83634 Federal Register / Vol. 85, No. 246 / Tuesday, December 22, 2020 / Notices 

1The CAT NMS Plan was approved by the 

Commission, as modified, on November 15, 2016. 

See Securities Exchange Act Release No. 79318 

(November 15, 2016), 81 FR 84696 (November 23, 

2016) (‘‘CAT NMS Plan Approval Order’’). 

2Unless otherwise noted, capitalized terms are 

used as defined in the CAT NMS Plan. 

3 15 U.S.C. 78mm(a)(1). 

4 17 CFR 242.608(e). 

5This date is approximately one year after the 

date by which the Participants previously estimated 

that the CAT would be fully implemented, July 11, 

2022. See Securities Exchange Act Release No. 

88890 (May 15, 2020), 85 FR 31322, 31334 (May 22, 

2020). 

6See CAT NMS Plan at Section 6.6(c)(ii) 

(requiring Participants to file quarterly progress 

reports with the Commission tracking progress 

towards implementing the CAT NMS Plan 

requirements). See also Securities Exchange Act 

Release No. 88890 (May 15, 2020), 85 FR 31322 

(May 22, 2020). 

7See CAT NMS Plan at Section 1.1 (defining 

‘‘Full Implementation of CAT NMS Plan 

Requirements’’ milestone). The Commission 

believes that these factual indicators relate to the 

Full Implementation of CAT NMS Plan 

Requirements milestone because this milestone 

‘‘means the point at which Participants have 

satisfied all of their obligations to build and 

implement the CAT, such that all CAT system 

functionality required by Rule 613 and the CAT 

NMS plan has been developed, successfully tested 

and fully implemented[.]’’ Id. 

8See CAT NMS Plan at Section 6.1 of Appendix 

D. Section 6.1 of Appendix continues to provide the 

following timelines: (1) ‘‘8:00 a.m. Eastern Time 

T+3 (transaction date + three days)—Resubmission 

of corrected data; and’’ (2) ‘‘8:00 a.m. Eastern Time 

T+5 (transaction date + five days)—Corrected data 

available to Participant regulatory staff and the 

SEC.’’ 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90688] 

Order Granting Temporary Conditional 

Exemptive Relief Pursuant to Section 

36 of the Securities Exchange Act of 

1934 (‘‘Exchange Act’’) and Rule 608(e) 

of Regulation NMS Under the 

Exchange Act, Relating to Certain 

Requirements of the National Market 

System Plan Governing the 

Consolidated Audit Trail 

December 16, 2020. 

I. Introduction 

BOX Exchange LLC, Cboe BYX 

Exchange, Inc., Cboe BZX Exchange, 

Inc., Cboe EDGA Exchange, Inc., Cboe 

EDGX Exchange, Inc., Cboe C2 

Exchange, Inc., Cboe Exchange, Inc., 

Financial Industry Regulatory 

Authority, Inc., Investors Exchange LLC, 

MEMX LLC, Miami International 

Securities Exchange LLC, MIAX 

Emerald, LLC, MIAX PEARL, LLC, 

NASDAQ BX, LLC, 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., 

NYSE National, Inc., and Long Term 

Stock Exchange, Inc. (collectively, the 

‘‘Participants’’ or ‘‘SROs’’) are 

responsible for implementing the 

National Market System Plan Governing 

the Consolidated Audit Trail (‘‘CAT 

NMS Plan’’).1 When fully implemented, 

the consolidated audit trail (‘‘CAT’’) is 

designed to capture customer and order 

event information for Eligible 

Securities 2 across all markets, from the 

time of order inception through routing, 

cancellation, modification, or execution 

in a single, consolidated data source. 

Section 36 of the Exchange Act grants 

the Commission the authority, with 

certain limitations, to ‘‘conditionally or 

unconditionally exempt any person, 

security, or transaction . . . from any 

provision or provisions of [the Exchange 

Act] or of any rule or regulation 

thereunder, to the extent that such 

exemption is necessary or appropriate 

in the public interest, and is consistent 

with the protection of investors.’’ 3

Under Rule 608(e) of Regulation NMS, 

the Commission may ‘‘exempt from 

[Rule 608], either unconditionally or on 

specified terms and conditions, any selfregulatory organization, member 

thereof, or specified security, if the 

Commission determines that such 

exemption is consistent with the public 

interest, the protection of investors, the 

maintenance of fair and orderly markets 

and the removal of impediments to, and 

perfection of the mechanism of, a 

national market system.’’ 4

For the reasons set forth below, this 

Order grants the Participants temporary 

conditional exemptive relief from 

certain requirements of the CAT NMS 

Plan, until the dates specified below. 

