Joint Industry Plan; Order Approving Amendments to the National Market System Plan Governing the Consolidated Audit Trail Designed To Implement Cost Savings Measures, 103033-103051 [2024-29912]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 89, Number 243 (Wednesday, December 18, 2024)]
[Notices]
[Pages 103033-103051]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-29912]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101901; File No. 4-698]


Joint Industry Plan; Order Approving Amendments to the National 
Market System Plan Governing the Consolidated Audit Trail Designed To 
Implement Cost Savings Measures

December 12, 2024.

I. Introduction

    On March 27, 2024, and pursuant to Section 11A(a)(3) of the 
Securities Exchange Act of 1934 (the ``Exchange Act'') \1\ and Rule 608 
of Regulation NMS thereunder,\2\ BOX Exchange LLC, Cboe BYX Exchange, 
Inc., Cboe BZX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe EDGA 
Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe Exchange, Inc., The 
Financial Industry Regulatory Authority, Inc., Investors' Exchange LLC, 
Long-Term Stock Exchange, Inc., MEMX LLC, Miami International 
Securities Exchange LLC, MIAX Emerald, LLC, MIAX PEARL, LLC, Nasdaq BX, 
Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC, Nasdaq PHLX 
LLC, The Nasdaq Stock Market LLC, New York Stock Exchange LLC, NYSE 
American LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and NYSE National, 
Inc. (``the Participants'') filed with the Securities and Exchange 
Commission (the ``Commission'' or the ``SEC'') proposed amendments to 
the national market system plan governing the consolidated audit trail 
(the ``CAT NMS Plan'' or ``Plan'').\3\ These proposed amendments (the 
``Proposal'') were designed to implement certain costs saving 
measures,\4\ including: (A) provisions that would change processing, 
query, and storage requirements for options market maker quotes in 
listed options; (B) provisions that would permit the Plan Processor \5\ 
to move raw unprocessed data and interim operational copies of CAT Data 
\6\

[[Page 103034]]

older than 15 days to what the Participants described as a more cost-
effective storage tier; (C) provisions that would permit the Plan 
Processor to provide an interim CAT-Order-ID \7\ to regulatory users on 
an ``as requested'' basis, rather than on a daily basis; and (D) 
provisions that would codify and expand exemptive relief recently 
provided by the Commission related to certain recordkeeping and data 
retention requirements for industry testing data.\8\ The Proposal was 
published for comment in the Federal Register on April 16, 2024.\9\
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    \1\ 15 U.S.C 78k-1(a)(3).
    \2\ 17 CFR 242.608.
    \3\ In July 2012, the Commission adopted Rule 613 of Regulation 
NMS, which required the Participants to jointly develop and submit 
to the Commission a national market system plan to create, 
implement, and maintain a consolidated audit trail (the ``CAT''). 
See Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 
45722 (Aug. 1, 2012) (``Rule 613 Adopting Release''); 17 CFR 
242.613. On November 15, 2016, the Commission approved the CAT NMS 
Plan. See Securities Exchange Act Release No. 78318 (Nov. 15, 2016), 
81 FR 84696 (Nov. 23, 2016) (``CAT NMS Plan Approval Order''). The 
CAT NMS Plan is Exhibit A to the CAT NMS Plan Approval Order. See 
CAT NMS Plan Approval Order, at 84943-85034. The CAT NMS Plan 
functions as the limited liability company agreement of the jointly 
owned limited liability company formed under Delaware state law 
through which the Participants conduct the activities of the CAT 
(the ``Company''). Each Participant is a member of the Company and 
jointly owns the Company on an equal basis. The Participants 
submitted to the Commission a proposed amendment to the CAT NMS Plan 
on August 29, 2019, which they designated as effective on filing. 
Under the amendment, the limited liability company agreement of a 
new limited liability company named Consolidated Audit Trail, LLC 
serves as the CAT NMS Plan, replacing in its entirety the CAT NMS 
Plan. See Securities Exchange Act Release No. 87149 (Sept. 27, 
2019), 84 FR 52905 (Oct. 3, 2019).
    \4\ See Letter from Brandon Becker, CAT NMS Plan Operating 
Committee Chair, to Vanessa Countryman, Secretary, Commission, dated 
March 27, 2024, available at https://catnmsplan.com/sites/default/files/2024-03/03.27.24-Proposed-CAT-NMS-Plan-Amendment-Cost-Savings-Amendment.pdf. MIAX Sapphire, LLC was not a Participant to the CAT 
NMS Plan when the Proposal was originally filed, but the 
Participants filed an immediately-effective amendment to the CAT NMS 
Plan on July 30, 2024 to add MIAX Sapphire, LLC as a Participant. 
See Securities Exchange Act Release No. 100631 (July 31, 2024), 89 
FR 64011 (Aug. 6, 2024).
    \5\ The ``Plan Processor'' is ``the Initial Plan Processor or 
any other Person selected by the Operating Committee pursuant to SEC 
Rule 613 and Sections 4.3(b)(i) and 6.1, and with regard to the 
Initial Plan Processor, the Selection Plan, to perform the CAT 
processing functions required by SEC Rule 613 and set forth in this 
Agreement.'' See CAT NMS Plan, supra note 3, at Section 1.1.
    \6\ ``CAT Data'' is ``data derived from Participant Data, 
Industry Member Data, SIP Data, and such other data as the Operating 
Committee may designate as `CAT Data' from time to time.'' See id.
    \7\ The ``CAT-Order-ID'' is ``a unique order identifier or 
series of unique order identifiers that allows the central 
repository to efficiently and accurately link all reportable events 
for an order, and all orders that result from the aggregation or 
disaggregation of such order.'' See 17 CFR 242.613(j)(1); see also 
CAT NMS Plan, supra note 3, at Section 1.1 (```CAT-Order-ID' has the 
same meaning provided in SEC Rule 613(j)(1).'').
    \8\ See Securities Exchange Act Release No. 99023 (Nov. 27, 
2023), 88 FR 84026 (Dec. 1, 2023) (``Industry Test Data Exemptive 
Relief Order'').
    \9\ See Securities Exchange Act Release No. 99938 (Apr. 10, 
2024), 89 FR 26983 (Apr. 16, 2024) (``Notice''). Comments received 
in response to the Notice can be found on the Commission's website 
at https://www.sec.gov/comments/4-698/4-698-d.htm.
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    On July 15, 2024, the Commission instituted proceedings pursuant to 
Rule 608(b)(2)(i) of Regulation NMS,\10\ to determine whether to 
disapprove the Proposal or to approve the Proposal with any changes or 
subject to any conditions the Commission deems necessary or appropriate 
after considering public comment (the ``OIP'').\11\
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    \10\ 17 CFR 242.608(b)(2)(i).
    \11\ See Securities Exchange Act Release No. 100530 (July 15, 
2024), 89 FR 58838 (July 19, 2024).
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    The Participants subsequently submitted an amendment to their 
Proposal on September 20, 2024 (the ``Amendment''), which, among other 
things, withdrew the proposed provisions that would have permitted the 
Plan Processor to provide an interim CAT-Order-ID to regulatory users 
on an ``as requested'' basis, rather than on a daily basis.\12\ The 
Amendment was published for comment in the Federal Register on October 
7, 2024.\13\ On October 8, 2024, to provide sufficient time to consider 
the changes set forth in the Amendment and any comments received on the 
Amendment, the Commission extended the period within which it must 
conclude its proceedings to December 12, 2024.\14\
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    \12\ See Letter from Brandon Becker, CAT NMS Plan Operating 
Committee Chair, to Vanessa Countryman, Secretary, Commission, dated 
Sept. 20, 2024, available at https://www.sec.gov/comments/4-698/4698-522995-1501362.pdf.
    \13\ See Securities Exchange Act Release No. 101225 (Oct 1, 
2024), 89 FR 81120 (Oct. 7, 2024). Comments received in response to 
the Amendment can be found on the Commission's website at https://www.sec.gov/comments/4-698/4-698-d.htm.
    \14\ See Securities Exchange Act Release No. 101277 (Oct. 8, 
2024), 89 FR 83068 (Oct. 15, 2024).
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    This order approves the Proposal, as modified by the Amendment 
(hereinafter, the ``Proposal'' unless otherwise noted).

II. Description of the Proposal, as Modified by the Amendment

    The Commission is approving the proposed changes to the CAT NMS 
Plan.\15\
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    \15\ See Notice at note 9, OIP at note 11, and Amendment at note 
13 for further description of the changes proposed by the 
Participants.
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A. Processing, Query, and Storage Requirements for Options Market Maker 
Quotes in Listed Options

    The Participants proposed to amend the processing, query, and 
storage requirements that apply to Options Market Maker \16\ quotes in 
Listed Options \17\ through the inclusion of a new Section 3.4 in 
Appendix D of the CAT NMS Plan. Section 6.3(d) of the CAT NMS Plan 
currently requires each Participant to record and electronically report 
to the Central Repository \18\ details for all Options Market Maker 
quotes.\19\ With respect to Options Market Maker quotes in Listed 
Options, Section 6.4(d)(iii) of the CAT NMS Plan states that Reportable 
Events \20\ required pursuant to Section 6.3(d)(ii) and (iv) shall be 
reported to the Central Repository by an Options Exchange in lieu of 
the reporting of such information by the Options Market Maker.\21\ 
Section 6.4(d)(iii) of the CAT NMS Plan also requires Options Market 
Makers to report to an Options Exchange the time at which a quote in a 
Listed Option is sent to the Options Exchange (and, if applicable, any 
subsequent quote modifications and/or cancellation time when such 
modification or cancellation is originated by the Options Market 
Maker), pursuant to compliance rules established by the Options 
Exchanges.\22\ Quote sent time information must be reported to the 
Central Repository by the Options Exchange in lieu of reporting by the 
Options Market Maker.\23\
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    \16\ An ``Options Market Maker'' is a ``broker-dealer registered 
with an exchange for the purpose of making markets in options 
contracts on the exchange.'' See CAT NMS Plan, supra note 3, at 
Section 1.1. Each Participant has also promulgated rules for its 
members that generally govern what constitutes a ``market maker 
quote'' and/or ``market maker quotation'' for that Participant. See, 
e.g., The Nasdaq Stock Market LLC Rules, Options 2, Section 5, 
``Market Maker Quotations''; Cboe Exchange, Inc. Rule 5.52, ``Market 
Maker Quotes''; NYSE Arca, Inc. Rule 6.37AP-O, ``Market Maker 
Quotations.''
    \17\ A ``Listed Option'' is ``any option traded on a registered 
national securities exchange or automated facility of a national 
securities association.'' See Rule 600(b)(35) of Regulation NMS; see 
also CAT NMS Plan, supra note 3, at Section 1.1. (defining a 
``Listed Option'' as having ``the meaning set forth in Rule 
600(b)(35) of Regulation NMS.''). Subsequent to approval of the CAT 
NMS Plan, Rule 600(b)(35) was redesignated as Rule 600(b)(43) 
without any changes to its terms.
    \18\ ``Central Repository'' means ``the repository responsible 
for the receipt, consolidation, and retention of all information 
reported to the CAT pursuant to SEC Rule 613 and [the CAT NMS 
Plan.]'' See CAT NMS Plan, supra note 3, at Section 1.1.
    \19\ See Notice, supra note 9, at 26985.
    \20\ A ``Reportable Event'' includes, but is not limited to, 
``the original receipt or origination, modification, cancellation, 
routing, execution (in whole or in part) and allocation of an order, 
and receipt of a routed order.'' See CAT NMS Plan, supra note 3, at 
Section 1.1.
    \21\ See Notice, supra note 9, at 26985.
    \22\ Id.
    \23\ Id.; see also CAT NMS Plan, supra note 3, at Section 
6.4(d)(iii).
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    The CAT NMS Plan requires all CAT Data reported to the Central 
Repository to be processed and assembled to create the complete 
lifecycle of each Reportable Event.\24\ Appendix D, Section 3 of the 
CAT NMS Plan states that the Plan Processor must use a ``daisy chain 
approach,'' in which a series of unique order identifiers, assigned to 
all order events handled by CAT Reporters,\25\ are linked together by 
the Central Repository and assigned a single CAT-generated CAT-Order-ID 
that is associated with each individual order event and used to create 
the complete lifecycle of an order.\26\ Timelines for data processing 
and data availability are described in Section 6.1 and Section 6.2 of 
Appendix D of the CAT NMS Plan.\27\ The CAT NMS Plan further provides 
that regulators will have access to processed CAT Data through an 
online targeted query tool and through user-defined direct queries and 
bulk extract tools described in Section 8.1 and Section 8.2 of Appendix 
D of the CAT NMS Plan.\28\
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    \24\ See Notice, supra note 9, at 26985; see also CAT NMS Plan, 
supra note 3, at Section 6.5(b)(i) (requiring the Plan Processor to 
link CAT data).
    \25\ ``CAT Reporter'' means ``each national securities exchange, 
national securities association and Industry Member that is required 
to record and report information to the Central Repository pursuant 
to SEC Rule 613(c).'' See CAT NMS Plan, supra note 3, at Section 
1.1.
    \26\ See also Notice, supra note 9, at 26985.
    \27\ Id.
    \28\ Id. See also CAT NMS Plan, supra note 3, at Section 
6.5(c)(ii).
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    The Participants proposed to amend the CAT NMS Plan to provide that 
Options Market Maker quotes in Listed Options will not be subject to 
any requirement to link and create an order lifecycle, and will not 
undergo any linkage validation, linkage feedback, or lifecycle 
enrichment processing, but

[[Page 103035]]

