82_FR_60140 82 FR 59900 - Self-Regulatory Organizations; Cboe BZX 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

82 FR 59900 - Self-Regulatory Organizations; Cboe BZX 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 Range59900-59902
FR Document2017-27004

Federal Register, Volume 82 Issue 240 (Friday, December 15, 2017)
[Federal Register Volume 82, Number 240 (Friday, December 15, 2017)]
[Notices]
[Pages 59900-59902]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-27004]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82279; File No. SR-BatsBZX-2017-38]


Self-Regulatory Organizations; Cboe BZX 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 23, 2017, Bats BZX Exchange Inc., n/k/a Cboe BZX 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 6, 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

[[Page 59901]]

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. 80822 (May 31, 
2017), 82 FR 26148 (June 6, 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. 34-82278 (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 23, 2017, Cboe BZX Exchange, Inc. (``SRO'') filed with the 
Securities and Exchange Commission (``Commission'' or ``SEC'') proposed 
rule change SR-BatsBZX-2017-38 (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 Exhibits 4A and 4B, 
which reflect the changes to the text of the proposed rule change as 
set forth in the First Amendment, and Exhibits 5A and 5B, which reflect 
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, 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 6, 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. 80822 (May 31, 2017), 82 
FR 26148 (June 6, 2017) (SR-BatsBZX-2017-38).
    \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).
---------------------------------------------------------------------------

    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

[[Page 59902]]

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-BatsBZX-2017-38, Amendment No. 1 at page 30.

    The Operating Committee believes that this argument applies equally 
to 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 rule-comments@sec.gov. Please include 
File Number SR-BatsBZX-2017-38 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-BatsBZX-2017-38. 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-BatsBZX-2017-38, 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. 2017-27004 Filed 12-14-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                59900                            Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices

                                                All submissions should refer to File                      SECURITIES AND EXCHANGE                                and a response to comments from the
                                                Number SR–NYSE–2017–22. This file                         COMMISSION                                             CAT NMS Plan Participants.5 On June
                                                number should be included on the                                                                                 30, 2017, the Commission temporarily
                                                                                                          [Release No. 34–82279; File No. SR–                    suspended and initiated proceedings to
                                                subject line if email is used. To help the                BatsBZX–2017–38]
                                                Commission process and review your                                                                               determine whether to approve or
                                                comments more efficiently, please use                     Self-Regulatory Organizations; Cboe                    disapprove the proposed rule change.6
                                                only one method. The Commission will                      BZX Exchange, Inc.; Notice of Filing of                The Commission thereafter received
                                                post all comments on the Commission’s                     Amendment No. 2 to the Proposed                        seven comment letters,7 and a response
                                                internet website (http://www.sec.gov/                     Rule Change To Amend the Schedule                      to comments from the Participants.8 On
                                                                                                          of Fees and Assessments To Adopt a                     November 3, 2017, the Exchange filed
                                                rules/sro.shtml). Copies of the
                                                                                                          Fee Schedule To Establish Fees for                     Amendment No. 1 to the proposed rule
                                                submission, all subsequent
                                                                                                          Industry Members Related to the                        change.9 On November 9, 2017, the
                                                amendments, all written statements                                                                               Commission extended the time period
                                                with respect to the proposed rule                         National Market System Plan
                                                                                                          Governing the Consolidated Audit Trail                 within which to approve the proposed
                                                change that are filed with the                                                                                   rule change or disapprove the proposed
                                                Commission, and all written                               December 11, 2017.
                                                communications relating to the                                                                                   finra2017011-1822454-154283.pdf; and Letter from
                                                proposed rule change between the                          I. Introduction                                        Suzanne H. Shatto, Investor, to Commission (dated
                                                Commission and any person, other than                                                                            June 27, 2017), available at: https://www.sec.gov/
                                                                                                             On May 23, 2017, Bats BZX Exchange                  comments/sr-batsedgx-2017-22/batsedgx201722-
                                                those that may be withheld from the                       Inc., n/k/a Cboe BZX Exchange, Inc.,                   154443.pdf. The Commission also received a
                                                public in accordance with the                             (‘‘Exchange’’ or ‘‘SRO’’) filed with the               comment letter which is not pertinent to these
                                                provisions of 5 U.S.C. 552, will be                       Securities and Exchange Commission                     proposed rule changes. See Letter from Christina
                                                                                                                                                                 Crouch, Smart Ltd., to Brent J. Fields, Secretary,
                                                available for website viewing and                         (‘‘Commission’’), pursuant to Section                  Commission (dated June 5, 2017), available at:
                                                printing in the Commission’s Public                       19(b)(1) of the Securities Exchange Act                https://www.sec.gov/comments/sr-batsbzx-2017-38/
                                                Reference Room, 100 F Street NE,                          of 1934 (‘‘Act’’) 1 and Rule 19b–4                     batsbzx201738-1785545-153152.htm.
                                                                                                                                                                    5 See Letter from CAT NMS Plan Participants to
                                                Washington, DC 20549, on official                         thereunder,2 a proposed rule change to
                                                                                                                                                                 Brent J. Fields, Secretary, Commission (dated June
                                                business days between the hours of                        adopt a fee schedule to establish the fees             29, 2017), available at: https://www.sec.gov/
                                                10:00 a.m. and 3:00 p.m. Copies of the                    for Industry Members related to the                    comments/sr-batsbyx-2017-11/batsbyx201711-
                                                filing also will be available for                         National Market System Plan Governing                  1832632-154584.pdf.
                                                                                                                                                                    6 See Securities Exchange Act Release No. 81067
                                                inspection and copying at the principal                   the Consolidated Audit Trail (‘‘CAT
                                                                                                                                                                 (June 30, 2017), 82 FR 31656 (July 7, 2017).
                                                office of the Exchange. All comments                      NMS Plan’’). The proposed rule change                     7 See Letter from W. Hardy Callcott, Partner,