The Commission is granting temporary 

conditional exemptive relief from 

certain CAT NMS Plan requirements in 

order to allow Participants more time to 

meet such requirements and to allow 

Participants to prioritize and focus 

resources on implementation of other 

outstanding CAT NMS Plan 

requirements. 

II. Discussion and Exemptive Relief 

Participants and Industry Members 

have devoted and continue to expend 

substantial resources and efforts in the 

ongoing development of the CAT. The 

Commission believes that granting the 

temporary exemptive relief until July 

31, 2023,5 except where otherwise noted 

below, would provide Participants the 

time to develop the necessary 

technological, system or procedural 

changes to meet the CAT NMS Plan 

requirements discussed below. The 

Commission believes that granting 

temporary conditional exemptive relief 

from specific CAT NMS Plan 

requirements as discussed below is, 

pursuant to Section 36 of the Exchange 

Act, appropriate in the public interest 

and consistent with the protection of 

investors, and that pursuant to Rule 

608(e), this exemptive relief is 

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. 

In addition to the conditions specific 

to the exemptive relief described below, 

the Commission is granting the 

exemptive relief described herein 

conditioned on the Participants 

providing information in Quarterly 

Progress Reports 6 regarding the progress 

towards meeting these CAT NMS Plan 

requirements. Section 6.6(c)(ii)(B) of the 

CAT NMS Plan requires that for each 

‘‘milestone’’ still in progress at the end 

of a given calendar quarter, the 

Participants must submit, among other 

things, a description of ‘‘any other 

factual indicators that demonstrate the 

current level of completion with respect 

to the milestone.’’ As a condition of the 

exemptive relief granted in this Order, 

the Participants are required to include 

a description of specific factual 

indicators that demonstrate the current 

level of completion with respect to the 

‘‘Full Implementation of CAT NMS Plan 

Requirements’’ milestone 7 within the 

Quarterly Progress Reports required by 

the CAT NMS Plan. These factual 

indicators, as they apply to each CAT 

NMS Plan requirement, are discussed in 

greater detail below. 

A. Timeframes for Lifecycle Linkages 

The CAT NMS Plan requires specific 

timeframes for the identification, 

communication and correction of errors 

from the time an order event is received 

by the processor, including, by Noon 

Eastern Time T+1 (transaction date + 

one day), ‘‘[i]nitial data validation, 

lifecycle linkages and communication of 

errors to CAT Reporters.’’ 8 This means 

that by 12pm EST the day after a 

transaction, the Plan Processor must 

have completed initial data validation, 

made lifecycle linkages (i.e., completed 

processing and linkage of the initial 

transaction data) and communicated 

errors to CAT Reporters. However, the 

Commission understands that the Plan 

Processor is currently unable to 

establish lifecycle linkages by the noon 

EST T+1 deadline as required by the 

CAT NMS Plan, but the Plan Processor 

does have the ability to provide an 

interim CAT Order ID and lifecycle 

linkages by 9 p.m. EST T+1. To allow 


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Federal Register / Vol. 85, No. 246 / Tuesday, December 22, 2020 / Notices 83635 

9See, e.g., CAT NMS Plan, supra note 1, at 

Section 3 of Appendix D. Pursuant to Section 6.1 

of Appendix D, the Plan Processor is required to 

made available corrected data to Participant 

regulatory staff and the SEC at 8:00 a.m. EST five 

days after a transaction date. 

10Section 3 of Appendix D of the CAT NMS Plan 

requires that ‘‘[a]ll CAT Data reported to the Central 

Repository must be processed and assembled to 

create the complete lifecycle of each Reportable 

Event,’’ and ‘‘CAT Data’’ explicitly includes ‘‘SIP 

Data.’’ 

11See CAT NMS Plan at Section 1.1. 

12See CAT NMS Plan at Sections 1.1 and 

6.4(d)(i), (ii), (iii), and (iv). 