will undergo ingestion validation.\29\ The Participants stated that, as 
described in Section 5.1 (Market Maker Quotes) of the Plan Participant 
Technical Specifications, there are two types of events used to report 
Options Market Maker quotes in Listed Options: Option Quote (``OQ'') 
events, which are used to report a new quote or a quote replacement, 
and Option Quote Cancel (``OQC'') events, which are used to report when 
a quote is canceled.\30\ The Participants also stated that only OQ and/
or OQC events would be subject to the amended processing, query, and 
storage requirements.\31\ All other options events \32\ would continue 
to be subject to the requirement to link and create an order lifecycle, 
would continue to undergo linkage validation, linkage feedback, and 
linkage enrichment processing, and would continue to be available as 
usual to regulatory users through existing query tools.\33\ The 
Proposal does not alter any of the reporting obligations set forth 
under the CAT NMS Plan \34\ including, without limitation, obligations 
to accurately report OQ and OQC events, obligations related to the 
reporting of ``all Material Terms of the Order'' for Options Market 
Maker quotes or obligations related to the reporting of the time at 
which a quote in a Listed Option is sent to an Options Exchange.\35\
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    \29\ See Amendment, supra note 13, at proposed Section 3.4.
    \30\ See id. at 81121; see also CAT Reporting Technical 
Specifications for Plan Participant v. 4.1.0-r22 (Sept. 10, 2024), 
at Section 5.1, available at https://catnmsplan.com/sites/default/files/2024-09/9.10.2024-CAT-Reporting_Technical_Specifications_for_Participants_4.1.0-r22.pdf.
    \31\ See Amendment, supra note 13, at 81121.
    \32\ See Part III.B, Table 1, Note 1 infra for further 
description of other options events; see also Letter from Brandon 
Becker, CAT NMS Plan Operating Committee Chair, to Vanessa 
Countryman, Secretary, Commission, dated July 8, 2024, at 6-7, 
available at https://www.sec.gov/comments/4-698/4698-489583-1406426.pdf (``Participant Letter''). Additionally, when an Options 
Market Maker quote is on one side of an ``Options Trade'' or ``OT'' 
event, the Participants explained that the quote side of the OT 
event will not be linked to the Options Market Maker quote via the 
linkage process. Rather, a single event lifecycle will be created 
that contains only the quote side of the OT event. The Participants 
stated that regulators would be able to ``readily identify'' the 
Options Market Maker quote executed in an OT event via the quoteID 
field on the side of the OT event involving the Options Market Maker 
quote. In addition, the Participants explained that the side of the 
OT event that does not involve an Options Market Maker quote would 
be linked with the relevant order, would include the order lifecycle 
related to such order, and would be subject to all lifecycle 
enrichment processing. See Amendment, supra note 13, at 81121.
    \33\ See, e.g., Participant Letter, supra note 32, at 6-7; 
Amendment, supra note 13, at 81121.
    \34\ See, e.g., Notice, supra note 9, at 26984.
    \35\ See, e.g., CAT NMS Plan, supra note 3, at Section 
6.4(d)(iii); id. at Section 6.3(ii)(G) and (iv)(E).
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    While such reporting obligations would not be altered by proposed 
Section 3.4 of Appendix D, the Proposal alters the Plan Processor's 
obligations regarding the processing, query, and storage of Options 
Market Maker quotes in Listed Options. Specifically, the Plan Processor 
would be required by proposed Section 3.4 of Appendix D only to ingest 
and store Options Market Maker quotes in Listed Options.\36\ Pursuant 
to proposed Section 3.4 of Appendix D, the Plan Processor would not be 
required to also link and create an order lifecycle for Options Market 
Maker quotes in Listed Options, and such data would not undergo any 
linkage validation, linkage feedback, or lifecycle enrichment 
processing, although it would undergo ingestion validation.\37\ 
Proposed Section 3.4 of Appendix D would state that unlinked data for 
Options Market Maker quotes in Listed Options would be made available 
to regulators by T+1 at 12:00 p.m. Eastern Time.\38\
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    \36\ See Notice, supra note 9, at 26984.
    \37\ Id. at 26984 n.15; Amendment, supra note 13 at proposed 
Appendix D, Section 3.4. See also Amendment, supra note 13, at 81121 
(citing Appendix B-1 and Appendix B-3 of the CAT Reporting Technical 
Specifications for Plan Participants, Version 4.1.0-r.21 (Apr. 15, 
2024), available at https://www.catnmsplan.com/sites/default/files/2024-04/04.15.2024-CAT_Reporting_Technical_Specifications_for_Participants_4.1.0-r21.pdf, which describe data ingestion error codes and linkage 
validation error codes). Aside from ``linkage validation,'' the CAT 
NMS Plan would continue to obligate the Plan Processor to perform 
the other kinds of data validation that are required by Section 7.2 
of the CAT NMS Plan.
    \38\ See Amendment, supra note 13, at proposed Appendix D, 
Section 3.4. In addition, the Participants proposed to make 
conforming changes to certain provisions of Appendix D to include 
cross-references to proposed Section 3.4. See id. at 81121-22; see 
also id. at proposed Appendix D, Section 3, Section 6.1, and Section 
8.1.1.
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    The Participants clarified the impact of this change by explaining 
that the following data elements would no longer be available for 
Options Market Maker quotes in Listed Options under proposed Section 
3.4 of Appendix D: Derived Next Event Timestamp/Derived Next Event 
Epoch Timestamp, CAT Lifecycle Sequence Number, CAT Lifecycle ID (i.e., 
CAT Order ID and Venue Order ID), and Derived Next Event Type Code.\39\ 
In addition, certain processing enrichments, which the Participants 
characterized as ``linkage metadata,'' would no longer be available 
under proposed Section 3.4 of Appendix D: Intra Venue Link Status Code, 
Unlinked Indicator, Lifecycle Assembly Date, and Associated 
Lifecycles.\40\ Nevertheless, proposed Section 3.4 of Appendix D would 
require the Plan Processor to provide to regulatory users, upon 
request, the business and technical requirements needed to re-create 
the eliminated data elements and/or enrichments, as well as the code 
the Plan Processor currently uses to derive these eliminated data 
elements and/or enrichments from the unprocessed Options Market Maker 
quotes in Listed Options.\41\
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    \39\ See id. at 81124.
    \40\ Id. The Participants also explained that the Top Indicator 
data element would not be affected, because it is not a processing 
enrichment available on Participant events like Options Market Maker 
quotes on Listed Options. Id.
    \41\ Id. According to the Participants, the Plan Processor would 
not update this code and/or logic following approval of proposed 
Section 3.4; rather, it would ``maintain a copy of each so that they 
may be provided to any regulators that might request them in the 
future,'' such that regulators would ``all receive the same version 
of the code and/or logic regardless of whether they make their 
request immediately upon the approval of the [Amendment] or at some 
point in the future.'' See Participant Letter, supra note 32, at 6. 
However, the Participants stated that the ``regulatory groups of 
each of the Participants have indicated that they do not require 
these data elements to perform their surveillance and regulatory 
functions and/or have the capability to derive these data elements 
themselves.'' See Participant Letter, supra note 32, at 6.
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    The CAT NMS Plan currently requires that the Plan Processor provide 
access to CAT Data to the Participants and the Commission through 
various query tools, including an online targeted query tool that 
provides authorized users with the ability to retrieve CAT Data via an 
online query screen that includes the ability to choose from a variety 
of pre-defined selection criteria and user-defined direct queries and 
bulk extracts that provide authorized users with the ability to 
retrieve CAT Data via a query tool or language that allows users to 
query all available attributes and data sources.\42\ The online 
targeted query tool functionality provided by FINRA CAT, the current 
Plan Processor, is provided by tools that are sometimes referred to as 
``DIVER'' or ``MIRS.'' ``BDSQL'' is the user-defined direct query tool 
provided by FINRA CAT, and ``Direct Read'' is the bulk extract tool 
provided by FINRA CAT.
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    \42\ See CAT NMS Plan, supra note 3, at Section 6.10(c); see id. 
at Appendix D, Section 8.1 and Section 8.2. See also id. at Section 
6.5(c)(ii) (requiring the CAT to ``allow the ability to return 
results of queries that are complex in nature, including market 
reconstruction and the status of order books at varying time 
intervals).
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    Under proposed Section 3.4 of Appendix D, Options Market Maker 
quotes in Listed Options would be accessible through BDSQL and Direct 
Read interfaces only and would not be

[[Page 103036]]

accessible through DIVER.\43\ In addition, the Participants stated that 
elimination of linkage and feedback processes would remove Options 
Market Maker quotes in Listed Options from certain DIVER and/or MIRS 
interfaces: Options Market Replay, OLA Viewer, and All-Related 
Lifecycle Event queries.\44\ These DIVER and MIRS tools currently 
enable regulatory users with less expertise in sophisticated 
programming skills to access CAT Data. BDSQL and Direct Read--which 
will be the only query tools that still contain Options Market Maker 
quotes in Listed Options data under the Proposal--require programming 
skills in remote data processing and/or knowledge of structured query 
programming language. The Participants explained that the BDSQL and 
Direct Read interfaces ``represent a significantly more cost-efficient 
method of providing access'' to the relevant data,\45\ insofar as the 
Plan Processor estimated that ``the continued optimization of Options 
Market Maker Quotes to make them available via DIVER would cost 
approximately $2.8 million per year.'' \46\ The Participants stated 
that each of their regulatory groups would be able to conduct their 
regulatory programs accessing Options Market Maker quotes in Listed 
Options using only BDSQL and Direct Read and that each regulatory group 
supported the proposed modification.\47\
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    \43\ See Amendment, supra note 13, at proposed Appendix D, 
Section 3.4; see also Participant Letter, supra note 32, at 5.
    \44\ See Notice, supra note 9, at 26984.
    \45\ See Participant Letter, supra note 32, at 5.
    \46\ Id. According to the Participants, this estimate consisted 
of ``approximately (i) $2.2 million per year in compute costs for 
producing the DIVER-specific hash partition copy of Options Market 
Maker Quotes, and (ii) $600,000 per year in storage costs for one 
year's worth of DIVER-specific copies of Options Market Maker 
Quotes.'' Id. The Participants explained that these costs were 
included in the larger processing and storage cost estimates 
described below. See Amendment, supra note 13, at 88123; see also 
notes 53-57 and associated text infra.
    \47\ See Notice, supra note 9, at 26985; see also Participant 
Letter, supra note 32, at 5.
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    The Participants estimated that costs related to creating 
lifecycles for Options Market Maker quotes in Listed Options were $30 
million in 2023.\48\ However, the Participants acknowledged, in their 
Proposal, that they had already begun to implement certain measures to 
reduce the costs associated with lifecycle linkages for Options Market 
Maker quotes in Listed Options, pursuant to exemptive relief issued by 
the Commission in November 2023.\49\ The Participants stated that the 
November 2023 Exemptive Relief Order allows the Plan Processor to 
create lifecycle linkages for Options Market Maker quotes in Listed 
Options only once by T+2 at 8 a.m. Eastern Time (as opposed to 
requiring both an interim lifecycle by T+1 at 9 p.m. Eastern Time and a 
final lifecycle by T+5 at 8 a.m. Eastern Time).\50\ The Participants 
stated that they expected the above-described ``single pass'' approach 
to generating lifecycles for options quotes to result in annual savings 
of approximately $5.4 million upon implementation in April 2024,\51\ 
and the Commission understands that this ``single pass'' functionality 
has now been implemented.
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    \48\ See Notice, supra note 9, at 26985.
    \49\ See Securities Exchange Act Release No. 98848 (Nov. 2, 
2023), 88 FR 77128 (Nov. 8, 2023) (``November 2023 Exemptive Relief 
Order'').
    \50\ See Notice, supra note 9, at 26984 n.15 (citing November 
2023 Exemptive Relief Order). The Participants stated that the Plan 
Processor would no longer be required to create any lifecycle 
linkages for Options Market Maker quotes in Listed Options under 
their Proposal. See id. at 26984.
    \51\ Id. at 26984.
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    The Participants estimated that the Proposal would result in 
approximately $20 million in additional annual cost savings in the 
first year, such that the cost impact of Options Market Maker quotes in 
Listed Options on the CAT would be reduced from approximately $24.4 
million (inclusive of anticipated savings resulting from the 
implementation of the options quotes ``single pass'' proposal described 
above) to approximately $4.0 million annually.\52\
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    \52\ See id. at 26984-85. The Participants stated that their 
cost savings estimates assumed an approximate 65% reduction in 
compute runtime associated with options exchange events and an 
approximate 80% reduction in storage footprint through the 
elimination of versioned options quote data (e.g., interim, final, 
DIVER-optimized, OLA copies). See id. at 26985 n.19.
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    According to the Participants, approximately $12 million of these 
estimated $20 million in cost savings would be attributable to 
``linkage processing and data processing reductions, assuming 22 
processing days per month for a total of 264 processing days in a year 
and based on data volumes observed in the first half of 2024.'' \53\ 
Specifically, the Participants stated that ``[l]inkage processing costs 
would be reduced from approximately $27,000 per day to $0 per day, 
resulting in estimated annual linkage processing savings of $7,128,000 
($27,000/day x 264 days). Data processing costs (i.e., costs 
attributable to data ingestion and preparation and publication of data 
versions to the relevant regulatory interfaces) would be reduced from 
approximately $27,000 per day to $9,000 per day, resulting in estimated 
annual data processing savings of $4,752,000 ($18,000/day x 264 
days).'' \54\ The Participants explained that these estimated cost 
savings could increase if ``data volumes continue to increase as they 
have historically . . . .'' \55\ The Participants further estimated 
that approximately $8 million of the estimated $20 million in cost 
savings would be attributable to ``the reduction in the storage 
footprint for Options Market Maker Quotes in Listed Options through the 
elimination of versioned quote data (i.e., T+2 8 a.m. ET, T+5 8 a.m. 
ET, DIVER and OLA copies).'' \56\ The Participants explained that this 
estimate assumed a ``reduction of the current production storage 
footprint of approximately 37.5 petabytes (PB) per month based on the 
data volumes from the first half of 2024 to approximately 9 PB per 
month'' across various storage tiers.\57\
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    \53\ See Amendment, supra note 13, at 81123.
    \54\ Id.
    \55\ Id.
    \56\ Id.
    \57\ Id.
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    The Participants stated that one-time implementation costs, which 
would ``generally consist of Plan Processor labor costs associated with 
coding and software development, as well as any related cloud fees 
associated with the development, testing and load testing of the 
proposed changes,'' were expected to be ``minimal relative to overall 
cost savings'' and explained that such costs ``may vary based on 
various factors, including the details of any requirements in any final 
amendment approved by the Commission and any changes in labor costs.'' 
\58\ The Participants stated that ``[o]ngoing operational costs, other 
than cloud hosting costs'' would not be affected by the proposed 
amendments.\59\ They also stated that actual future savings could be 
more or less than their estimates due to changes in a number of 
variables on which their estimates were based, including ``current CAT 
NMS Plan requirements; reporting by Participants, Industry Members, and 
market data providers; observed data rates and volumes; current storage 
and compute pricing discounts, compute reservations, and cost savings 
plans (i.e., including savings attributable to the daily On-Demand 
Capacity Reservations and Compute Savings Plan); and associated cloud 
fees.'' \60\ The Participants stated that they believed that ``the cost 
savings

[[Page 103037]]

estimates and assumptions [were] reasonable and provide[d] an adequate 
basis for the Commission to evaluate the costs and benefits'' of their 
Proposal.\61\
---------------------------------------------------------------------------

    \58\ Id.
    \59\ Id.
    \60\ See Participant Letter, supra note 32, at 2; see also 
Amendment, supra note 13, at 81122-23. ``Industry Member'' means ``a 
member of a national securities exchange or a member of a national 
securities association.'' See CAT NMS Plan, supra note 3, at Section 
1.1.
    \61\ See Amendment, supra note 13, at 81122-23.
---------------------------------------------------------------------------

    Although the Participants represented that Options Market Maker 
quotes in Listed Options are the single largest data source for the 
CAT, comprising approximately 98% of all options exchange events and 
approximately 75% of all transaction volume stored in the CAT,\62\ the 
Participants stated the changes set forth in the Proposal would have a 
limited impact on regulators.\63\ The Participants stated that 
regulators would still have access to unlinked Options Market Maker 
quotes in Listed Options by T+1 at 12:00 p.m. Eastern Time under the 
Proposal and asserted that regulatory users would be able to derive the 
currently available data enrichments if needed.\64\ The Participants 
further stated that ``[l]inkage validation is not necessary for Options 
Market Maker Quotes because the quoteID is an effective replacement for 
tying quotes to trades.'' \65\ Since the vast majority of Options 
Market Maker quotes in Listed Options lifecycles consist of just two 
events--the quote and its subsequent cancellation--the Participants 
also explained that the number of Options Market Maker quotes in Listed 
Options that result in an execution and/or allocation in the first 
place would be extremely low.\66\ Finally, the Participants stated that 
their usage data ``demonstrates'' that Options Market Maker quotes in 
Listed Options lifecycles are ``very rarely accessed by regulators.'' 
\67\
---------------------------------------------------------------------------

    \62\ See Notice, supra note 9, at 26984.
    \63\ Id. at 26984-85.
    \64\ Id. at 26984.
    \65\ See Participant Letter, supra note 32, at 4.
    \66\ See Notice, supra note 9, at 26985.
    \67\ Id. at 26984.
---------------------------------------------------------------------------

    Two commenters were supportive of these aspects of the 
Proposal.\68\ For example, SIFMA stated that the ``enormity of this 
data set . . . has created costs and challenges far beyond those 
envisioned when CAT was approved.'' \69\ SIFMA explained that the 
``quote-to-trade ratio in listed options markets is so large that the 
operational costs of linking quotes to trades is an unreasonable 
burden'' that had not been supported by a cost-benefit analysis.\70\ 
Moreover, SIFMA stated that ``the ratio keeps increasing, with [its] 
member data showing the most recent peak of 32,000 quotes per trade in 
the U.S. options market in December 2023,'' a ratio that they stated 
was ``nearly 4 times greater than the ratio described'' in the CAT NMS 
Plan Approval Order.\71\ SIFMA further expressed concern that there 
were no forces to ``constrain the increase in this ratio'' and asserted 
that ``certain SEC market structure initiatives might only accelerate 
the increase.'' \72\ Given the ``extremely small number of quotes'' 
with a ``corresponding trade,'' SIFMA did not believe it was reasonable 
to spend so much on processing and storage costs for Options Market 
Maker quotes in Listed Options, especially if such data would continue 
to be reported to the CAT and if ``the SEC or a Participant can use the 
quote data as part of its surveillance or investigation patterns, 
albeit with the need to perform some additional computations.'' \73\ 
FIF supported the Proposal, but suggested that the Commission go 
further and eliminate Options Market Maker quotes in Listed Options 
from the CAT altogether.\74\ FIF also requested that the Commission and 
the Participants ``conduct'' and make public ``a cost-benefit analysis 
of maintaining Options Market Maker Quotes in CAT vs. removing them 
from CAT.'' \75\
---------------------------------------------------------------------------