                                                received will be posted without change.                   was published in the Federal Register                  Sidley Austin LLP, to Brent J. Fields, Secretary,
                                                                                                          for comment on June 6, 2017.3 The                      Commission (dated July 27, 2017), available at:
                                                Persons submitting comments are
                                                                                                          Commission received seven comment                      https://www.sec.gov/comments/sr-batsbyx-2017-11/
                                                cautioned that we do not redact or edit                                                                          batsbyx201711-2148338-157737.pdf; Letter from
                                                                                                          letters on the proposed rule change,4
                                                personal identifying information from                                                                            Kevin Coleman, General Counsel and Chief
                                                comment submissions. You should                                                                                  Compliance Officer, Belvedere Trading LLC, to
                                                                                                            1 15  U.S.C. 78s(b)(1).                              Brent J. Fields, Secretary, Commission (dated July
                                                submit only information that you wish                       2 17  CFR 240.19b–4.                                 28, 2017), available at: https://www.sec.gov/
                                                to make available publicly. All                              3 See Securities Exchange Act Release No. 80822     comments/sr-batsbyx-2017-11/batsbyx201711-
                                                submissions should refer to File                          (May 31, 2017), 82 FR 26148 (June 6, 2017)             2148360-157740.pdf; Letter from Joanna Mallers,
                                                                                                          (‘‘Original Proposal’’).                               Secretary, FIA Principal Traders Group, to Brent J.
                                                Number SR–NYSE–2017–22, and                                  4 Since the CAT NMS Plan Participants’ proposed     Fields, Secretary, Commission (dated July 28, 2017),
                                                should be submitted on or before                          rule changes to adopt fees to be charged to Industry   available at: https://www.sec.gov/comments/sr-
                                                January 5, 2018.                                          Members to fund the consolidated audit trail are       batsbyx-2017-11/batsbyx201711-2151228-
                                                                                                          substantively identical, the Commission is             157745.pdf; Letter from Theodore R. Lazo,
                                                  For the Commission, by the Division of                  considering all comments received on the proposed      Managing Director and Associate General Counsel,
                                                Trading and Markets, pursuant to delegated                rule changes regardless of the comment file to         SIFMA, to Brent J. Fields, Secretary, Commission
                                                authority.29                                              which they were submitted. See text accompanying       (dated July 28, 2017), available at: https://
                                                                                                          note 12 infra, for a list of the CAT NMS Plan          www.sec.gov/comments/sr-batsbyx-2017-11/
                                                Robert W. Errett,                                         Participants. See Letter from Theodore R. Lazo,        batsbyx201711-2150977-157744.pdf; Letter from
                                                Deputy Secretary.                                         Managing Director and Associate General Counsel,       Stuart J. Kaswell, Executive Vice President and
                                                                                                          Securities Industry and Financial Markets              Managing Director, General Counsel, Managed
                                                [FR Doc. 2017–27021 Filed 12–14–17; 8:45 am]                                                                     Funds Association, to Brent J. Fields, Secretary,
                                                                                                          Association, to Brent J. Fields, Secretary,
                                                BILLING CODE 8011–01–P                                    Commission (dated June 6, 2017), available at:         Commission (dated July 28, 2017), available at:
                                                                                                          https://www.sec.gov/comments/sr-batsbzx-2017-38/       https://www.sec.gov/comments/sr-batsbyx-2017-11/
                                                                                                          batsbzx201738-1788188-153228.pdf; Letter from          batsbyx201711-2150818-157743.pdf; Letter from
                                                                                                          Patricia L. Cerny and Steven O’Malley, Compliance      John Kinahan, Chief Executive Officer, Group One
                                                                                                          Consultants, to Brent J. Fields, Secretary,            Trading, L.P., to Brent J. Fields, Secretary,
                                                                                                          Commission (dated June 12, 2017), available at:        Commission (dated August 10, 2017), available at:
                                                                                                          https://www.sec.gov/comments/sr-cboe-2017-040/         https://www.sec.gov/comments/sr-finra-2017-011/
                                                                                                          cboe2017040-1799253-153675.pdf; Letter from            finra2017011-2214568-160619.pdf; Letter from
                                                                                                          Daniel Zinn, General Counsel, OTC Markets Group        Joseph Molluso, Executive Vice President and CFO,
                                                                                                          Inc., to Eduardo A. Aleman, Assistant Secretary,       Virtu Financial, to Brent J. Fields, Commission
                                                                                                          Commission (dated June 13, 2017), available at:        (dated August 18, 2017), available at: https://
                                                                                                          https://www.sec.gov/comments/sr-finra-2017-011/        www.sec.gov/comments/sr-finra-2017-011/
                                                                                                          finra2017011-1801717-153703.pdf; Letter from           finra2017011-2238648-160830.pdf.
                                                                                                                                                                    8 See Letter from Michael Simon, Chair, CAT
                                                                                                          Joanna Mallers, Secretary, FIA Principal Traders
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                                                                                                          Group, to Brent J. Fields, Secretary, Commission       NMS Plan Operating Committee, to Brent J. Fields,
                                                                                                          (dated June 22, 2017), available at: https://          Commission, Secretary (dated November 2, 2017),
                                                                                                          www.sec.gov/comments/sr-cboe-2017-040/                 available at: https://www.sec.gov/comments/sr-
                                                                                                          cboe2017040-1819670-154195.pdf; Letter from            batsbyx-2017-11/batsbyx201711-2674608-
                                                                                                          Stuart J. Kaswell, Executive Vice President and        161412.pdf.
                                                                                                          Managing Director, General Counsel, Managed               9 Amendment No. 1 to the proposed rule change

