed and Exchange Commission
of Fees and Assessments To Adopt a
Funds Association, to Brent J. Fields, Secretary, (‘‘Commission’’ or ‘‘SEC’’) proposed rule
Commission (dated June 23, 2017), available at: change SR–C2–2017–017 (the ‘‘Original
Fee Schedule To Establish Fees for https://www.sec.gov/comments/sr-finra-2017-011/
Industry Members Related to the finra2017011-1822454-154283.pdf; and Letter from Proposal’’), pursuant to which SRO
National Market System Plan Suzanne H. Shatto, Investor, to Commission (dated proposed to adopt a fee schedule to
June 27, 2017), available at: https://www.sec.gov/ establish the fees for Industry Members
Governing the Consolidated Audit Trail comments/sr-batsedgx-2017-22/batsedgx201722-
154443.pdf. The Commission also received a
related to the National Market System
December 11, 2017. comment letter which is not pertinent to these Plan Governing the Consolidated Audit
I. Introduction
proposed rule changes. See Letter from Christina Trail (the ‘‘CAT NMS Plan’’ or
Crouch, Smart Ltd., to Brent J. Fields, Secretary, ‘‘Plan’’).11 On November 3, 2017, SRO
On May 16, 2017, C2 Options Commission (dated June 5, 2017), available at:
https://www.sec.gov/comments/sr-batsbzx-2017-38/ filed an amendment to the Original
Exchange, Incorporated, n/k/a Cboe C2 batsbzx201738-1785545-153152.htm. Proposal (‘‘First Amendment’’). SRO
Exchange, Inc., (‘‘Exchange’’ or ‘‘SRO’’) 5 See Letter from CAT NMS Plan Participants to
files this proposed rule change (the
filed with the Securities and Exchange Brent J. Fields, Secretary, Commission (dated June ‘‘Second Amendment’’) to amend the
Commission (‘‘Commission’’), pursuant 29, 2017), available at: https://www.sec.gov/
comments/sr-batsbyx-2017-11/batsbyx201711- Original Proposal as amended by the
to Section 19(b)(1) of the Securities 1832632-154584.pdf. First Amendment.
Exchange Act of 1934 (‘‘Act’’) 1 and Rule 6 See Securities Exchange Act Release No. 81067 With this Second Amendment, SRO is
19b–4 thereunder,2 a proposed rule (June 30, 2017), 82 FR 31656 (July 7, 2017). including Exhibit 4, which reflects the
change to adopt a fee schedule to 7 See Letter from W. Hardy Callcott, Partner,
changes to the text of the proposed rule
establish the fees for Industry Members Sidley Austin LLP, to Brent J. Fields, Secretary,
Commission (dated July 27, 2017), available at: change as set forth in the First
related to the National Market System https://www.sec.gov/comments/sr-batsbyx-2017-11/ Amendment, and Exhibit 5, which
Plan Governing the Consolidated Audit batsbyx201711-2148338-157737.pdf; Letter from reflects all proposed changes to SRO’s
Trail (‘‘CAT NMS Plan’’). The proposed Kevin Coleman, General Counsel and Chief
Compliance Officer, Belvedere Trading LLC, to current rule text.
rule change was published in the Brent J. Fields, Secretary, Commission (dated July BOX Options Exchange LLC, Cboe
Federal Register for comment on June 1, 28, 2017), available at: https://www.sec.gov/ BYX Exchange, Inc., Cboe BZX
2017.3 The Commission received seven comments/sr-batsbyx-2017-11/batsbyx201711- Exchange, Inc., Cboe EDGA Exchange,
comment letters on the proposed rule 2148360-157740.pdf; Letter from Joanna Mallers,
Secretary, FIA Principal Traders Group, to Brent J. Inc., Cboe EDGX Exchange, Inc., Cboe
change,4 and a response to comments Fields, Secretary, Commission (dated July 28, 2017), C2 Exchange, Inc., Cboe Exchange, Inc.,
available at: https://www.sec.gov/comments/sr- Chicago Stock Exchange, Inc., Financial
99 17 CFR 200.30–3(a)(12). batsbyx-2017-11/batsbyx201711-2151228-
1 15 157745.pdf; Letter from Theodore R. Lazo,
Industry Regulatory Authority, Inc.
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4. Managing Director and Associate General Counsel, (‘‘FINRA’’), Investors’ Exchange LLC,
3 See Securities Exchange Act Release No. 80786 SIFMA, to Brent J. Fields, Secretary, Commission Miami International Securities
(dated July 28, 2017), available at: https:// Exchange, LLC, MIAX PEARL, LLC,
(May 26, 2017), 82 FR 25474 (June 1, 2017)
www.sec.gov/comments/sr-batsbyx-2017-11/
(‘‘Original Proposal’’).
batsbyx201711-2150977-157744.pdf; Letter from NASDAQ BX, Inc., Nasdaq GEMX, LLC,
4 Since the CAT NMS Plan Participants’ proposed
Stuart J. Kaswell, Executive Vice President and Nasdaq ISE, LLC, Nasdaq MRX, LLC,
rule changes to adopt fees to be charged to Industry Managing Director, General Counsel, Managed
Members to fund the consolidated audit trail are Funds Association, to Brent J. Fields, Secretary,
substantively identical, the Commission is Commission, Secretary (dated November 2, 2017),
Commission (dated July 28, 2017), available at: available at: https://www.sec.gov/comments/sr-
considering all comments received on the proposed https://www.sec.gov/comments/sr-batsbyx-2017-11/
rule changes regardless of the comment file to batsbyx-2017-11/batsbyx201711-2674608-
batsbyx201711-2150818-157743.pdf; Letter from
which they were submitted. See text accompanying 161412.pdf.
John Kinahan, Chief Executive Officer, Group One 9 Amendment No. 1 to the proposed rule change
note 12 infra, for a list of the CAT NMS Plan Trading, L.P., to Brent J. Fields, Secretary,
Participants. See Letter from Theodore R. Lazo, Commission (dated August 10, 2017), available at: replaced and superseded the Original Proposal in
sradovich on DSK3GMQ082PROD with NOTICES

Managing Director and Associate General Counsel, https://www.sec.gov/comments/sr-finra-2017-011/ its entirety. See Securities Exchange Act Release
Securities Industry and Financial Markets finra2017011-2214568-160619.pdf; Letter from No. 34–82270 (December 11, 2017).
10 See Securities Exchange Act Release No. 82049
Association, to Brent J. Fields, Secretary, Joseph Molluso, Executive Vice President and CFO,
Commission (dated June 6, 2017), available at: Virtu Financial, to Brent J. Fields, Commission (November 9, 2017), 82 FR 53549 (November 16,
https://www.sec.gov/comments/sr-batsbzx-2017-38/ (dated August 18, 2017), available at: https:// 2017).
batsbzx201738-1788188-153228.pdf; Letter from www.sec.gov/comments/sr-finra-2017-011/ 11 Unless otherwise specified, capitalized terms

Patricia L. Cerny and Steven O’Malley, Compliance finra2017011-2238648-160830.pdf. used in this fee filing are defined as set forth herein,
Consultants, to Brent J. Fields, Secretary, 8 See Letter from Michael Simon, Chair, CAT the CAT Compliance Rule Series, in the CAT NMS
Commission (dated June 12, 2017), available at: NMS Plan Operating Committee, to Brent J. Fields, Plan, or the Original Proposal.

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Document Created: 2017-12-15 03:37:49
Document Modified: 2017-12-15 03:37:49

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		82 FR 59833