    \68\ See Letter from Howard Meyerson, Managing Director, 
Financial Information Forum, to Secretary, Commission, dated May 7, 
2024, available at https://www.sec.gov/comments/4-698/4698-467591-1256394.pdf (``FIF Letter I''); Letter from Ellen Greene, Managing 
Director, Equities and Options Market Structure, and Joseph 
Corcoran, Managing Director, Associate General Counsel, The 
Securities Industry and Financial Markets Association, to Vanessa 
Countryman, Secretary, Commission, dated May 31, 2024, available at 
https://www.sec.gov/comments/4-698/4698-479631-1372454.pdf (``SIFMA 
Letter I''); Letter from Howard Meyerson, Managing Director, 
Financial Information Forum, to Secretary, Commission, dated October 
25, 2024, available at https://www.sec.gov/comments/4-698/4698-534415-1532782.pdf (``FIF Letter II''); Letter from Ellen Greene, 
Managing Director, Equities and Options Market Structure, and Joseph 
Corcoran, Managing Director, Associate General Counsel, The 
Securities Industry and Financial Markets Association, to Vanessa 
Countryman, Secretary, Commission, dated October 28, 2024, available 
at https://www.sec.gov/comments/4-698/4698-535155-1534962.pdf 
(``SIFMA Letter II''). Nasdaq also commented in support of the 
proposed amendments, reiterating points made by the Participants in 
their filings and noting the support of SIFMA and FIF. See also 
Letter from Jeffrey S. Davis, Senior Vice President, Principal 
Deputy General Counsel, Nasdaq, Inc., to Vanessa A. Countryman, 
Secretary, Commission, dated July 1, 2024 (``Nasdaq Letter''), 
available at https://www.sec.gov/comments/4-698/4698-487351-1391254.pdf.
    \69\ SIFMA Letter I at 1-2; SIFMA Letter II at 1-2.
    \70\ SIFMA Letter I at 2-3.
    \71\ Id. at 2 (citing CAT NMS Plan Approval Order, supra note 3, 
at 84750).
    \72\ Id. For example, SIFMA explained that the Commission's 
recent ``tick size proposal has the potential to significantly 
expand the amount of quoting activity in the equities and listed 
options markets.'' Id. at 2 n.7.
    \73\ Id. at 2-3.
    \74\ FIF Letter I at 2; FIF Letter II at 2.
    \75\ FIF Letter I at 2.
---------------------------------------------------------------------------

    Rule 608(b)(2) states that the Commission shall approve a proposed 
amendment to an effective national market system plan, with such 
changes or subject to such conditions as the Commission may deem 
necessary or appropriate, if it finds that such amendment is necessary 
or appropriate in the public interest, for the protection of investors 
and the maintenance of fair and orderly markets, to remove impediments 
to, and perfect the mechanisms of, a national market system, or 
otherwise in furtherance of the purposes of the Exchange Act.\76\ When 
evaluating the estimated cost savings of approximately $20 million 
annually (and potentially more if data volumes continue to increase as 
they have historically) in light of the reduced functionalities for 
Options Market Maker quotes in Listed Options,\77\ the Proposal 
satisfies the approval standard set forth in Rule 608.\78\
---------------------------------------------------------------------------

    \76\ 17 CFR 242.608(b)(2). See also 15 U.S.C. 78k-1 (authorizing 
the Commission, by rule or order, to authorize or require the self-
regulatory organizations to act jointly with respect to matters as 
to which they share authority under the Exchange Act in planning, 
developing, operating, or regulating a facility of the national 
market system).
    \77\ See Amendment, supra note 13, at 81122-23. See also notes 
53-57 and associated text supra.
    \78\ The Commission recognizes that there are additional 
measures beyond the specific amendments proposed by the Participants 
here that could further reduce CAT costs or could identify areas for 
potential additional cost savings, such as FIF's suggestions that 
Options Market Maker quotes in Listed Options be eliminated from the 
CAT altogether and/or that the Commission and the Participants 
should conduct a separate ``cost-benefit analysis of maintaining 
Options Market Maker Quotes in CAT vs. removing them from CAT.'' See 
notes 74-75 and associated text supra. But, in our view, it is 
appropriate to proceed with the Participants' Proposal at this time. 
Approval of proposed Section 3.4 of Appendix D advances FIF's stated 
goal to ``manage and reduce CAT operating costs,'' FIF Letter I at 
2, and does not foreclose the Commission's or the Participants' 
ability to consider additional cost savings opportunities in the 
future. Nor does the existence of such additional measures or 
potential analyses call into question the proposed amendments' 
satisfaction of the approval standard set forth by Rule 608(b)(2) or 
otherwise warrant a departure from the policy choices proposed by 
the Participants.
---------------------------------------------------------------------------

    In reaching this conclusion, the Commission emphasizes several 
important considerations. The Proposal would preserve some of the 
functionality that would have otherwise been available to regulators 
with respect to Options Market Maker quotes in Listed Options, and the 
Commission continues to believe that such data has substantial 
regulatory value.\79\

[[Page 103038]]

Specifically, under proposed Section 3.4 of Appendix D, regulators 
would still have direct access to unlinked Options Market Maker quotes 
in Listed Options by T+1 at 12:00 p.m. Eastern Time.\80\ Regulators 
would also still be able to use two of the existing query tools--BDSQL 
and Direct Read--to access the relevant data, although access to this 
data through DIVER and certain MIRS interfaces would be eliminated.\81\
---------------------------------------------------------------------------

    \79\ Although the Participants have represented that usage data 
``demonstrates that such data is very rarely accessed by 
regulators,'' see Notice, supra note 9, at 26984, such usage data 
was obtained before the Participants represented to the Commission 
that CAT implementation was complete and does not reflect current 
usage patterns. Such data is therefore not dispositive evidence of 
the lack of regulatory need. See CAT Q2 & Q3 2024 Quarterly Progress 
Report, available at https://catnmsplan.com/sites/default/files/2024-07/CAT_Q2-and-Q3-2024-QPR.pdf.
    \80\ See Amendment, supra note 13, at proposed Section 3.4.
    \81\ Id.
---------------------------------------------------------------------------

    The Commission further understands that proposed Section 3.4 of 
Appendix D would also require the Plan Processor to provide regulators, 
on request, with the business and technical requirements needed to re-
create data elements and/or enrichments that would otherwise be 
eliminated for Options Market Maker quotes in Listed Options, as well 
as the code currently used by the Plan Processor to derive those data 
elements and/or enrichments.\82\ It may be feasible for regulators to 
perform such ad hoc processing of Options Market Maker Quotes in Listed 
Options, if they have adequate staff possessing the necessary 
specialized skills for this work and access to the necessary technical 
tools. In part, this is because lifecycles for Options Market Maker 
quotes in Listed Options data are generally less complex compared to 
lifecycles that include other CAT events, in that Options Market Maker 
quotes in Listed Options lifecycles usually involve only a single 
broker-dealer, a single exchange, an exchange quote, and a single 
cancel or trade event.\83\ At the same time, ad hoc processing would 
likely require technical assistance from the Plan Processor and would 
impose costs on the regulator. The magnitude of this cost depends on 
the complexity of revising the code for regulators' systems, the 
frequency of updates required to maintain the code, and the chosen 
amount and frequency of data processed. Finally, the CAT NMS Plan will 
continue to obligate Participants to ``adopt policies and procedures, 
including standards, requiring CAT Data reported to the Central 
Repository [to] be timely, accurate, and complete, and to ensure the 
integrity of such CAT Data (e.g., that such CAT Data has not been 
altered and remains reliable),'' \84\ and each Participant's rulebook 
obligates its members to record and report CAT data in a manner that 
ensures its timeliness, accuracy, integrity and completeness.\85\
---------------------------------------------------------------------------

    \82\ See id.
    \83\ See, e.g., Part III.B infra.
    \84\ See CAT NMS Plan, supra note 3, at Section 6.5(d)(ii).
    \85\ See, e.g., Nasdaq General Equity and Options Rule 7, 
Section 11(a) (``Industry Members are required to record and report 
data to the Central Repository as required by this General 7 in a 
manner that ensures the timeliness, accuracy, integrity and 
completeness of such data.''); Cboe Rule 7.30(a) (``Industry Members 
are required to record and report data to the Central Repository as 
required by this Section B in a manner that ensures the timeliness, 
accuracy, integrity and completeness of such data.''); NYSE Rule 
6893(a) (``Industry Members are required to record and report data 
to the Central Repository as required by this Rule Series in a 
manner that ensures the timeliness, accuracy, integrity and 
completeness of such data.'').
---------------------------------------------------------------------------

B. Storage for Raw Unprocessed Data, Interim Operational Data, and/or 
Submission and Feedback Files Older Than 15 Days

    The CAT NMS Plan requires CAT Data to be ``directly available and 
searchable electronically without manual intervention for at least six 
years'' \86\ and within certain query tool response times.\87\ These 
requirements apply not only to the final corrected data version that is 
delivered to regulators by T+5 at 8 a.m. Eastern Time, but also to raw 
unprocessed data and various types of interim operational data, as well 
as to copies of all submission and feedback files provided to CAT 
Reporters as part of the correction process.\88\ Specifically, with 
respect to raw unprocessed data and interim operational copies of data 
created between T+1 and T+5, Section 6.2 of Appendix D of the CAT NMS 
Plan provides that, prior to 12:00 p.m. Eastern Time on T+1, raw 
unprocessed data that has been ingested by the Plan Processor must be 
available to Participants' regulatory staff and the SEC, and between 
12:00 p.m. Eastern Time on T+1 and T+5, access to all iterations of 
processed data must be available to Participants' regulatory staff and 
the SEC.\89\
---------------------------------------------------------------------------

    \86\ See CAT NMS Plan, supra note 3, at Section 6.5(b)(i) and 
Appendix D, Section 1.4.
    \87\ See, e.g., CAT NMS Plan, supra note 3, at Appendix D, 
Section 8.1 and 8.2. The Participants explained that the Commission 
had granted conditional exemptive relief from certain performance 
requirements related to the online targeted query tool. See Notice, 
supra note 9, at 26986; see also November 2023 Exemptive Relief 
Order, supra note 49.
    \88\ See Notice, supra note 9, at 26986.
    \89\ CAT NMS Plan, supra note 3, at Appendix D, Section 6.2.
---------------------------------------------------------------------------

    The Participants distinguish between Raw Unprocessed Data, Interim 
Operational Data, and/or submission and feedback files in the 
Amendment, which would define Raw Unprocessed Data as ``data that has 
been ingested by the Plan Processor and made available to regulators 
prior to 12:00 p.m. Eastern Time on T+1.'' \90\ Interim Operational 
Data, on the other hand, would be defined as ``all processed, validated 
and unlinked data made available to regulators by T+1 at 12:00 p.m. ET 
and all iterations of processed data made available to regulators 
between T+1 and T+5, but excludes the final version of corrected data 
that is made available at T+5 at 8:00 a.m. ET.'' \91\ Currently, the 
Participants explained that such data is supplanted in all CAT query 
tools by the final version of corrected data that is made available to 
regulators at T+5 at 8:00 a.m. Eastern Time.\92\ The Participants 
stated, however, that such data remains available to regulators after 
T+5 ``without manual intervention'' via the use of CAT data management 
APIs.\93\
---------------------------------------------------------------------------

    \90\ See Amendment, supra note 13, at proposed Section 6.3.
    \91\ Id. The Commission understands, from Staff discussions with 
the Participants, that Options Market Maker quotes in Listed Options 
would not qualify as Raw Unprocessed Data, Interim Operational Data, 
and/or submission and feedback files, and this Order does not 
approve application of proposed Section 6.3 of Appendix D to Options 
Market Maker quotes in Listed Options. See, e.g., id. (stating that 
``Interim Operational Data'' does not include ``processed data 
relating to Options Market Maker quotes in Listed Options made 
available to regulators by T+1 at 12:00 p.m. ET'').
    \92\ See Notice, supra note 9, at 26986.
    \93\ Id.
---------------------------------------------------------------------------

    To enable such access, Raw Unprocessed Data, Interim Operational 
Data, and submission and feedback files are stored in S3 Intelligent 
Tiers provided by the cloud service provider that currently hosts the 
CAT System, Amazon Web Services (``AWS'').\94\ Data files that are 
either new or that have been recently read by a regulatory user are 
stored in the S3 Frequent Access tier.\95\ Files that have not been 
read by a regulatory user for 30 days are moved to the S3 Infrequent 
Access tier.\96\ Files that have not been read by a regulatory user for 
90 days are moved to the S3 Archive Instant Access tier.\97\ Once a 
regulatory user accesses an older file, it is moved back into the S3 
Frequent Access tier.\98\
---------------------------------------------------------------------------

    \94\ See Participant Letter, supra note 32, at 3-4.
    \95\ See Amendment, supra note 13, at 81122 n.18.
    \96\ Id.
    \97\ Id.
    \98\ See Participant Letter, supra note 32, at 3.
---------------------------------------------------------------------------

    The Participants stated that regulatory users generally access the 
latest, corrected version of CAT data \99\ and

[[Page 103039]]

therefore stated that Raw Unprocessed Data, Interim Operational Data, 
and/or submission and feedback files generally do not provide any 
regulatory value after the final corrected data is delivered by T+5 at 
8 a.m. Eastern Time.\100\ The Participants asserted that cost savings 
could be achieved by archiving Raw Unprocessed Data, Interim 
Operational Data, and/or submission and feedback files older than 15 
days to a more cost-effective storage tier that is optimized for 
infrequent access.
---------------------------------------------------------------------------

    \99\ When a regulator queries CAT Data, the Participants 
explained that the CAT currently provides results to the user based 
on the latest, most current version of the data. Between T+1 and 
T+5, the CAT query tools will return the latest iteration of 
processed data available, and any interim data versions are 
ultimately supplanted in all CAT query tools by the final version of 
corrected data that is made available at T+5 at 8:00 a.m. ET. See 
Amendment, supra note 13, at 81123.
    \100\ See Notice, supra note 9, 26986; see also Amendment, supra 
note 13, at 81122. According to the Participants, after four years 
of operation, the Plan Processor has not seen any regulatory usage 
of this interim operational data. See Notice, supra note 9, 26986; 
see also Amendment, supra note 13, at 81123.
---------------------------------------------------------------------------

    Specifically, the Participants proposed to add new Section 6.3 to 
Appendix D of the CAT NMS Plan that would state that Raw Unprocessed 
Data, Interim Operational Data, and/or submission and feedback files 
older than 15 days may be retained in an archive storage tier that 
would not be directly available and searchable electronically without 
manual intervention and that would not be subject to any query tool 
performance requirements until it is restored to an accessible storage 
tier.\101\ The Participants stated that Raw Unprocessed Data, Interim 
Operational Data, and/or submission and feedback files not older than 
15 days, as well as all final, corrected data, would remain accessible 
``without manual intervention'' within required query tool response 
times.\102\
---------------------------------------------------------------------------

    \101\ See Amendment, supra note 13, at proposed Section 6.3. The 
Participants anticipated that ``archived data would be restored to 
the S3 Frequent Access tier,'' but cautioned that ``[s]torage tiers 
are subject to change based on future technology developments and 
product offerings.'' See id. at 81122 n.18.
    \102\ See Notice, supra note 9, at 26986.
---------------------------------------------------------------------------

    Proposed Section 6.3 of Appendix D would also state that the Plan 
Processor would restore archived data to an accessible storage tier 
upon request to the CAT Help Desk by an authorized regulatory user from 
the Participants or a senior officer from the Commission.\103\ The 
Participants explained that archived data would be restored generally 
within several hours or business days of a request to the CAT Help Desk 
that is maintained pursuant to Section 10.3 of Appendix D of the CAT 
NMS Plan, depending on the volume and size of the date range of the 
requested data restore. For example, they stated that a request to 
restore a single day of data may take less than 24 hours, whereas a 
request to restore a year's worth of data may take several days.\104\ 
The Participants further represented that the Plan Processor would 
develop policies and procedures to ensure the confidentiality of any 
regulator requests to obtain data subject to proposed Section 6.3 of 
Appendix D.\105\
---------------------------------------------------------------------------

    \103\ See Amendment, supra note 13, at proposed Section 6.3. In 
addition, the Participants proposed to add references to proposed 
Section 6.3 of Appendix D to Section 6.5(d)(i) and Section 1.4 of 
Appendix D of the CAT NMS Plan. See id. at 81122.
    \104\ See Notice, supra note 9, at 26986. By contrast, the 
Participants stated that, when the Commission adopted the CAT NMS 
Plan, ``[m]ost current data sources do not provide direct access to 
most regulators, and data requests can take as long as weeks or even 
months to process.'' See id. (citing CAT NMS Plan Approval Order, 
supra note 3, at 84833 and Rule 613 Adopting Release, supra note 3, 
at 45729).
    \105\ Id.
---------------------------------------------------------------------------