                                                                                                          Funds Association, to Brent J. Fields, Secretary,      replaced and superseded the Original Proposal in
                                                                                                          Commission (dated June 23, 2017), available at:        its entirety. See Securities Exchange Act Release
                                                  29 17   CFR 200.30–3(a)(12).                            https://www.sec.gov/comments/sr-finra-2017-011/        No. 34–82278 (December 11, 2017).



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                                                                              Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices                                                          59901

                                                rule change to January 14, 2018.10 On                      filed with the Commission, pursuant to                   filings by other Participants.22 On June
                                                December 7, 2017, the Exchange filed                       Section 11A of the Exchange Act 13 and                   30, 2017, the Commission suspended,
                                                Amendment No. 2 to the proposed rule                       Rule 608 of Regulation NMS                               and instituted proceedings to determine
                                                change, as described in Item II, which                     thereunder,14 the CAT NMS Plan.15 The                    whether to approve or disapprove, the
                                                Item has been prepared by the                              Participants filed the Plan to comply                    Original Proposal.23 The Commission
                                                Exchange. The Commission is                                with Rule 613 of Regulation NMS under                    received seven comment letters in
                                                publishing this notice to solicit                          the Exchange Act. The Plan was                           response to those proceedings.24
                                                comments from interested persons on                        published for comment in the Federal                        In response to the comments on the
                                                Amendment No. 2.                                           Register on May 17, 2016,16 and                          Original Proposal, the Operating
                                                                                                           approved by the Commission, as                           Committee determined to make the
                                                II. Self-Regulatory Organization’s                                                                                  following changes to the funding model:
                                                                                                           modified, on November 15, 2016.17 The
                                                Statement of the Terms of Substance of                                                                              (1) Adds two additional CAT Fee tiers
                                                                                                           Plan is designed to create, implement
                                                the Proposed Amendment                                                                                              for Equity Execution Venues; (2)
                                                                                                           and maintain a consolidated audit trail
                                                   On May 23, 2017, Cboe BZX                               (‘‘CAT’’) that would capture customer                    discounts the market share of Execution
                                                Exchange, Inc. (‘‘SRO’’) filed with the                    and order event information for orders                   Venue ATSs exclusively trading OTC
                                                Securities and Exchange Commission                         in NMS Securities and OTC Equity                         Equity Securities as well as the market
                                                (‘‘Commission’’ or ‘‘SEC’’) proposed rule                  Securities, across all markets, from the                 share of the FINRA over-the-counter
                                                change SR–BatsBZX–2017–38 (the                             time of order inception through routing,                 reporting facility (‘‘ORF’’) by the average
                                                ‘‘Original Proposal’’), pursuant to which                  cancellation, modification, or execution                 shares per trade ratio between NMS
                                                SRO proposed to adopt a fee schedule                       in a single consolidated data source.                    Stocks and OTC Equity Securities
                                                to establish the fees for Industry                         The Plan accomplishes this by creating                   (calculated as 0.17% based on available
                                                Members related to the National Market                     CAT NMS, LLC (the ‘‘Company’’), of                       data from the second quarter of 2017)
                                                System Plan Governing the                                  which each Participant is a member, to                   when calculating the market share of
                                                Consolidated Audit Trail (the ‘‘CAT                        operate the CAT.18 Under the CAT NMS                     Execution Venue ATS exclusively
                                                NMS Plan’’ or ‘‘Plan’’).11 On November                     Plan, the Operating Committee of the                     trading OTC Equity Securities and
                                                3, 2017, SRO filed an amendment to the                     Company (‘‘Operating Committee’’) has                    FINRA; (3) discounts the Options
                                                Original Proposal (‘‘First Amendment’’).                   discretion to establish funding for the                  Market Maker quotes by the trade to
                                                SRO files this proposed rule change (the                   Company to operate the CAT, including                    quote ratio for options (calculated as
                                                ‘‘Second Amendment’’) to amend the                         establishing fees that the Participants                  0.01% based on available data for June
                                                Original Proposal as amended by the                        will pay, and establishing fees for                      2016 through June 2017) when
                                                First Amendment.                                           Industry Members that will be                            calculating message traffic for Options
                                                   With this Second Amendment, SRO is                      implemented by the Participants (‘‘CAT                   Market Makers; (4) discounts equity
                                                including Exhibits 4A and 4B, which                        Fees’’).19 The Participants are required                 market maker quotes by the trade to
                                                reflect the changes to the text of the                     to file with the SEC under Section 19(b)                 quote ratio for equities (calculated as
                                                proposed rule change as set forth in the                   of the Exchange Act any such CAT Fees                    5.43% based on available data for June
                                                First Amendment, and Exhibits 5A and                       applicable to Industry Members that the                  2016 through June 2017) when
                                                5B, which reflect all proposed changes                     Operating Committee approves.20                          calculating message traffic for equity
                                                to SRO’s current rule text.                                Accordingly, SRO submitted the                           market makers; (5) decreases the