    Accordingly, the Participants stated that they believed that the 
anticipated savings associated with optimizing storage costs, which 
they estimated as approximately $1 million in annual costs, outweighed 
the impact on regulatory access to this data.\106\ The Participants 
reached their estimate by calculating the savings that would result 
from moving Raw Unprocessed Data, Interim Operational Data, and/or 
submission and feedback files from the S3 Frequent Access tier to the 
Glacier Deep Archive tier, ``based on data volumes observed in the 
first half of 2024.'' \107\ The Participants stated that one-time 
implementation costs, which would ``generally consist of Plan Processor 
labor costs associated with coding and software development, as well as 
any related cloud fees associated with the development, testing and 
load testing of the proposed changes,'' were expected to be ``minimal 
relative to overall cost savings'' and explained that such costs ``may 
vary based on various factors, including the details of any 
requirements in any final amendment approved by the Commission and any 
changes in labor costs.'' \108\ The Participants stated that 
``[o]ngoing operational costs, other than cloud hosting costs'' would 
not be affected by the proposed amendments.\109\ They also stated that 
actual future savings could be more or less than their estimates due to 
changes in a number of variables on which their estimates were based, 
including ``current CAT NMS Plan requirements; reporting by 
Participants, Industry Members, and market data providers; observed 
data rates and volumes; current storage and compute pricing discounts, 
compute reservations, and cost savings plans (i.e., including savings 
attributable to the daily On-Demand Capacity Reservations and Compute 
Savings Plan); and associated cloud fees.'' \110\ The Participants 
stated that they believed that ``the cost savings estimates and 
assumptions [were] reasonable and provide[d] an adequate basis for the 
Commission to evaluate the costs and benefits'' of their Proposal.\111\
---------------------------------------------------------------------------

    \106\ Id. The Participants stated that their Proposal, as 
revised by the Amendment, would not delete the data subject to 
proposed Section 6.3 of Appendix D, but simply move it to a ``more 
cost-effective'' storage tier requiring some ``manual 
intervention.'' Upon restoration to an accessible storage tier, the 
Participants stated that the relevant data would be ``available and 
searchable electronically . . . in the same manner as it is today.'' 
See Amendment supra note 13, at 81123-24.
    \107\ See Amendment, supra, note 13, at 81123. The Participants 
further explained that the ``affected data currently represents 
approximately 52% of the daily storage footprint in CAT. 
Specifically, raw unprocessed data (i.e., as-submitted data) 
represents approximately 16% of the daily storage footprint, and 
interim operational copies (i.e., T+1 12 p.m. ET, T+1 9 p.m. T, and 
associated DIVER copies) represent approximately 36% of the daily 
storage footprint.'' See id. at 81123 n.27.
    \108\ Id. at 81123.
    \109\ Id.
    \110\ See Participant Letter, supra note 32, at 2; see also 
Amendment, supra note 13, at 81122-23.
    \111\ See Amendment, supra note 13, at 81122-23.
---------------------------------------------------------------------------

    Both commenters supported this aspect of the Proposal.\112\ SIFMA 
further urged the Commission to consider ``whether its recordkeeping 
requirements are appropriate'' and to ``embark on a more comprehensive 
undertaking about what other data can be moved to more cost-effective 
storage solutions.'' \113\ FIF suggested that, ``[i]f the Operational 
Data does not provide any value to CAT Reporters \114\ or to regulators 
after T+5, there is no reason to store this data after T+5.'' \115\ 
Conversely, if the Commission and the Participants issued a public 
report that ``explains the regulatory value of maintaining this 
Operational Data,'' FIF stated that it would ``agree with the proposal 
. . . to move the Operational Data to a more cost-effective storage 
tier.'' \116\ FIF further requested that the Commission and the 
Participants ``publish an analysis as to whether this data could be 
stored in tiers within AWS S3, such as Glacier or Glacier Deep Archive, 
that could be more cost effective than the AWS S3 Intelligent Tier, as 
proposed in the Participant

[[Page 103040]]

filing.'' \117\ In addition, FIF stated that ``enhanced transparency 
regarding the operation of the CAT system is necessary and 
appropriate'' and expressed concern that ``there could be other 
requirements that the Commission is imposing on the . . . Participants 
that either do not provide regulatory value or are beyond the scope of 
CAT.'' \118\ FIF requested that the Commission ``provide 
clarification'' as to why Industry Members and their customers should 
be ``required to incur costs for storage of data that has no regulatory 
value.'' \119\
---------------------------------------------------------------------------

    \112\ FIF Letter I at 3; SIFMA Letter I at 3. See also Nasdaq 
Letter (reiterating points made by the Participants in their filings 
and noting the support of SIFMA and FIF).
    \113\ SIFMA Letter I at 3.
    \114\ ``CAT Reporter'' means ``each national securities 
exchange, national securities association and Industry Member that 
is required to record and report information to the Central 
Repository pursuant to SEC Rule 613(c).'' See CAT NMS Plan, supra 
note 3, at Section 1.1.
    \115\ FIF Letter I at 3; FIF Letter II at 2.
    \116\ FIF Letter I at 3.
    \117\ Id. Contrary to FIF's suggestion, the Commission 
understands that the Participants do, in fact, propose to store Raw 
Unprocessed Data, Interim Operational Data, and/or submission and 
feedback files older than 15 days in tiers like Glacier Deep 
Archive. See, e.g., note 107 and associated text supra.
    \118\ FIF Letter I at 3-4.
    \119\ Id.
---------------------------------------------------------------------------

    The Commission does not agree that Raw Unprocessed Data, Interim 
Operational Data, and/or submission and feedback files have no 
regulatory value after final data is published at 8 a.m. Eastern Time 
on T+5. Although the Participants have represented that Raw Unprocessed 
Data, Interim Operational Data, and/or submission and feedback files 
has not yet been accessed by regulatory users,\120\ the Participants 
have only very recently represented to the Commission that CAT 
implementation is complete.\121\ Current use is therefore not 
necessarily a reliable or dispositive reflection of the regulatory need 
for Raw Unprocessed Data, Interim Operational Data, and/or submission 
and feedback files. The Commission does agree, however, that the 
expected regulatory use cases involving this subset of data would 
likely not be time-sensitive, such that the Participants' proposal to 
move Raw Unprocessed Data, Interim Operational Data, and/or submission 
and feedback files to a more cost-effective storage tier after 15 days 
reflects a reasonable approach.\122\ Accordingly, and pursuant to Rule 
608(b)(2) under the Exchange Act, the Commission finds that it is 
appropriate in the public interest, for the protection of investors and 
the maintenance of fair and orderly markets, to remove impediments to, 
and perfect the mechanisms of, a national market system, or otherwise 
in furtherance of the purposes of the Exchange Act to approve the 
proposed amendments that relate to the storage of Raw Unprocessed Data, 
Interim Operational Data, and/or submission and feedback files.
---------------------------------------------------------------------------

    \120\ See, e.g., Notice, supra note 9, at 26986.
    \121\ See CAT Q2 & Q3 2024 Quarterly Progress Report, available 
at https://catnmsplan.com/sites/default/files/2024-07/CAT_Q2-and-Q3-2024-QPR.pdf.
    \122\ 17 CFR 242.608(b)(2). The Commission recognizes that the 
amendments proposed by the Participants here are not the only 
measures that could potentially reduce the costs of storing CAT 
Data. As noted above, commenters made several additional 
suggestions, including that the Commission consider revisions to its 
recordkeeping requirements, that the Commission evaluate what other 
data might be moved to more cost-effective storage solutions, that 
the Commission eliminate storage of Raw Unprocessed Data, Interim 
Operational Data, and/or submission and feedback files after T+5, 
and that the Commission and the Participants issue a public report 
explaining the value of maintaining such data. See notes 113-119 and 
associated text supra. But, in our view, it is appropriate to 
proceed with the Participants' Proposal at this time. Approval of 
proposed Section 6.3 of Appendix D achieves cost savings sought by 
SIFMA and FIF without foreclosing the Commission's or the 
Participants' ability to consider additional cost savings measures 
in the future. And the existence of these additional cost savings 
measures or potential analyses does not call into question the 
proposed amendments' satisfaction of the approval standard set forth 
by Rule 608(b)(2) or otherwise warrant a departure from the policy 
choices proposed by the Participants.
---------------------------------------------------------------------------

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

    According to the Participants, Industry Members and Participants 
submit data to the CAT pursuant to required and voluntary testing, 
feedback files related to such data, and output files that hold the 
detailed transactions, referred to herein as ``Industry Test Data.'' 
\123\ Under Section 1.2 of Appendix D of the CAT NMS Plan, such 
Industry Test Data must be saved for three months.\124\ Separate from 
this specific three-month retention requirement, Rule 17a-1 under the 
Exchange Act requires every national securities exchange and national 
securities association to keep and preserve at least one copy of all 
documents, including all correspondence, memoranda, papers, books, 
notices, accounts, and other such records as shall be made or received 
by it in the course of its business as such and in the conduct of its 
self-regulatory activity, and to keep all such documents for a period 
of not less than five years, the first two years in an easily 
accessible place, subject to the destruction and disposition provisions 
of Rule 17a-6 under the Exchange Act.\125\ Section 9.1 of the CAT NMS 
Plan, the general recordkeeping provision for the CAT NMS Plan, also 
states, in relevant part, that the Company shall maintain complete and 
accurate books and records of the Company in accordance with Rule 17a-1 
under the Exchange Act.\126\
---------------------------------------------------------------------------

    \123\ Separately, the Participants stated that CAT LLC, through 
the Plan Processor, also retains ``[o]perational metrics associated 
with industry testing (including but not limited to testing results, 
firms who participated, and amount of data reported and linked)'' 
for six years, in accordance with the CAT NMS Plan. See Notice, 
supra note 9, at 26988 n.30; see also CAT NMS Plan, supra note 3, at 
Appendix D, Section 1.2. The Participants explained that the 
Proposal would not affect such operational metrics. See Notice, 
supra note 9, at 26988 n.30.
    \124\ See Notice, supra note 9, at 26988.
    \125\ See 17 CFR 240.17a-1(a)-(b) and 17 CFR 240.17a-6; 15 
U.S.C. 78q. See also Notice, supra note 9, at 26988. The 
Participants explained that the CAT is a facility of each of the 
Participants to the CAT NMS Plan. See Notice, supra note 9, at 
26988.
    \126\ See id. at 26988-89.
---------------------------------------------------------------------------

    The Participants explained that, on June 2, 2023, CAT LLC requested 
exemptive relief from Rule 17a-1 under the Exchange Act and certain 
provisions of the CAT NMS Plan relating to the retention of Industry 
Test Data beyond three months.\127\ On November 27, 2023, the 
Commission granted the requested relief.\128\ The Participants stated 
that their previous request for exemptive relief and the Industry Test 
Data Exemptive Relief Order apply only to Industry Test Data related to 
the CAT order and transaction system, not to the customer account and 
information system (``CAIS'').\129\
---------------------------------------------------------------------------

    \127\ See Notice, supra note 9, at 26988; see also Letter from 
Brandon Becker, CAT NMS Plan Operating Committee Chair, to Vanessa 
Countryman, Secretary, Commission, dated June 2, 2023, https://catnmsplan.com/sites/default/files/2023-06/06.02.23-Exemptive-Request-Test-Data-Retention.pdf. As explained in the exemptive 
request, CAT LLC does not believe that Industry Test Data 
constitutes documents covered by Rule 17a-1 under the Exchange Act 
and adheres to its view that the specific three-month period for 
Industry Test Data supersedes the more general, longer retention 
periods in the CAT NMS Plan, but submitted the exemptive request to 
obtain regulatory clarity in light of Staff comments that the longer 
retention periods set forth in Rule 17a-1 under the Exchange Act and 
the CAT NMS Plan may apply to Industry Test Data.
    \128\ See Industry Test Data Exemptive Relief Order, supra note 
8.
    \129\ See Notice, supra note 9, at 26988.
---------------------------------------------------------------------------

    The Participants therefore proposed to amend Section 1.2 of 
Appendix D of the CAT NMS Plan to provide that test data (whether 
related to the CAT order and transaction system or to the CAIS) may be 
deleted by the Plan Processor after three months.\130\ Proposed Section 
1.2 of Appendix D would continue to state that operational metrics 
associated with industry testing (including, but not limited to, 
testing results, firms who participated, and amount of data reported 
and linked) must be stored for the same duration as the CAT production 
data.\131\
---------------------------------------------------------------------------

    \130\ Id. at 26989.
    \131\ Id.
---------------------------------------------------------------------------

    The Participants explained that eliminating Industry Test Data 
older than three months as permitted by the Industry Test Data 
Exemptive Relief

[[Page 103041]]

Order is expected to achieve approximately $1 million per year in 
savings.\132\ According to the Participants, the proposed amendments 
would not generate additional cost savings beyond those achievable 
pursuant to the Industry Test Data Exemptive Relief Order,\133\ 
although the Participants generally noted that actual future savings 
could be more or less than their estimates due to changes in a number 
of variables on which their estimates were based, including ``current 
CAT NMS Plan requirements; reporting by Participants, Industry Members, 
and market data providers; observed data rates and volumes; current 
storage and compute pricing discounts, compute reservations, and cost 
savings plans (i.e., including savings attributable to the daily On-
Demand Capacity Reservations and Compute Savings Plan); and associated 
cloud fees.'' \134\ The Participants stated that one-time 
implementation costs, which would ``generally consist of Plan Processor 
labor costs associated with coding and software development, as well as 
any related cloud fees associated with the development, testing and 
load testing of the proposed changes,'' were expected to be ``minimal 
relative to overall cost savings'' and explained that such costs ``may 
vary based on various factors, including the details of any 
requirements in any final amendment approved by the Commission and any 
changes in labor costs.'' \135\ The Participants stated that 
``[o]ngoing operational costs, other than cloud hosting costs'' would 
not be affected by the proposed amendments.\136\ The Participants 
stated that they believed that ``the cost savings estimates and 
assumptions [were] reasonable and provide[d] an adequate basis for the 
Commission to evaluate the costs and benefits'' of their Proposal.\137\
---------------------------------------------------------------------------

    \132\ Id.
    \133\ Id.
    \134\ See Participant Letter, supra note 32, at 2; see also 
Amendment, supra note 13, at 81122-23.
    \135\ See Amendment, supra note 13, at 81123.
    \136\ Id.
    \137\ Id. at 81122-23.
---------------------------------------------------------------------------

    Two commenters, SIFMA and FIF, supported this aspect of the 
Proposal.\138\ FIF further stated that it supported ``deletion of all 
test data after one week'' and requested that the Commission and the 
Participants ``publish a cost-benefit analysis of any mandate to retain 
test data beyond one week,'' which analysis should ``identify any use 
cases that would involve access to test data beyond one week, including 
the regulatory purpose.'' \139\
---------------------------------------------------------------------------

    \138\ SIFMA Letter I at 4; FIF Letter I at 5. See also Nasdaq 
Letter (reiterating points made by the Participants in their filings 
and noting the support of SIFMA and FIF).
    \139\ FIF Letter I at 5; FIF Letter II at 2.
---------------------------------------------------------------------------

    The Commission understands from the Participants that the primary 
purpose of Industry Test Data is to facilitate CAT Reporter testing 
needs and not to facilitate regulatory use.\140\ The Commission 
therefore agrees with the Participants and the commenters that, in 
light of the approximately $1 million per year cost for retaining 
Industry Test Data beyond three months, the proposed approach to 
retention of Industry Test Data is reasonable. Accordingly, and 
pursuant to Rule 608(b)(2) under the Exchange Act, the Commission finds 
that it is appropriate in the public interest, for the protection of 
investors and the maintenance of fair and orderly markets, to remove 
impediments to, and perfect the mechanisms of, a national market 
system, or otherwise in furtherance of the purposes of the Exchange Act 
to approve the provisions of the Proposal that relate to the retention 
of Industry Test Data.\141\
---------------------------------------------------------------------------

    \140\ See, e.g., Industry Test Data Exemptive Relief Order, 
supra note 8, at 84027. The Commission recognizes that there are 
additional measures beyond those proposed by the Participants here 
that could further reduce the costs associated with retaining 
Industry Test Data, such as FIF's suggestions that Industry Test 
Data be deleted after one week and/or that the Commission and that 
the Participants conduct a related cost-benefit analysis. But, in 
our view, it is appropriate to proceed with the Participants' 
Proposal at this time. Approval of proposed Section 1.2 of Appendix 
D advances FIF's stated goal to ``manage and reduce CAT operating 
costs,'' FIF Letter I at 2, and does not foreclose the Commission's 
or the Participants' ability to consider additional cost savings 
measures in the future. And the existence of these additional cost 
savings measures or potential analyses does not call into question 
the proposed amendments' satisfaction of the approval standard set 
forth by Rule 608(b)(2) or otherwise warrant a departure from the 
policy choices proposed by the Participants.
    \141\ 17 CFR 242.608(b)(2).
---------------------------------------------------------------------------

    Although the Participants did not specifically also request 
exemptive relief from Rule 17a-1 under the Exchange Act with respect to 
Industry Test Data related to the CAIS,\142\ such relief is necessary 
in order to effectuate the Proposal, as Rule 17a-1 would otherwise 
require Industry Test Data related to the CAIS to be retained for a 
longer time period. For the above-described reasons, and consistent 
with its action in the Industry Test Data Retention Exemptive Relief 
Order, the Commission finds that it is appropriate in the public 
interest and consistent with the protection of investors under Section 
36 of the Exchange Act,\143\ as well as consistent with the public 
interest, the protection of investors, the maintenance of fair and 
orderly markets and the removal of impediments to, and the perfection 
of, a national market system under Rule 608(e) under the Exchange 
Act,\144\ to grant relief that exempts each Participant from the longer 
recordkeeping and data retention requirements for CAIS-related Industry 
Test Data that otherwise would apply as set forth in Rule 17a-1 under 
the Exchange Act.\145\
---------------------------------------------------------------------------

    \142\ 17 CFR 240.17a-1; see also 15 U.S.C. 78q (requiring, among 
other things, the Participants and their members to make and keep 
for prescribed periods such records, furnish such copies thereof, 
and make and disseminate such reports as the Commission, by rule, 
prescribes as necessary in the public interest, for the protection 
of investors, or otherwise in furtherance of the purposes of the 
Exchange Act). As the Participants explain, the Commission has 
already granted such exemptive relief for Industry Test Data related 
to the order and transaction system. See note 129 and associated 
text supra; see also Industry Test Data Exemptive Relief Order, 
supra note 8.
    \143\ 15 U.S.C. 78mm(a)(1).
    \144\ 17 CFR 242.608(e).
    \145\ 17 CFR 240.17a-1.
---------------------------------------------------------------------------

D. Other Comments Received on the Proposal

    Both commenters proposed that additional steps be taken to further 
manage and reduce CAT operating costs.\146\ For instance, SIFMA 
expressed concern that the Commission, ``the primary beneficiary of the 
CAT, . . . does not pay for it, and thus does not have a direct 
incentive to consider costs, or opportunities for cost savings, in 
connection with making decisions regarding its operation.'' \147\ SIFMA 
stated that the Commission's ``rejection'' of provisions that would 
have permitted the Plan Processor to provide an interim CAT-Order-ID to 
regulatory users on an ``as requested'' basis, rather than on a daily 
basis--provisions that were initially included in the Proposal,\148\ 
but withdrawn by the Participants \149\--suggested that ``costs and 
cost savings are not necessarily a Commission priority in connection 
with decision-making regarding the operation of the CAT.'' \150\
---------------------------------------------------------------------------

    \146\ See, e.g., FIF Letter I at 2; SIFMA Letter I at 1.
    \147\ SIFMA Letter II at 2. See also note 173 and associated 
text for a discussion of how investors benefit from CAT-enabled 
regulatory activities.
    \148\ See Notice, supra note 9, at proposed Appendix D, Section 
6.1.
    \149\ See Amendment, supra note 13, at 81120, 81122.
    \150\ SIFMA Letter II at 2-3. SIFMA also noted that ``the level 
of detail the Commission required the Participants to provide to 
justify other aspects of the proposed Cost Savings Amendments in 
Amendment No. 1, such as requiring the Participants to provide 
actual data on the proposed savings related to the processing, 
query, and storage requirements for options market maker quotes, 
goes well beyond what the Commission required the Participants to 
provide in their last set of CAT fee filings.'' SIFMA Letter II at 
3. SIFMA stated that ``[t]hese inconsistent actions by the 
Commission,'' including its ``failure . . . to offer data to support 
the regulatory value of the interim CAT-Order-ID,'' suggested ``that 
while the Commission is concerned about preserving what it perceives 
as the regulatory utility of the CAT, it does not necessarily give 
equal weight or consideration to the ever-increasing costs 
associated with operating it.'' Id. at 3. The Commission does not 
agree that it has acted in a manner inconsistent with its 
obligations. In each of the proceedings discussed by the commenter, 
the Commission has sought from the Participants the information 
necessary to make the required findings in accordance with the rules 
and regulations that govern the Commission action at issue.

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

[[Page 103042]]

    SIFMA therefore suggested that the Commission and the Participants 
should ``assess their own CAT usage patterns and needs to identify 
further cost saving measures.'' \151\ SIFMA further stated that the CAT 
``should be operated to meet the reasonable and legitimate needs of 
regulators, and not as a monolith to address any regulatory use case 
regardless of the costs.'' \152\
---------------------------------------------------------------------------

    \151\ SIFMA Letter I at 2; SIFMA Letter II at 4.
    \152\ SIFMA Letter I at 2; SIFMA Letter II at 4.
---------------------------------------------------------------------------

    SIFMA stated that the ``Commission's action in connection with 
Amendment No. 1 to the proposed Cost Savings Amendment'' demonstrated 
the need for the Participants and the Commission to ``provide Industry 
Members with a more meaningful opportunity to contribute their 
experience and expertise to the CAT's budget setting and cost savings 
processes.'' \153\ Specifically, SIFMA recommended that the 
Participants establish a separate working group that includes Industry 
Members to focus on ways the CAT System can be made more efficient from 
a cost perspective while still achieving its goals, rather than relying 
on the existing Cost Management Working Group, which is comprised 
solely of Participant members.\154\ ``Without more direct involvement 
by Industry Members in the CAT budgeting process,'' SIFMA stated that 
``there is an insufficient structural framework and incentives to bring 
CAT costs under control.'' \155\
---------------------------------------------------------------------------

    \153\ SIFMA Letter I at 1; SIFMA Letter II at 3-4.
    \154\ SIFMA Letter I at 1; SIFMA Letter II at 3-4.
    \155\ SIFMA Letter I at 1; SIFMA Letter II at 4.
---------------------------------------------------------------------------

    FIF expressed similar concerns.\156\ Noting that the Participants 
have recently estimated ``total CAT operating expenses of $248,846,076 
for 2025,'' FIF stated that this ``14.8% increase over the estimated 
CAT operating expenses for 2024'' was ``not sustainable over the long-
term.'' \157\ FIF stated that it was ``imperative that the Commission 
take steps to manage CAT operating costs,'' including approval of the 
Proposal and other recommendations made by FIF in their comment letters 
that were not included in the Proposal.\158\ FIF further requested that 
the Commission ``publish a report setting forth the factors giving rise 
to the significant estimated cost increase for 2025 and whether these 
factors will continue to apply year-over-year for the foreseeable 
future.'' \159\ FIF stated that the Commission ``should not impose CAT 
reporting requirements that are beyond the scope of Commission Rule 613 
and the CAT NMS Plan'' and that ``[p]roposed changes to current CAT 
processing or reporting requirements that could involve further 
significant increases in CAT operating costs should be subject to an 
appropriate cost-benefit analysis that is included as part of a CAT NMS 
Plan amendment.'' \160\
---------------------------------------------------------------------------

    \156\ Some of these concerns were also set forth in a previous 
comment letter to the Commission that was jointly submitted by SIFMA 
and FIF. See FIF Letter I, at 5 n.19; see also Letter from Joseph 
Corcoran, Managing Director, Associate General Counsel, and Ellen 
Greene, Managing Director, Equities & Options Market Structure, 
SIFMA, and Howard Meyerson, Managing Director, FIF, to Secretary, 
Commission, dated July 31, 2023, available at https://www.sec.gov/comments/4-698/4698-238359-498762.pdf.
    \157\ See Letter from Howard Meyerson, Managing Director, FIF, 
to Secretary, Commission, dated Dec. 2, 2024, at 2, available at 
https://www.sec.gov/comments/4-698/4698-544735-1559702.pdf (``FIF 
Letter III'').
    \158\ Id. In addition to the measures described above, FIF urged 
the Commission to ``reevaluate the currently-mandated CAT processing 
timeframes, which FIF members consider to be a major contributor to 
the high CAT operating costs.'' Id.; see also FIF Letter I at 5.
    \159\ FIF Letter III at 2.
    \160\ FIF Letter I at 5.
---------------------------------------------------------------------------

    Contrary to the assertions of SIFMA, both the Commission and the 
Participants have demonstrated their commitment to reducing CAT costs 
where appropriate--and even where there is some amount of regulatory 
loss--as evidenced by the very existence of the cost savings measures 
proposed by the Participants and approved herein by the 
Commission.\161\ The Participants have already formed a Cost Management 
Working Group comprised of senior members of the Participants that 
works to find and address cost management needs,\162\ and the findings 
of this group are discussed with the Industry Members that sit on the 
CAT's Advisory Committee.\163\ There are also meaningful and reasonable 
constraints set on the CAT budgeting process, including a process that 
gives Industry Members a chance to review and publicly comment on the 
CAT's budget and that requires Commission review of CAT funding.\164\ 
And the Commission agrees with FIF that any amendments to the 
requirements of Rule 613 and/or the CAT NMS Plan must be pursued 
either: (1) through a Commission-led rule-making process that includes 
public notice and comment and economic analysis; or (2) through the 
amendment process set forth under Rule 608, which would require the 
Participants to file with the Commission a proposed amendment to the 
CAT NMS Plan, subject that amendment to public notice and comment, and 
generally require approval by the Commission and a consideration of the 
impact of the amendment on efficiency, competition, and capital 
formation.\165\
---------------------------------------------------------------------------

    \161\ See also Nasdaq Letter at 2-3 (``Similar to SIFMA and FIF, 
Nasdaq believes that reducing CAT costs requires more work and 
exploration of other methods. The Cost Savings Amendment is the 
beginning of what Nasdaq expects will be a range of strategies to 
lessen the increasing costs. . . . . Participants are proposing 
these changes as a first step in their efforts to reduce CAT costs 
while exploring further cost-saving measures.'').
    \162\ See Securities Exchange Act Release No. 98290 (Sept. 6, 
2023), 88 FR 62628, 62655 (Sept. 12, 2023) (``CAT Funding Model 
Approval Order'').
    \163\ See CAT NMS Plan, supra note 3, at Section 4.13.
    \164\ See, e.g., CAT Funding Model Approval Order, supra note 
162, at 62652-57.
    \165\ See 17 CFR 242.608; see also 17 CFR 242.613(a)(5) (``No 
national market system plan filed pursuant to this section, or any 
amendment thereto, shall become effective unless approved by the 
Commission or otherwise permitted in accordance with the procedures 
set forth in Sec.  242.608. In determining whether to approve the 
national market system plan, or any amendment thereto, and whether 
the national market system plan is in the public interest under 
Sec.  242.608(b)(2), the Commission shall consider the impact of the 
national market system plan or amendment, as applicable, on 
efficiency, competition, and capital formation.'').
---------------------------------------------------------------------------

    In determining whether any particular cost savings amendment meets 
the approval standard set forth in Rule 608(b)(2), the Commission 
evaluates and balances many factors, including the amount of costs 
savings as well as the potential downstream harms to investors and the 
U.S. financial markets that could result from less effective regulatory 
oversight by the SROs and the Commission. The Commission emphasizes 
that its approval of the specific cost savings amendments that the 
Participants have proposed for consideration in this proceeding does 
not foreclose future consideration of additional cost savings 
amendments and analyses, including the withdrawn interim CAT-Order-ID 
proposal and the other measures suggested by commenters.\166\
---------------------------------------------------------------------------

    \166\ See also notes 78, 122, and 140 supra.
---------------------------------------------------------------------------

III. Efficiency, Competition, and Capital Formation

A. Introduction

    In determining whether to approve an amendment to the CAT NMS Plan 
and whether that amendment is in the public interest, Rule 613 requires 
the Commission to consider the impact of that amendment on efficiency, 
competition, and capital formation.\167\

[[Page 103043]]

The Participants stated that their proposed amendments ``will have a 
positive impact on competition, efficiency, and capital formation.'' 
\168\ The Commission has analyzed the potential impacts of the 
Proposal.
---------------------------------------------------------------------------

    \167\ 17 CFR 242.613(a)(5).
    \168\ See Notice, supra note 9, at 26989.
---------------------------------------------------------------------------

    Based on its analysis, and after considering potential sources of 
imprecision in the Participants' estimates, the Commission concludes 
that savings in operating costs will enhance the operational efficiency 
of CAT,\169\ while the changes to CAT Data will lessen some regulatory 
efficiencies. These changes to regulatory efficiencies, however, are 
likely to be limited for regulatory activities using small samples of 
data but potentially more significant for certain time-sensitive 
regulatory activities using large amounts of data. Effects on market 
efficiency, competition, and capital formation, stemming from the 
impacts of the Proposal on regulatory and operational efficiencies, 
will likely be second-order and limited.
---------------------------------------------------------------------------

    \169\ See infra note 188.
---------------------------------------------------------------------------

B. Baseline

    In analyzing the impact of the Proposal on efficiency, competition 
and capital formation, the Commission considered the current CAT Data 
\170\ as the baseline. Specifically, the baseline consists of the 
current properties, and the actual and potential regulatory usages of 
the CAT Data, in the absence of the Proposal. CAT Data was intended to 
make possible reconstruction of market events,\171\ market analysis and 
research that inform policy decisions, regulatory activities such as 
market surveillance, examinations and investigations, and more 
efficient execution of numerous other regulatory functions.\172\ In the 
CAT NMS Plan Approval Order, the Commission explained how investors 
benefit from the CAT-enabled improvements to such regulatory 
activities.\173\
---------------------------------------------------------------------------

    \170\ See supra note 6 for a description of ``CAT Data.''
    \171\ In market reconstructions, regulators aim to provide an 
accurate and factual accounting of what transpired during a market 
event. These market events often encompass activities in many 
securities across multiple trading venues. See CAT NMS Plan Approval 
Order, supra note 3, at 84805.
    \172\ See CAT NMS Plan Approval Order, supra note 3, at 84833-
84840.
    \173\ A discussion of the expected benefits and regulatory usage 
of the CAT NMS Plan is available in the CAT NMS Plan Approval Order. 
See CAT NMS Plan Approval Order, supra note 3, at 84816-84840.
---------------------------------------------------------------------------

    The first provision of the Proposal focuses on Options Market Maker 
quotes in Listed Options. Along with their lifecycle linkages and 
associated derived fields, Options Market Maker quotes in Listed 
Options are currently accessible via an online targeted query tool, 
called DIVER. Alternatively, regulatory users with specialized 
knowledge of remote data processing and the structured query 
programming language (``SQL'') can use BDSQL to construct and run their 
own complex queries.\174\
---------------------------------------------------------------------------

    \174\ Id. at Section 6.10(c)(i)(B) (requiring the user-defined 
direct queries tool to provide authorized users with the ability to 
retrieve CAT Data via a query tool or language that allows users to 
query all available attributes and data sources). See also supra 
note 45 and associated text.
---------------------------------------------------------------------------

    The Participants stated that, while the Options Market Maker quotes 
in Listed Options constitute the largest component of CAT Data,\175\ 
only a small fraction of them end in an execution or allocation.\176\ 
In addition, the Proposal stated that ``the vast majority of Options 
Market Maker Quote lifecycles consist of just two events--the quote and 
its subsequent cancellation,'' \177\ which suggests that these quotes 
have simple lifecycles.
---------------------------------------------------------------------------

    \175\ The Participants state that these quotes comprise 
approximately 98% of all options exchange events and approximately 
75% of all transaction volume stored in the CAT. They, however, do 
not specify the time period over which these estimates were 
obtained. See Notice, supra note 9, at 26984.
    \176\ See Notice, supra note 9, at 26984; see also Participant 
Letter, supra note 32, at 2.
    \177\ See Notice, supra note 9, at 26984.
---------------------------------------------------------------------------

    Figure 1 shows the backdrop of the evolution of Options Market 
Maker quotes in Listed Options, which is that the options market has 
experienced noticeable overall growth. As Figure 1 shows, the volumes 
in both the equity and the options markets (equity shares traded and 
options contracts traded, respectively) have markedly increased since 
early 2020. While volume growth has somewhat stagnated in the equity 
market since 2021, volume has continued to grow in the options market. 
Between 2016 and 2022, the volume of equity shares traded increased by 
61 percent and options contracts traded increased by 153 percent.
BILLING CODE 8011-01-P

[[Page 103044]]

[GRAPHIC] [TIFF OMITTED] TN18DE24.073

BILLING CODE 8011-01-C
    Table 1 presents an analysis of CAT Data from the first quarter of 
2024. It shows that, approximately 90 percent of all options-related 
events and 80 percent of all events in CAT are Options Market Maker 
quotes in Listed Options,\178\ which include both OQ and OQC 
events.\179\ OQ events account for approximately 72 percent of all 
options-related events and 63 percent of all events in CAT.
---------------------------------------------------------------------------

    \178\ These estimates are similar to those presented in the 
Notice. See supra note 175.
    \179\ Lifecycles that include both OQ and OQC events can have 
more than two events. For example, lifecycles with both OQ and OQC 
events can also have quote modifications and partial executions. See 
also supra note 30 and associated text.