                                                   BOX Options Exchange LLC, Cboe                          Original Proposal to propose the                         number of tiers for Industry Members
                                                BYX Exchange, Inc., Cboe BZX                               Consolidated Audit Trail Funding Fees,                   (other than the Execution Venue ATSs)
                                                Exchange, Inc., Cboe EDGA Exchange,                        which would require Industry Members                     from nine to seven; (6) changes the
                                                Inc., Cboe EDGX Exchange, Inc., Cboe                       that are SRO members to pay the CAT                      allocation of CAT costs between Equity
                                                C2 Exchange, Inc., Cboe Exchange, Inc.,                                                                             Execution Venues and Options
                                                                                                           Fees determined by the Operating
                                                Chicago Stock Exchange, Inc., Financial                                                                             Execution Venues from 75%/25% to
                                                                                                           Committee.
                                                Industry Regulatory Authority, Inc.                           The Commission published the                          67%/33%; (7) adjusts tier percentages
                                                (‘‘FINRA’’), Investors’ Exchange LLC,                      Original Proposal for public comment in                  and recovery allocations for Equity
                                                Miami International Securities                             the Federal Register on June 6, 2017,21                  Execution Venues, Options Execution
                                                Exchange, LLC, MIAX PEARL, LLC,                            and received comments in response to                     Venues and Industry Members (other
                                                NASDAQ BX, Inc., Nasdaq GEMX, LLC,                         the Original Proposal or similar fee
                                                Nasdaq ISE, LLC, Nasdaq MRX, LLC,                                                                                      22 For a summary of comments, see generally
                                                NASDAQ PHLX LLC, The NASDAQ                                  13 15   U.S.C. 78k–1.                                  Securities Exchange Act Rel. No. 81067 (June 30,
                                                Stock Market LLC, New York Stock                              14 17 CFR 242.608.                                    2017), 82 FR 31656 (July 7, 2017) (‘‘Suspension
                                                Exchange LLC, NYSE American LLC,                              15 See Letter from the Participants to Brent J.       Order’’).
                                                                                                                                                                       23 Suspension Order.
                                                NYSE Arca, Inc. and NYSE National,                         Fields, Secretary, Commission, dated September 30,
                                                                                                                                                                       24 See Letter from Stuart J. Kaswell, Executive
                                                Inc. 12 (collectively, the ‘‘Participants’’)               2014; and Letter from Participants to Brent J. Fields,
                                                                                                           Secretary, Commission, dated February 27, 2015.          Vice President, Managing Director and General
                                                                                                           On December 24, 2015, the Participants submitted         Counsel, Managed Funds Association, to Brent J.
                                                  10 See Securities Exchange Act Release No. 82049
                                                                                                           an amendment to the CAT NMS Plan. See Letter             Fields, Secretary, SEC (July 28, 2017); Letter from
                                                (November 9, 2017), 82 FR 53549 (November 16,              from Participants to Brent J. Fields, Secretary,         Theodore R. Lazo, Managing Director and Associate
                                                2017).                                                     Commission, dated December 23, 2015.                     General Counsel, SIFMA, to Brent J. Fields,
                                                  11 Unless otherwise specified, capitalized terms                                                                  Secretary, SEC (July 28, 2017); Joanna Mallers,
                                                                                                              16 Securities Exchange Act Rel. No. 77724 (Apr.
                                                used in this fee filing are defined as set forth herein,   27, 2016), 81 FR 30614 (May 17, 2016).                   Secretary, FIA Principal Traders Group, to Brent J.
                                                the CAT Compliance Rule Series, in the CAT NMS                17 Securities Exchange Act Rel. No. 79318 (Nov.       Fields, Secretary, SEC (July 28, 2017); Letter from
                                                Plan, or the Original Proposal.                                                                                     Kevin Coleman, General Counsel & Chief
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                                                                                                           15, 2016), 81 FR 84696 (Nov. 23, 2016) (‘‘Approval
                                                  12 Note that Bats BYX Exchange, Inc., Bats BZX                                                                    Compliance Officer, Belvedere Trading LLC, to
                                                                                                           Order’’).
                                                Exchange, Inc., Bats EDGA Exchange, Inc., Bats                18 The Plan also serves as the limited liability
                                                                                                                                                                    Brent J. Fields, Secretary, SEC (July 28, 2017); Letter
                                                EDGX Exchange, Inc., LLC, C2 Options Exchange,                                                                      from W. Hardy Callcott, Sidley Austin LLP, to Brent
                                                Incorporated, and Chicago Board Options Exchange,          company agreement for the Company.                       J. Fields, Secretary, SEC (July 27, 2017); Letter from
                                                                                                              19 Section 11.1(b) of the CAT NMS Plan.
                                                Incorporated, have been renamed Cboe BYX                                                                            John Kinahan, Chief Executive Officer, Group One
                                                                                                              20 Id.
                                                Exchange, Inc., Cboe BZX Exchange, Inc., Cboe                                                                       Trading, L.P., to Brent J. Fields, Secretary, SEC
                                                EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,                21 Securities Exchange Act Rel. No. 80822 (May        (Aug. 10, 2017); and Letter from Joseph Molluso,
                                                Cboe C2 Exchange, Inc., Cboe Exchange, Inc.,               31, 2017), 82 FR 26148 (June 6, 2017) (SR–               Executive Vice President, Virtu Financial, to Brent
                                                respectively.                                              BatsBZX–2017–38).                                        J. Fields, Secretary, SEC (Aug. 18, 2017).