      Table 1--The Shares of Options Quote Events and Options Market Maker Quotes in Listed Options in CAT
                                            [January 2024-March 2024]
----------------------------------------------------------------------------------------------------------------
                                                                      Jan-24          Feb-24          Mar-24
----------------------------------------------------------------------------------------------------------------
                                          Panel A (numbers in billions)
----------------------------------------------------------------------------------------------------------------
All events in CAT (1) [= (2) + (9)].............................           8,164           7,811           7,892
    All options-related events in CAT (2) [= (3) + (8)].........           7,166           6,905           7,039
        All options exchange events (3) [= (4) + (7)]...........           6,817           6,530           6,655
            OMM \a\ quotes in Listed Options (4) [= (5) + (6)]..           6,528           6,225           6,340
                Options quote (OQ) events (5)...................           5,287           4,884           4,896
                Options quote cancel (OQC) events (6)...........           1,241           1,341           1,444
            Other options exchange events (7)...................             289             305             315
        Industry member options-related events (8)..............             349             376             384
    All equities events in CAT (9)..............................             998             906             853
----------------------------------------------------------------------------------------------------------------
                                                   Panel B (%)
----------------------------------------------------------------------------------------------------------------
Options quote events as percent of all options exchange events                78              75              74
 [=100*(5)/(3)].................................................
Options quote events as percent of all options-related events in              74              71              70
 CAT [=100*(5)/(2)].............................................
Options quote events as percent of all events in CAT [=100*(5)/               65              63              62
 (1)]...........................................................
Options Market Maker quotes in Listed Options as percent of all               96              95              95
 options exchange events [=100*(4)/(3)].........................
Options Market Maker quotes in Listed Options as percent of all               91              90              90
 options-related events in CAT [=100*(4)/(2)]...................
Options Market Maker quotes in Listed Options as percent of all               80              80              80
 events in CAT [=100*(4)/(1)]...................................
----------------------------------------------------------------------------------------------------------------
Source: CAT Data.

[[Page 103045]]

 
Notes: (1) Other options exchange events include options order accepted, options order modified and options
  order canceled events, internal options route and options cancel route events, options trade events, and
  various other options exchange events. Industry member options-related events include industry member options
  events and industry member multi-leg events. (2) All equities events in CAT include all equities exchange
  events and industry member equities events. (3) All events in CAT include all options exchange events, all
  equities exchange events, and all industry member events.
\a\ OMM refers to Options Market Maker.

    Further analysis of options trades associated with Options Market 
Maker quotes in Listed Options, in the options market data from Q1-
2024,\180\ showed that the number of option trades associated with 
Options Market Maker quotes in Listed Options as percent of CAT OQ 
events is small, 0.001 percent or less.\181\ The analysis, however, 
also shows that a substantial portion of all options trades, 
approximately 20 percent, is associated with Options Market Maker 
quotes.
---------------------------------------------------------------------------

    \180\ In this analysis, both OQ events and option trade (OT) 
events are defined as one-sided events. Thus, each side of a trade 
is counted as a separate trade.
    \181\ This supports the Participants' statements, see supra note 
176.
---------------------------------------------------------------------------

    An analysis of lifecycles of Options Market Maker quotes in 
selected Listed Options shows that at least for some options on some 
days these lifecycles can be more complex than suggested by the 
Participants.\182\ For these selected Options, 63 percent of the 
Options Market Maker quotes had a lifecycle with two events, while 
almost 10 percent had lifecycles that included five or more events.
---------------------------------------------------------------------------

    \182\ Focusing on one day, March 7, 2024, this analysis studied 
the Listed Options on one widely traded ETF. The number of CAT 
events per CAT lifecycle reflects the number of CAT events that 
occurred on March 7, 2024, for CAT lifecycles that had an options 
quote event also on March 7, 2024. On March 7, 2024, options with 
the underlying ETF used in this analysis had one of the highest 
volumes of options exchange CAT events across all underlying 
symbols. See supra note 177 and associated text for the 
Participant's characterization of the lifecycles of the Options 
Market Maker quotes in Listed Options.
---------------------------------------------------------------------------

    The second provision of the Proposal involves Raw Unprocessed Data, 
Interim Operational Data and/or submission and feedback files data. 
These data are currently available without ``manual intervention'' for 
at least six years within certain query tools.\183\ These data are 
currently stored within the Central Repository via AWS S3-FA storage 
tier for the first 30 days, in the S3-Infrequent Access tier for the 
next 60 days, and in the S3-Archive Instant Access tier 
thereafter.\184\ Access to such data prior to the availability of final 
data can improve the timeliness of regulatory activities for those 
regulators who do not already have such data.\185\
---------------------------------------------------------------------------

    \183\ See supra notes 86-87 and associated text.
    \184\ See supra note 94 and associated text.
    \185\ See CAT NMS Plan Approval Order, supra note 3, at 84831 
for a discussion of the improvements to timeliness of access to such 
data. In addition, based on Commission staff's knowledge of CAT, 
these are the only data within CAT that identify error records and 
corrections.
---------------------------------------------------------------------------

    The third provision of the Proposal relates to the retention of 
Industry Test Data.\186\ Industry Members and Participants submit data 
to CAT pursuant to both required and voluntary testing; CAT retains the 
Industry Test Data in connection with such testing. Industry Test Data 
associated with CAIS is required to be retained for six years whereas 
CAT LLC was previously permitted to eliminate Industry Test Data 
related to the CAT order and transaction system after three 
months.\187\ The Participants proposed that test data (whether related 
to the CAT order and transaction system or to the CAIS) may be deleted 
by the Plan Processor after three months.
---------------------------------------------------------------------------

    \186\ See supra section II.C, supra note 123 and associated 
text.
    \187\ In November 2023, the CAT LLC was granted exemptive relief 
from the requirement to retain Industry Test Data for six years and 
was permitted to eliminate such data after three months. The 
Participants stated that this exemptive relief applied only to 
Industry Test Data related to the CAT order and transaction system, 
not to CAIS. See supra section II.C, supra notes 127-128 and 
associated text.
---------------------------------------------------------------------------

C. Efficiency

    The Commission analyzed three types of efficiency impacts from the 
Proposal: operational efficiency in terms of cost savings of operating 
the Central Repository; \188\ regulatory efficiency in terms of the 
impact of changes in CAT Data on regulatory activities; and market 
efficiency in the form of second order impacts on the market.
---------------------------------------------------------------------------

    \188\ Economically, operational efficiency refers to the 
effective use of resources to generate a given output. In the case 
of CAT, the output refers to the CAT Data, which are generated for 
regulatory purposes. Even though the outputs, CAT Data, under the 
proposal are not the same as that in the absence of the proposal, 
the analysis of operational efficiency is simplified by focusing on 
the use of resources as measured by the cost savings, net of 
implementation costs; the efficiency effects of changes in CAT Data 
are discussed separately (as impacts on regulatory efficiency).
---------------------------------------------------------------------------

    As discussed further below, cost savings in operating the Central 
Repository represent an enhancement of the operational efficiency of 
CAT. The changes to CAT Data from the Proposal will lessen some 
regulatory efficiencies by delaying certain regulatory activities. 
While these inefficiencies could be relatively more significant for 
certain time-sensitive regulatory activities involving large amounts of 
data, in general, these inefficiencies are likely to be limited.\189\ 
Effects on market efficiency, competition, and capital formation, which 
stem from the aforementioned impacts of the Proposal on regulatory and 
operational efficiencies, will likely be second-order and, hence, also 
limited.
---------------------------------------------------------------------------

    \189\ The Participants characterized the impact of the Proposal 
as a whole, on regulatory functions, regulatory users or CAT Data, 
as ``limited'' or ``minimal.'' See Notice, supra note 9, at 26983-
26986; see also Amendment, supra note 13, at 81121; Participant 
Letter, supra note 32, at 1.
---------------------------------------------------------------------------

1. Operational Efficiency
    The Proposal will result in operational cost savings, net of 
implementation costs, of operating the Central Repository, which will 
reduce the CAT Fees borne by Participants, Industry Members, and 
investors (through pass-throughs). The Participants' estimates of cost 
savings could be imprecise, however. The actual cost savings could 
differ from the projected cost savings for several reasons including: 
(1) assumptions used to generate estimates, (2) uncertainty in the 
future direction of a number of factors, (3) implementation costs, 
which are not included in the estimates, (4) some of the cost savings 
representing costs transferred to regulators, and (5) potential 
interactions of the Proposal with a recent regulatory change. These 
issues could mean that the Participants' estimates are somewhat over-
estimated or, alternatively, potentially considerably underestimated, 
depending upon the assumptions and methodologies used.
a. Estimated Cost Savings, Methodologies and Assumptions
    The Proposal will result in meaningful cost savings even when 
considering some of the alternate methodologies and assumptions 
discussed below. The Participants estimate that the cost savings will 
be $21 million in the first year, which is 11 percent of the total 
operating costs of CAT in 2023.\190\ The Participants state

[[Page 103046]]

that they believe their assumptions and estimates are reasonable.\191\ 
The Commission acknowledges the necessity of using simplifying 
assumptions to generate estimates and that such assumptions can affect 
the precision of the estimates. The Commission has considered the 
methodologies and assumptions and concludes that there are at least 
three issues that could affect the magnitude of the cost estimates--two 
relating to the volume of CAT Data affected and one relating to a 
processing cost assumption. However, the cost savings will be 
meaningful regardless of these issues.
---------------------------------------------------------------------------

    \190\ For 2023 total operating costs, see Consolidated Audit 
Trail, LLC, 2023 Financial and Operating Budget (Revised as of Nov. 
7, 2023) available at https://www.catnmsplan.com/sites/default/files/2023-11/11.07.23-CAT-2023-Financial-and-Operating-Budget.pdf; 
see also Consolidated Audit Trail, LLC, 2023 Financial and Operating 
Budget, https://www.catnmsplan.com/sites/default/files/2024-01/01.17.24-CAT-Q4-2023-Budget-vs-Actual.pdf (last visited Oct. 23, 
2024).
    \191\ See Participant Letter, supra note 32, at 3.
---------------------------------------------------------------------------

    The Participants' cost estimates \192\ are generated using current 
costs. Specifically, the Participants state that, among other things, 
cost savings estimates are based on ``observed data rates and volumes; 
current discounts, reservations and cost savings plans; and associated 
cloud fees.'' \193\ The Commission agrees that using current costs to 
generate cost savings estimates is reasonable and recognizes that the 
cost savings in the future could change depending on factors discussed 
in the next section.\194\
---------------------------------------------------------------------------

    \192\ See supra sections II.A, II.B, and II.C for additional 
discussions of these estimates.
    \193\ See Notice, supra note 9, at 26983, note 8. See also, 
Participant Letter, supra note 32, at 2; Amendment, supra note 13, 
at 81122.
    \194\ In addition, the cost savings estimates for the provision 
on Raw Unprocessed, Interim Operational Data and/or submission and 
feedback files do not include any Options Market Maker quotes on 
Listed Options data. This helps to ensure that this provision does 
not also count cost savings that would be attributed to the 
provision that would set forth the new processing, query, and 
storage requirements for Options Market Maker quotes in Listed 
Options (i.e., Participants do not double count cost savings).
---------------------------------------------------------------------------

    The Participants' storage cost saving estimates are annual cost 
savings for the first year. However, the CAT NMS Plan requires the 
storage of six years of data, so the maximum annual cost savings would 
not be achieved in the first year.\195\ Indeed, the Proposal will 
result in additional potential annual cost savings each year until the 
Proposal affects the annual storage of six years of data. Based on the 
current assumptions, the cost savings could eventually reach $48 
million per year for the provision on Options Market Maker quotes in 
Listed Options.\196\ Likewise, the storage cost savings from the 
provision on Raw Unprocessed, Interim Operational Data and/or 
submission and feedback files could reach $6 million per year to 
account for a baseline of storing six years of data in an S3 storage 
tier.\197\ These additional annual cost savings would not be expected 
in full until six years after the implementation of the Proposal.
---------------------------------------------------------------------------

    \195\ None of the Notice, Participant Letter, or Amendment 
states directly whether the costs are estimated for one year or six 
years of data. While the Participants state that they assume current 
CAT requirements, they also state that the estimates for the Options 
Market Maker quotes in Listed Options provision are ``in the first 
year.'' See Notice, supra note 9, at 26983-26985; see also 
Participant Letter, supra note 32, at 1-2 and 8.
    \196\ These estimates assume that the Participants' cost savings 
estimates are for one year of data, such that cost savings 
eventually reflect five additional years of data. The $48 million 
estimate is six times the $8 million estimate for the first year. 
This assumes constant message traffic and the Participants' 1:1:8 
cost ratio across the S3 storage tiers. See supra note 56 and 
associated text; see also Notice, supra note 9, at 26983, note 8.
    \197\ The $6 million estimate is six times the $1 million annual 
estimate. This assumes constant message traffic and the 
Participants' 1:1:8 cost ratio across the S3 storage tiers. See 
supra note 132 and associated text; see also Notice, supra note 9, 
at 26983, note 8.
---------------------------------------------------------------------------

    The Participants' estimates may also not account for the one-time 
cost savings for affected historical data. The primary historical CAT 
Data affected by the Proposal are the Raw Unprocessed, Interim 
Operational Data and/or submission and feedback files.\198\ All Raw 
Unprocessed, Interim Operational Data and/or submission and feedback 
files older than 15 days will be moved to a cheaper storage tier, 
including historical data. However, the Participants describe the cost 
savings estimates as ``annual,'' \199\ suggesting that they do not 
account for historical data. We estimate that including historical data 
could add up to $4 million in one-time cost savings.\200\
---------------------------------------------------------------------------

    \198\ While the CAIS test data provision will also affect 
historical data, those data are much smaller and have a much shorter 
history.
    \199\ See e.g., Notice, supra note 9, at 26986.
    \200\ If we assume the same annual storage footprint and add 
four additional years of data, we get an additional cost savings of 
$4 million. However, the CAT NMS Plan was not fully implemented for 
the entire four years, and therefore the storage footprint of later 
years is larger than earlier years. A smaller storage footprint for 
this cost savings would result in a smaller cost savings estimate.
---------------------------------------------------------------------------

    The Participants, however, likely over-estimated the $12 million 
estimate in annual processing cost savings from the provision on 
Options Market Maker quotes in Listed Options. To generate this 
estimate, the Participants apparently assumed that the per message 
linkage costs of options events were the same as those for equities 
events,\201\ but this is unlikely.\202\ As the CAT Funding Model 
Approval Order discusses, the linkage processing of equities orders is 
generally more complex than the linkage processing of options 
orders.\203\ Further, Options Market Maker quotes in Listed Options 
have mostly simple lifecycles.\204\ However, the volume of the Options 
Market Maker quotes in Listed Options data suggests that they will 
still account for a large proportion of overall linkage processing 
costs.\205\ Therefore, while the cost savings could be less than $12 
million, they will likely still be large.
---------------------------------------------------------------------------

    \201\ The $12 million estimate allocates $27,000/day to linkages 
involving Options Market Maker quotes in Listed Options. When 
comparing this figure to others from the Participants, it seems to 
be in line with the relative volume of Options Market Maker quotes 
in Listed Options in CAT Data, indicating that this figure comes 
from an implied assumption of similar per message linkage costs. See 
Amendment, supra note 13, at 81123; see also Notice, supra note 9, 
at 26983-26984 and 26988.
    \202\ The Commission understood that complexity of the order 
lifecycles is a cost driver within the linkage processing. See CAT 
Funding Model Approval Order, supra note 162, at 62677.
    \203\ See CAT Funding Model Approval Order, supra note 162, at 
62678. The ``Linker'' costs involve looking across four days of data 
to link order messages across a lifecycle. See id, at 62677. Certain 
order handling practices of Industry Members, such as the use of 
riskless principal transactions, involve relatively more complex 
linkages. See id.
    \204\ This is consistent with the analysis presented above 
regarding complexities of lifecycles in the Options Market Maker 
quotes in Listed Options. See supra section III.B; see also supra 
note 177 and the associated text.
    \205\ As the Participants stated, ``there is not a linear 
relationship between volume and costs; rather, a combination of 
volume and processing complexity drive costs.'' See Notice, supra 
note 9, at 26984, note 14.
---------------------------------------------------------------------------

    The Participants did not estimate any cost savings from the 
provision on CAIS test data but reiterated the $1 million cost savings 
from the prior related exemptive relief.\206\ We expect these test data 
to have a small storage footprint. While the cost savings will be 
positive, they are unlikely to increase the approximate magnitude of 
the cost savings from the prior exemptive relief.
---------------------------------------------------------------------------

    \206\ See Notice, supra note 9, at 26989.
---------------------------------------------------------------------------

b. Future Magnitude of Cost Savings
    The Participants recognize that the actual future cost savings 
could differ from the estimates because of uncertainty in several 
factors.\207\ These factors include the number of exchanges, Plan 
requirements, data rates and volumes, discounts, reservations and cost 
savings plans, and cloud fees.\208\ The Participants also state that 
future cost savings could be greater than

[[Page 103047]]

the estimates as data volumes grow over time.\209\ The Participants 
produce cost savings estimates that apply only to the first year of 
implementation.\210\ However, the cost savings estimated for the first 
year may not continue at the same level for at least two reasons: (1) 
changes in the costs of cloud computing, and (2) changes in the 
frequency of regulatory requests to have data restored.
---------------------------------------------------------------------------

    \207\ See Notice, supra note 9, at 26983, note 8; see also 
Participant Letter, supra note 32, at 2-3.
    \208\ See Notice, supra note 9, at 26983, note 8; see also 
Participant Letter, supra note 32, at 2.
    \209\ See Participant Letter, supra note 32, at 2.
    \210\ The Participants state that all costs and savings 
projections are estimates only and reflect the current state and 
costs of CAT operations. See the Proposal, supra note 4, at 2; see 
also Participant Letter, supra note 32, at 2-3.
---------------------------------------------------------------------------

    Cost savings (and CAT operational costs) could decline as cloud 
computing evolves. The storage and computing services industries, 
technologically, are among the most rapidly evolving industries. In 
some estimates, the costs of host computer and storage services have 
steadily declined.\211\ Similar trends can be observed in the pricing 
of some of the cloud storage products.\212\ The Participants' estimated 
cost savings of $21 million are based on the current cloud computing 
and storage costs.\213\ Therefore, declines in cloud computing costs 
could result in smaller than expected future cost savings.
---------------------------------------------------------------------------

    \211\ See, for example, the Federal Reserve Bank of St. Louis 
publication of monthly aggregate cost data on host computers and 
servers, at https://fred.stlouisfed.org/series/WPU11510116 (last 
visited Dec 5, 2024); the cost estimate for Machinery and Equipment: 
Host Computers, Multiusers (Mainframes, Unix and PC Servers) in 
August 2024 is 26 percent of that in December 2004. In contrast, the 
same publication estimated that the cost for all commodities for 
August 2024 is 170 percent of that in December 2004. From December 
2004 until March 2021, the price of host computers and servers was 
on a downward trend. Then, from March 2021 to July 2022, these 
prices rose. Prices have since stayed close to or below June 22 
level. Note that different indices use different methodologies and 
industry/product classifications and these estimates can be 
different from estimates by other agencies.
    \212\ On November 1, 2008, for example, AWS Storage (standard) 
was priced at $0.12 per GB per month. In August of 2024, S3 
(standard) was priced as ``Over 500 TB/Month $0.021 per GB'' (a 
decline of 83 percent). New service tiers were also introduced, for 
example, in August of 2024, S3 Infrequent Access (long lived but 
infrequently accessed data that needs millisecond access) was priced 
as ``All Storage/Month $0.0125 per GB'' (90 percent decline compared 
to the 2008 product), S3 Archive Instant Access as ``All Storage/
Month $0.004 per GB,'' and S3 Glacier Deep Archive (long-term 
archiving, accessed once or twice in a year and can be restored 
within 12 hours) was priced as ``All Storage/Month $0.00099 per GB'' 
(99 percent decline compared to the 2008 product). See AWS, New 
Tiered Pricing for Amazon S3 Storage, (Oct. 9, 2009) available at 
https://aws.amazon.com/about-aws/whats-new/2008/10/09/new-tiered-pricing-for-amazon-s3-storage/; see also AWS, Amazon S3 Pricing, 
available at https://aws.amazon.com/s3/pricing/ (last visited Dec. 
5, 2024).
    \213\ $20 million of these savings are based on a 65 percent 
reduction in computer runtime for Options Exchange events, and an 80 
percent reduction in storage footprint. See Participant Letter, 
supra note 32, at 3.
---------------------------------------------------------------------------

    On the other hand, if message traffic keeps increasing, then, 
despite the rapid technological advancements, the future cost savings 
could be higher than those estimated for the first year.\214\ Indeed, 
one new options exchange has started operations since the publication 
of the Notice, likely resulting in a higher volume of Options Market 
Maker quotes in Listed Options.\215\ In addition, one new equities 
exchange has been approved since the costs were estimated, potentially 
increasing the storage footprint of Raw Unprocessed Data, Interim 
Operational Data, and/or submission and feedback files.\216\
---------------------------------------------------------------------------

    \214\ This is also acknowledged by the Participants, who state 
that, ``If data volumes continue to increase as they have 
historically, the associated costs avoided would similarly 
increase.'' See Amendment, supra note 13, at 81123.
    \215\ This exchange is MIAX Sapphire, LLC. See supra note 4.
    \216\ This exchange is 24X National Exchange LLC. See Securities 
Exchange Act Release No. 34-101777 (Nov. 27, 2024), 89 FR 97092 
(Dec. 6, 2024).
---------------------------------------------------------------------------

    Cost savings from the provision on Raw Unprocessed, Interim 
Operational Data and/or submission and feedback files will be reduced 
by any data requests by regulators to restore such data.\217\ 
Participants state that retrieving data from Glacier Deep Archive 
storage is costly and the costs are a function of the size of the data 
being pulled in addition to the speed with which the request must be 
fulfilled.\218\ This $1 million savings is also based, in part, on an 
expectation of usage of Raw Unprocessed, Interim Operational Data and/
or submission and feedback files older than 15 days that matches the 
previous four years.\219\ According to the Participants, these data 
were not used during the development of the CAT NMS Plan over the last 
four years.\220\
---------------------------------------------------------------------------

    \217\ See Notice, supra note 9, at 26986, where the Participants 
state, ``Upon request by the SEC or one of the Participants to the 
CAT Help Desk, archived data would be restored by the Plan Processor 
to an accessible storage tier, at which point it would be available 
and searchable electronically by regulatory users in the same manner 
it is today.''
    \218\ See Notice, supra note 9, at 26986.
    \219\ See Notice, supra note 9, at 26986.
    \220\ See infra note 253 253and associated text.
---------------------------------------------------------------------------

c. Implementation Costs
    The Amendment states that ``the one-time implementation costs are 
expected to be minimal relative to overall cost savings.'' \221\ While 
the Participants do not estimate implementation costs, the Commission 
can compare anticipated implementation activity to that of recent 
Commission final rules that include estimates for such activity. 
According to the Participants, ``[o]ne-time implementation costs will 
generally consist of Plan Processor labor costs associated with coding 
and software development, as well as any related cloud feed associated 
with the development, testing and load testing of the proposed 
changes.'' \222\ The Participants state that, ``[o]ngoing operational 
costs, other than cloud hosting costs,'' will not be affected by the 
proposed amendments.\223\ The Commission agrees that the implementation 
costs seem minimal relative to overall cost savings.
---------------------------------------------------------------------------

    \221\ See Amendment, supra note 13, at 81123.
    \222\ Id.
    \223\ See Amendment, supra note 13, at 81123.
---------------------------------------------------------------------------

    The Proposal will result in costs to the Plan Processor with 
respect to developing policies and procedures, revising and testing 
coding changes, and revising user manuals and training materials. 
Policies and procedures will dictate how the Plan Processor responds to 
requests to restore the operational data and ensure confidentiality in 
the request.\224\ Implementing the Proposal will also require changes 
to programming code to change the processing of affected CAT Data. 
Finally, user manuals and training will have to be revised to ensure 
they reflect the CAT Data and access for regulators after the Proposal.
---------------------------------------------------------------------------

    \224\ See Notice, supra note 9, at 26986.

     Table 2--Implementation Costs for Comparable Compliance Actions
------------------------------------------------------------------------
      Implementation activity        Lowest estimate    Highest estimate
------------------------------------------------------------------------
Developing Policies and Procedures            $49,000            $53,000
 \a\..............................
Revising and Testing Code \b\.....             20,000            114,000
------------------------------------------------------------------------
\a\ See infra note 225.
\b\ See infra note 226.


[[Page 103048]]

    Table 2 shows ranges of implementation costs for implementation 
activities in recent Commission final rules. The Commission expects the 
Proposal to fall near the lower end of these ranges, and possibly below 
them. The estimates for developing policies and procedures in Table 2 
apply to policies and procedures that codify business practices,\225\ 
which would be a bigger effort than the policies and procedures for 
fulfilling requests to restore data. Second, the Commission expects the 
coding changes necessary to implement the Proposal to involve fewer 
labor hours than the comparison rules for revising code in Table 
2.\226\ Finally, while the recent Commission final rules surveyed did 
not separately itemize the costs of revising user manuals and training 
(and thus are not included in Table 2), the Commission expects that the 
costs will be lower than the costs of developing policies and 
procedures.
---------------------------------------------------------------------------

    \225\ See e.g., Standards for Covered Clearing Agencies for U.S. 
Treasury Securities and Application of the Broker-Dealer Customer 
Protection Rule with Respect to U.S. Treasury Securities, Release 
No. 34-99149 (Dec. 13, 2023), 89 FR 2714 (Jan. 16, 2024) (``Treasury 
Clearing Adopting Release'') at note 981 for the high estimate, 
rounded down from $53,425; Covered Clearing Agency Resilience and 
Recovery and Orderly Wind-Down Plans, Release No. Securities 
Exchange Act Release No. 34-101446 (Oct. 25, 2024), 89 FR 91000 
(Nov. 18, 2024) (``Covered Clearing Adopting Release'') at 183 for 
the low estimate.
    \226\ Estimates for coding changes from recent Commission final 
rules vary based on programming staff labor from 50 hours for code 
revisions to calculate metrics to 300 hours for code revisions to 
accept new information in the CAT Central Repository. See Short 
Position and Short Activity Reporting by Institutional Investment 
Managers, Release No. 34-98738 (Oct. 13, 2023), 88 FR 75100 (Nov. 1, 
2023) (the ``Short Position Reporting Adopting Release'') at 75144, 
note 475 for the high estimate. Among other changes, this release 
amended section 6.4(d)(ii) of the CAT NMS Plan (the ``Bona Fide 
Market Maker Amendment'') requiring the 25 Plan Participants to 
update their compliance rules by July 2. See Short Position 
Reporting Adopting Release, section VI for a discussion of the Bona 
Fide Market Maker Amendment. Implementing the Bona Fide Market Maker 
Amendment will involve approximately 300 labor hours spread across 
programming, database administration, business and legal personnel. 
The Commission anticipates that coding changes to implement the 
Proposal involve a similar mix of labor as in the Bona Fide Market 
Maker Amendment but will need fewer hours. For the low estimate, 
rounded down from $20,075, see Disclosure of Order Execution 
Information, Release No. 34-99679 (March 6, 2024), 89 FR 26428 
(April 15, 2024) (``Order Disclosure Adopting Release''), at 26499 
note 951. These costs reflect approximately 50 labor hours spread 
across programming and compliance personnel. While the amendments in 
the Commission's recent Order Disclosure Adopting Release involve 
entities other than the Central Repository, the types of coding 
revisions may involve a similar effort. These numbers are rounded to 
the nearest thousand to reflect imprecision.
---------------------------------------------------------------------------

    The Commission understands, from Staff discussions with the 
Participants, that moving data to Glacier Deep Archive is a service 
provided by the cloud provider and, thus, costs are unaffected by the 
Proposal. In addition, the proposed amendments will not involve any 
costs of building security for the Glacier Deep Archive because the 
Plan Processor has already built such security measures.
    As for ongoing implementation costs, the Proposal could result in 
ongoing costs related to an increase in help desk demands to assist 
regulatory staff requesting assistances in linking Options Market Maker 
quotes in Listed Options lifecycles, and restoration of Raw 
Unprocessed, Interim Operational Data and/or submission and feedback 
files older than 15 days.
d. Cost Transfers to Regulators
    Regulators may undertake activities to mitigate the impact of the 
proposed amendments on regulatory activities and, as a result, incur 
costs. For regulatory activity that necessitates lifecycle information 
for Options Market Maker quotes in Listed Options, regulators could 
reduce the impact of the Proposal by revising lifecycle-producing code 
from the Plan Processor to apply it to their systems, maintaining such 
code over time, and processing data with that code.\227\ The cost of 
applying and maintaining the code as well as processing data with the 
code is a cost transfer from the Company to regulators. The magnitude 
of this cost depends on the complexity of revising the code for 
regulators' systems, the frequency of updates required to maintain the 
code, and the chosen amount and frequency of data processed. In 
addition, regulators could incur staffing costs to mitigate the loss of 
data in DIVER and MIRS query tools \228\ and to request restorations of 
Raw Unprocessed, Interim Operational Data and/or submission and 
feedback files older than 15 days. The costs incurred by regulators 
would reduce the cost savings of the proposed amendments. However, cost 
savings would still be meaningful after taking these transfers into 
consideration.
---------------------------------------------------------------------------

    \227\ See infra section III.C.2.a.(i).
    \228\ See infra section III.C.2.a.(ii) for a discussion of the 
impact of the provision that Options Market Maker quotes in Listed 
Options will no longer be available in DIVER.
---------------------------------------------------------------------------

e. Interaction With Tick Size Adopting Release
    One commenter stated that the rules and amendments proposed in the 
Tick Size Proposing Release \229\ (the ``Proposed Tick Size Rules'') 
had ``the potential to significantly expand the amount of quoting 
activity in the . . . listed options markets,'' \230\ implying that the 
costs of linking Options Market Maker quotes in Listed Options would 
increase following the implementation of the Proposed Tick Size Rules. 
The commenter did not provide an explanation as to why they expected 
the Proposed Tick Size Rules would increase Options Market Maker quotes 
in Listed Options, and while the Commission has considered this 
potential interaction, it finds the connection is unclear. Regardless, 
the cost savings in the Proposal will still be meaningful as to all 
Options Market Maker quotes in Listed Options.
---------------------------------------------------------------------------

    \229\ See Regulation NMS: Minimum Pricing Increments, Access 
Fees, and Transparency of Better Priced Orders, Release No. 34-96494 
(Dec. 14, 2022), 87 FR 80266 (Dec. 29, 2022) (``Tick Size Proposing 
Release'').
    \230\ See SIFMA Letter I, supra note 68, at 2, stating that 
``the [quote-to-trade ratio] is nearly 4 times greater than the 
ratio. described in the SEC's approval order,'' and citing to the 
tick size proposal in stating that ``certain SEC market structure 
initiatives might only accelerate the increase.''
---------------------------------------------------------------------------

2. Regulatory efficiency
    Regulatory efficiency refers to the efficiency of regulatory 
activities conducted by SROs and/or the Commission necessary to protect 
investors, maintain fair, orderly, and efficient markets, and 
facilitate capital formation.\231\ In analyzing how the Proposal will 
impact regulatory efficiency, the Commission assessed how the Proposal 
will impact regulatory activities.
---------------------------------------------------------------------------

    \231\ See CAT NMS Plan Approval Order, supra note 3, at 84833-
84840 for a discussion of the benefits from the types of regulatory 
activities that the CAT NMS Plan was intended to improve.
---------------------------------------------------------------------------

    The Commission identified regulatory inefficiencies resulting from 
the Proposal. Most of these regulatory inefficiencies are 
transitional.\232\ The other regulatory inefficiencies will be 
permanent in nature and will occur each time certain regulatory use 
cases arise.\233\ The Commission concludes that the regulatory 
inefficiencies will have a limited overall impact.
---------------------------------------------------------------------------