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                                                59902                       Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices

                                                than Execution Venue ATSs); (8)                         paragraph (b)(2) of the proposed fee                  personal identifying information from
                                                focuses the comparability of CAT Fees                   schedule from ‘‘with a discount for                   comment submissions. You should
                                                on the individual entity level, rather                  Equity ATSs exclusively trading OTC                   submit only information that you wish
                                                than primarily on the comparability of                  Equity Securities based on the average                to make available publicly. All
                                                affiliated entities; (9) commences                      shares per trade ratio between NMS                    submissions should refer to File
                                                invoicing of CAT Reporters as promptly                  Stocks and OTC Equity Securities’’ to                 Number SR–BatsBZX–2017–38, and
                                                as possible following the latest of the                 ‘‘with a discount for OTC Equity                      should be submitted on or before
                                                operative date of the Consolidated Audit                Securities market share of Equity ATSs                January 5, 2018.
                                                Trail Funding Fees for each of the                      trading OTC Equity Securities based on                  For the Commission, by the Division of
                                                Participants and the operative date of                  the average shares per trade ratio                    Trading and Markets, pursuant to delegated
                                                the CAT NMS Plan amendment                              between NMS Stocks and OTC Equity                     authority.26
                                                adopting CAT Fees for Participants; and                 Securities.’’                                         Robert W. Errett,
                                                (10) requires the proposed fees to                      III. Solicitation of Comments                         Deputy Secretary.
                                                automatically expire two years from the                                                                       [FR Doc. 2017–27004 Filed 12–14–17; 8:45 am]
                                                operative date of the CAT NMS Plan                         Interested persons are invited to
                                                amendment adopting CAT Fees for                         submit written data, views and                        BILLING CODE 8011–01–P

                                                Participants. On November 3, 2017, SRO                  arguments concerning the foregoing,
                                                filed the First Amendment and                           including whether the proposal, as
                                                                                                        amended by Amendment No. 1 and                        SECURITIES AND EXCHANGE
                                                proposed to amend the Original                                                                                COMMISSION
                                                Proposal to reflect these changes.                      Amendment No. 2, is consistent with
                                                   SRO submits this Second Amendment                    the Act. Comments may be submitted by                 [Release No. 34–82269; File No. SR–
                                                to the revise the proposal as set forth in              any of the following methods:                         BatsEDGA–2017–13]
                                                the First Amendment to discount the                     Electronic Comments
                                                OTC Equity Securities market share of                                                                         Self-Regulatory Organizations; Cboe
                                                                                                          • Use the Commission’s internet                     EDGA Exchange, Inc.; Notice of Filing
                                                all Execution Venue ATSs trading OTC
                                                                                                        comment form (http://www.sec.gov/                     of Amendment No. 2 to the Proposed
                                                Equity Securities, rather than applying
                                                                                                        rules/sro.shtml); or                                  Rule Change To Amend the Schedule
                                                the discount solely to those Execution                    • Send an email to rule-comments@
                                                Venue ATSs that exclusively trade OTC                                                                         of Fees and Assessments To Adopt a
                                                                                                        sec.gov. Please include File Number SR–               Fee Schedule To Establish Fees for
                                                Equity Securities, when calculating the                 BatsBZX–2017–38 on the subject line.
                                                market share of Execution Venue ATS                                                                           Industry Members Related to the
                                                trading OTC Equity Securities. As                       Paper Comments                                        National Market System Plan
                                                                                                                                                              Governing the Consolidated Audit Trail
                                                discussed in the First Amendment:                          • Send paper comments in triplicate
                                                   The Operating Committee determined to                to Secretary, Securities and Exchange                 December 11, 2017.
                                                discount the market share of Execution                  Commission, 100 F Street NE,
                                                Venue ATSs exclusively trading OTC Equity               Washington, DC 20549–1090.                            I. Introduction
                                                Securities as well as the market share of the           All submissions should refer to File                     On May 16, 2017, Bats EDGA
                                                FINRA ORF in recognition of the different                                                                     Exchange, Inc., n/k/a Cboe EDGA
                                                                                                        Number SR–BatsBZX–2017–38. This file
                                                trading characteristics of the OTC Equity
                                                Securities market as compared to the market             number should be included on the                      Exchange, Inc., (‘‘Exchange’’ or ‘‘SRO’’)
                                                in NMS Stocks. Many OTC Equity Securities               subject line if email is used. To help the            filed with the Securities and Exchange
                                                are priced at less than one dollar—and a                Commission process and review your                    Commission (‘‘Commission’’), pursuant
                                                significant number at less than one penny—              comments more efficiently, please use                 to Section 19(b)(1) of the Securities
                                                per share and low-priced shares tend to trade           only one method. The Commission will                  Exchange Act of 1934 (‘‘Act’’) 1 and Rule
                                                in larger quantities. Accordingly, a                    post all comments on the Commission’s                 19b–4 thereunder,2 a proposed rule
                                                disproportionately large number of shares are           internet website (http://www.sec.gov/                 change to adopt a fee schedule to