    \232\ See infra section III.C.2.a.(ii).
    \233\ For example, each time a regulator has to create 
lifecycles for a set of Options Market Maker quotes. See infra 
section III.C.2.a.(i).
---------------------------------------------------------------------------

a. Options Market Maker Quotes in Listed Options
    The Participants state that the provision of the proposed 
amendments involving Options Market Maker quotes in Listed Options will 
have a ``limited impact on the regulatory function of the CAT.'' The 
Commission expects that this provision will delay potential regulatory 
activities involving lifecycle linkages for Options Market Maker quotes 
in Listed Options and reduce the

[[Page 103049]]

accessibility of Options Market Maker quotes in Listed Options.\234\ 
The Commission expects the mitigation mechanisms--e.g., the provision 
of code from the Plan Processor and the use of the quoteID field--to 
partially alleviate the delays created by the Proposal.\235\ The 
removal of Options Market Maker quotes from DIVER will result in 
certain regulatory inefficiencies; most of these inefficiencies, 
however, will dissipate in the long run.\236\
---------------------------------------------------------------------------

    \234\ The lifecycle linkages and derived fields will not be 
available as they will not be produced and while the unprocessed 
Options Market Maker quotes in Listed Options will remain in the CAT 
Data they will no longer be available in DIVER.
    \235\ The field quoteID is the internal ID assigned to the 
order/quote by the exchange.
    \236\ See infra notes 252251-253252, and associated text.
---------------------------------------------------------------------------

(i) Cessation of Processing of Options Market Maker Quotes by the Plan 
Processor
    The loss of the linkage processing and derived fields specified in 
the Proposal could adversely affect investigations, examinations, or 
market analyses that rely on the lifecycle information in Options 
Market Maker data in CAT.\237\ When the Plan Processor ceases lifecycle 
processing on Options Market Maker quotes in Listed Options, CAT Data 
will no longer include a CAT-Lifecycle-ID. The absence of CAT-
Lifecycle-IDs for Options Market Maker quotes will delay any regulatory 
activities involving order linkages for Options Marker Maker quotes in 
Listed Options.\238\ Lack of lifecycle linkages would also preclude 
derived fields such as Derived Next Event Timestamp (and Type Code) 
from being used by regulators to make regulatory activities, such as 
order book reconstructions, easier and faster.
---------------------------------------------------------------------------

    \237\ See, e.g., CAT NMS Plan Approval Order, supra note 3, at 
84826-84827, 84831-84832, 84834 and 84839 for a discussion of the 
benefits of linking order data.
    \238\ See CAT NMS Plan Approval Order, supra note 3, at 84834-
84840 for examples of regulatory activities improved by having ready 
access to linkage information. Types of regulatory activities 
include analysis and reconstruction of market events, market 
analysis and research, and surveillance and investigations (SRO 
surveillance, SRO and Commission examinations, and SRO and 
Commission enforcement investigations). Regulatory activities 
involving Options Market Maker quotes in Listed Options can fall 
into any of these activities.
---------------------------------------------------------------------------

    To mitigate the impact of this provision, regulators will have the 
option of requesting from the Plan Processor the code underlying the 
current linkage processing for Options Market Maker quotes in Listed 
Options for the purpose of creating the lifecycles and derived fields 
themselves.\239\ While such code could be helpful, it may also need to 
be modified by regulators to run on their own systems. Further, the 
Plan Processor will not update this code over time, and thus, 
regulators will need to maintain it themselves.\240\ Also, the 
processing and maintenance of lifecycle linkages of Options Market 
Maker quotes in Listed Options will shift from a single entity (the 
Plan Processor) to multiple regulators. Such decentralization could 
result in duplicative efforts across regulators.
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    \239\ See supra note 82 and associated text. See also Notice, 
supra note 9, at 26984; Participant Letter, supra note 32, at 5-6.
    \240\ See supra note 41. The Plan Processor technicians 
presumably have more expertise on particular changes to CAT Data 
affecting their linkage code than data users at SROs or the 
Commission.
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    The Commission recognizes that potential delays depend on how 
complex the linkage processes are. A simpler linkage process will 
reduce the inefficiencies associated with decentralization and stale 
code. The Participants stated that ``the vast majority of options 
market maker quote lifecycles consist of just two events,'' \241\ and 
that ``[e]xecutions that result from Options Market Maker quotes will 
identify the quoteId of the quote that resulted in an execution,'' 
\242\ which suggests that these quotes have simple lifecycle 
processing.
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    \241\ See Notice, supra note 9, at 26984.
    \242\ Id. In addition, the Participants stated that ``[l]inkage 
validation is not necessary for Options Market Maker [q]uotes 
because quoteID is an effective replacement for tying quotes to 
trades.'' See Participant Letter, supra note 32, at 4.
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    While the majority of lifecycles of Options Market Maker quotes in 
Listed Options, with or without trades, may contain only two events, a 
substantial number of lifecycles could be more complex.\243\ The 
Proposal further states that a large portion of lifecycles of Options 
Market Maker quotes in Listed Options do not involve any execution or 
allocation.\244\ However, regulatory activities that analyze lifecycles 
or reconstruct order books are not restricted to lifecycles that 
contain trades.
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    \243\ See section III.B, supra note 182 and associated text.
    \244\ See Participant Letter, supra note 32, at 2.
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    Similarly, while having a quoteID on all options events in the 
lifecycle of an Options Market Maker quote in Listed Options can 
simplify the process of linking events,\245\ quote ID does not fully 
substitute for CAT-Lifecycle-ID in all instances. An analysis of the 
effectiveness of quoteID in linking trades to quotes, and linking 
lifecycles more generally, found that quoteID is approximately 95 
percent as effective as CAT-Lifecycle-ID is.\246\
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    \245\ See Participant Letter, supra note 32, at 4; see also 
Notice, supra note 9, at 26984.
    \246\ For the purpose of this Order, using a day's trading (the 
day of March 7, 2024), 2,706,647 options trade events linked to 
Options Market Maker quotes were analyzed. The analysis focused on 
whether the lifecycles (using CAT Lifecycle IDs) contained 
information sufficient for regulators to create the lifecycles 
themselves, absent the CAT Lifecycle ID. The analysis studied the 
linkages using a combination of Exchange ID, OSI Symbol ID, quoteID, 
Side, and Event Date and found that 142,578 (approximately 5 
percent) trades did not contain information sufficient to link to 
the quote (if not using the CAT-Lifecycle-ID). For any remaining 
unlinked trades, other elements of the linkage processing currently 
used by the Plan Processor might offer additional means or methods 
for linking trades to quotes once the Proposal is implemented. Also, 
regulators may be able to obtain the information necessary to link 
trades to quotes by making information requests to the relevant 
Market Makers and/or exchanges. However, this would involve 
significant delays.
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    Resulting delays from the implementation of the Proposal will vary 
across the impacted regulatory activities. Certain analyses using high 
volumes of data (e.g., the January 2021 volatility \247\) are more 
likely to face a large number of disparate complexities in linkage 
processing, which could take more time to address. Also, in these 
cases, the aforementioned challenges in using quoteID and Plan 
Processor code could be significant if such regulatory activities are 
time-sensitive. The implementation of the Proposal likely will have a 
limited impact for regulatory activities that focus on small 
samples,\248\ where the Plan Processor's code and quoteID may be 
sufficient to avoid meaningful delays associated with linkage 
complexities.
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    \247\ See Staff Report on Equity and Options Market Structure 
Conditions in Early 2021, (Oct. 14, 2021) available at https://www.sec.gov/files/staff-report-equity-options-market-struction-conditions-early-2021.pdf.
    \248\ A small sample, for example, could involve trades on a 
particular day, in a specific option contract by a specific market 
maker.
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(ii) Loss of Options Market Maker Quotes in Listed Options in Tools 
Such as DIVER and MIRS
    The provision of the proposed amendments involving the Options 
Market Maker quotes in Listed Options will also eliminate Options 
Market Maker quotes in Listed Options from DIVER. The Participants 
state that, ``[t]he regulatory groups of each of the Participants have 
indicated that they are able to conduct their regulatory programs 
accessing Options Market Maker Quotations via BDSQL and/or Direct Read, 
and each group supports the proposed modification.'' \249\
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    \249\ See Participant Letter, supra note 32, at 5.
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    The loss of Options Market Maker quotes in Listed Options from 
DIVER may delay regulatory activities, at least

[[Page 103050]]

in the short-term. While use of DIVER does not require programming 
skills in remote data processing and/or knowledge of structured query 
programming language,\250\ regulatory users seeking to access Options 
Market Maker quotes in Listed Options will now have to do so through 
BDSQL and Direct Read, which do require such specialized skills and are 
therefore less user-friendly.\251\ This may create some inefficiencies 
in the short term for regulatory activities involving Option Market 
Maker quotes.\252\ Over a longer term, however, some regulatory users 
may become more familiar with BDSQL and Direct Read. Further, 
regulators could also adjust by creating internal tools for to 
replicate the same targeted queries they would otherwise run on DIVER. 
Once the code has been written out, BDSQL would likely be less time-
consuming compared to DIVER, which can offset the delays. However, this 
could result in another inefficiency should multiple SROs and the 
Commission create code to replicate the commonly-used functionality 
formerly centralized within DIVER.
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    \250\ See supra note 174, and associated text.
    \251\ The Commission previously discussed the economic impact of 
how user-friendly CAT access tools would be. In discussing how the 
CAT NMS Plan would improve the accessibility of regulatory data by 
providing regulators with direct access to the consolidated CAT 
Data, the Commission stated that improving accessibility of 
regulatory data over the regulatory baseline requires ensuring that 
enough SRO and Commission staff members are able to use the [access] 
system supplied by the Central Repository when they need it. The 
Commission also discussed its belief that the ability to use the 
direct access system depends, among other things, on how user-
friendly the system is. See Securities Exchange Act Release No. 34-
77724 (April 27, 2016), 81 FR 30614 (May 17, 2016) at 30689.
    \252\ Some regulatory users might have to rely on regulatory 
users with programing skills to assist them in affected regulatory 
activities. This could increase the workload of regulatory users 
with programming skills and slow down other regulatory activities 
involving CAT. In addition, regulators would spend more time writing 
code to pull data from BDSQL than they expend to select from among 
the pre-defined criteria in DIVER.
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b. Raw Unprocessed, Interim Operational Data and/or Submission and 
Feedback Files
    Based on the potential future use of Raw Unprocessed, Interim 
Operational Data and/or submission and feedback files older than 15 
days, as well as the Participants' statements on past use, the 
Commission expects the Proposal not to have a consequential negative 
impact on regulatory efficiency. Some future regulatory activities of 
SROs could depend on the use of the Raw Unprocessed, Interim 
Operational Data and/or submission and feedback files older than 15 
days, and therefore may be affected by a delay in access to data. It 
could, for example, be used by SROs to investigate patterns of errors 
in CAT Data submissions by their members.\253\ However, such regulatory 
activities are unlikely to be time-sensitive.
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    \253\ See supra note 120 and associated text. The Proposal could 
delay Designated Examining Authorities (``DEAs'') examinations of 
CAT reporting errors by their members if these examinations require 
restoring data.
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3. Market Efficiency
    Market efficiency could be slightly negatively impacted by the 
Proposal with the impact coming from reductions in regulatory 
efficiency.\254\ Since the impact of the Proposal on regulatory 
efficiency is limited, the impact on market efficiency will be minimal. 
There could also be minor improvements in market efficiency due to a 
reduction in CAT fees.\255\
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    \254\ See supra sections III.C.2.a. and III.C.2.b. for the 
impact of the Amendment on regulatory efficiency. The impact on CAT 
data in terms of reduced accessibility and timeliness could lead to 
a modest reduction in the deterrence effects of CAT. See CAT NMS 
Plan Approval Order, supra note 3, at 84836, note 2266. The reduced 
timeliness could also allow violative behaviors to persist for 
slightly longer.
    \255\ The CAT Funding Approval Order concludes that the expected 
magnitude of CAT Fees ``are expected to be relatively small'' based 
on a comparison of illustrative fees to other per share transaction 
costs. See CAT Funding Model Approval Order, supra note 162, at 
62682. Therefore, a reduction in CAT fees would also be small when 
distributed on a per share basis.
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D. Competition

    The Participants believe that the Proposal will have a positive 
impact on competition.\256\ The Commission expects that the Proposal is 
likely to result in slightly reduced CAT fees, which could dampen 
existing competitive advantages for some market participants relative 
to the baseline,\257\ but this is unlikely to have a meaningful effect 
on competition.\258\ To the extent that the Proposal results in a 
modest reduction in the deterrence effects of CAT and a potential 
increase in persistence of violative behaviors,\259\ there could be a 
resulting small adverse effect on competition in the market for trading 
services.\260\ None of these effects on competition, however, is likely 
to be meaningfully large.
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    \256\ See Notice, supra note 9, at 26989.
    \257\ The CAT Funding Model establishes the framework under 
which CAT costs will be allocated among Participants and Industry 
Members, resulting in competitive advantages for some Participants 
and Industry Members over others. Such competitive advantages are 
dampened by a reduction in CAT costs as a result of the Proposal. 
See CAT Funding Model Approval Order, supra note 162, at 62684-
62685.
    \258\ See supra section III.C.3. for a discussion of why the 
reduction in fees will likely be small.
    \259\ See supra note 254254.
    \260\ A reduction in the deterrence effects of CAT and a 
potential increase in the persistence of violative behaviors could 
impact the market for trading services. See supra note 254 for a 
discussion of the effect of the Proposal on deterrence; see also CAT 
NMS Plan Approval Order, supra note 3, at 84885.
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E. Capital Formation

    The Participants state that the Proposal will have a positive 
impact on capital formation.\261\ While they do not explain the 
mechanism, they state that the savings under the proposed amendments 
will ``inure to the benefit of all participants in the markets for NMS 
Securities and OTC Equity Securities, including Participants, Industry 
Members, and most importantly, the investors.'' \262\ The Commission 
does not expect that the cost savings will result in any meaningful 
positive impact on capital formation.\263\ In addition, any adverse 
impact on capital formation resulting from the regulatory 
inefficiencies created by the proposed amendments will also be 
small.\264\
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    \261\ See Notice, supra note 9, at 26989.
    \262\ Id.
    \263\ See supra note 255 255for why CAT fees, which are passed 
on to market participants, are unlikely to be meaningfully lowered 
on a per share basis under the Proposal.
    \264\ Violative behavior could persist longer as a result of a 
decrease in timeliness of regulatory actions. However, the effect on 
regulatory actions is likely to be small. Therefore, the effect on 
capital formation is likely to be small.
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IV. Conclusion

    For the reasons discussed, the Commission, pursuant to Section 11A 
of the Exchange Act,\265\ and Rule 608(b)(2) \266\ thereunder, is 
approving the proposed changes to the CAT NMS Plan, as those changes 
are set forth in the Proposal. Section 11A of the Exchange Act 
authorizes the Commission, by rule or order, to authorize or require 
the self-regulatory organizations to act jointly with respect to 
matters as to which they share authority under the Exchange Act in 
planning, developing, operating, or regulating a facility of the 
national market system.\267\ Rule 608 of Regulation NMS authorizes two 
or more SROs, acting jointly, to file with the Commission proposed 
amendments to an effective NMS plan,\268\ and further provides that the 
Commission shall approve an amendment to an effective NMS plan if it 
finds that the amendment is necessary or appropriate in the public 
interest, for the protection of investors and the maintenance of fair 
and orderly

[[Page 103051]]

markets, to remove impediments to, and perfect the mechanisms of, a 
national market system, or otherwise in furtherance of the purposes of 
the Exchange Act.\269\
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    \265\ 15 U.S.C. 78k-1.
    \266\ 17 CFR 242.608(b)(2).
    \267\ See 15 U.S.C. 78k-1(a)(3)(B).
    \268\ See 17 CFR 242.608.
    \269\ See 17 CFR 242.608(b)(2).
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    For the reasons set forth above, the Commission finds that the 
proposed changes to the CAT NMS Plan, as set forth in the Proposal, 
meet the required standard.
    It is therefore ordered, pursuant to Section 11A of the Exchange 
Act,\270\ and Rule 608(b)(2) \271\ thereunder, that such changes be, 
and hereby are, approved.
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    \270\ 15 U.S.C. 78k-1.
    \271\ 17 CFR 242.608(b)(2).

    By the Commission.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-29912 Filed 12-17-24; 8:45 am]
BILLING CODE 8011-01-P