                                                involved in transactions involving OTC                  rules/sro.shtml). Copies of the                       establish the fees for Industry Members
                                                Equity Securities versus NMS Stocks.                                                                          related to the National Market System
                                                Because the proposed fee tiers are based on
                                                                                                        submission, all subsequent
                                                market share calculated by share volume,                amendments, all written statements                    Plan Governing the Consolidated Audit
                                                Execution Venue ATSs exclusively trading                with respect to the proposed rule                     Trail (‘‘CAT NMS Plan’’). The proposed
                                                OTC Equity Securities and FINRA would                   change that are filed with the                        rule change was published in the
                                                likely be subject to higher tiers than their            Commission, and all written                           Federal Register for comment on June 1,
                                                operations may warrant.25                               communications relating to the                        2017.3 The Commission received seven
                                                   The Operating Committee believes                     proposed rule change between the                      comment letters on the proposed rule
                                                that this argument applies equally to                   Commission and any person, other than                 change,4 and a response to comments
                                                both Execution Venue ATSs exclusively                   those that may be withheld from the
                                                                                                                                                                26 17  CFR 200.30–3(a)(12).
                                                trading OTC Equity Securities and to                    public in accordance with the
                                                                                                                                                                1 15  U.S.C. 78s(b)(1).
                                                Execution Venue ATSs that trade OTC                     provisions of 5 U.S.C. 552, will be                      2 17 CFR 240.19b–4.
                                                Equity Securities as well as other                      available for website viewing and                        3 See Securities Exchange Act Release No. 80784

                                                securities. Accordingly, SRO proposes                   printing in the Commission’s Public                   (May 26, 2017), 82 FR 25448 (June 1, 2017)
                                                to amend paragraph (b)(2) of the                        Reference Room, 100 F Street NE,                      (‘‘Original Proposal’’).
                                                Consolidated Audit Trail Funding Fees                   Washington, DC 20549, on official                        4 Since the CAT NMS Plan Participants’ proposed

                                                                                                        business days between the hours of                    rule changes to adopt fees to be charged to Industry
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                                                to apply the discount to all Execution                                                                        Members to fund the consolidated audit trail are
                                                Venue ATSs trading OTC Equity                           10:00 a.m. and 3:00 p.m. Copies of the                substantively identical, the Commission is
                                                Securities. Specifically, SRO proposes                  filing also will be available for                     considering all comments received on the proposed
                                                to change the parenthetical regarding                   inspection and copying at the principal               rule changes regardless of the comment file to
                                                                                                        office of the Exchange. All comments                  which they were submitted. See text accompanying
                                                the OTC Equity Securities discount in                                                                         note 12 infra, for a list of the CAT NMS Plan
                                                                                                        received will be posted without change.               Participants. See Letter from Theodore R. Lazo,
                                                  25 SR–BatsBZX–2017–38, Amendment No. 1 at             Persons submitting comments are                       Managing Director and Associate General Counsel,
                                                page 30.                                                cautioned that we do not redact or edit               Securities Industry and Financial Markets



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Document Created: 2017-12-15 03:37:10
Document Modified: 2017-12-15 03:37:10
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation82 FR 59900 

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