13CAT NMS FAQ (D34) regarding the 

requirement to report material terms of an order 

that are communicated via default or implicit 

handling instructions states that generally, the party 

who ‘‘applies’’ the default or implicit handling 

instruction to the order is required to report any 

material terms in that instruction to CAT. See CAT 

NMS FAQ D34, available at: https://

www.catnmsplan.com/faq. 

the Participants more time to make the 

technological changes necessary to meet 

the requirements of Section 6.1 of 

Appendix D, the Commission believes it 

is appropriate to grant temporary 

exemptive relief, until July 31, 2023, 

from the requirement that the 

Participants make lifecycle linkages of 

transaction data available by noon EST 

T+1. This relief is conditioned on the 

Participants providing an interim CAT 

Order ID and lifecycle linkages by 9 

p.m. EST T+1. Furthermore, as a 

condition of this relief, and for purposes 

of the Quarterly Progress Reports, 

factual indicators that demonstrate the 

current level of completion with respect 

to this CAT NMS Plan requirement must 

include a description of any 

improvements to the time by which the 

Plan Processor is capable of providing 

an interim CAT Order ID and lifecycle 

linkages. The Commission believes that 

this condition would allow the 

Commission to monitor the progress 

made towards meeting this CAT NMS 

Plan requirement prior to the expiration 

of the exemptive relief. 

B. Re-Processing of Corrections Received 

After T+5 

Section 3 of Appendix D of the CAT 

NMS Plan requires that all CAT Data 

reported to the Central Repository must 

be processed and assembled to create 

the complete lifecycle of each 

Reportable Event.9 Furthermore, Section 

6.2 of Appendix D of the CAT NMS Plan 

states that if corrections are received 

after T+5 (transaction date + 5 days), 

Participants’ regulatory staff and the 

SEC must be notified and informed as 

to how re-processing will be completed. 

The Commission understands that the 

Participants believe that re-processing 

data for corrections made after T+5 

could negatively impact current 

development timelines and thus impede 

regulatory use of CAT Data, and that 

Section 3 of Appendix D does not 

require the re-processing of all data 

corrections made after T+5, but that the 

Participants do plan to establish 

procedures to identify when and how 

such data will be re-processed. 

However, under the CAT NMS Plan, 

corrections received after T+5 are 

required to be re-processed, with the 

Participants’ regulatory staff and SEC 

notified and informed as to how reprocessing will be completed; it does 

not provide that re-processing is 

optional. To provide the Participants 

time to develop the changes necessary 

to handle the re-processing of all 

corrections received after T+5, the 

Commission believes it is appropriate to 

grant temporary exemptive relief, until 

July 31, 2021, from the requirement in 

Section 3 and Section 6.2 of Appendix 

D of the CAT NMS Plan that the 

Participants process and assemble the 

complete lifecycle for corrected 

Reportable Events received by the Plan 

Processor after T+5. As a condition of 

this relief, and for purposes of the 

Quarterly Progress Reports, factual 

indicators that demonstrate the current 

level of completion with respect to this 

CAT NMS Plan requirement must 

include a description of progress made 

with respect to the re-processing of all 

corrections received after T+5 prior to 

the expiration of the exemptive relief on 

July 31, 2021. The Commission believes 

that this condition would allow the 

Commission to monitor the progress 

made towards meeting this CAT NMS 

Plan requirement prior to the expiration 

of the exemptive relief. 

C. Linkage of Participant Data and 

Industry Member Data With SIP Data 

Section 6.5(b)(i) of the CAT NMS Plan 

requires, among other things, that the 

CAT Data and data from the Securities 

Information Processor (the ‘‘SIP’’) that is 

collected by the Central Repository 

(‘‘SIP Data’’) when available to the 

Participant regulatory staff and the SEC 

‘‘shall be linked,’’ such that the 

Participant and Industry Member Data 

(‘‘Transaction Data’’) collected by CAT 

and the SIP Data collected by CAT are 

part of the lifecycle of a single Order.10

However, the Commission understands 

that the CAT Plan Processor is unable to 

‘‘link’’ Participant Data and Industry 

Member Data with SIP Data as required 

by Section 6.5(b)(i) of the CAT NMS 

Plan. Rather, the Commission 

understands that the CAT Plan 

Processor is only able to provide a 

regulatory user a side-by-side view of— 

instead of a linkage between—both the 

transactional data in CAT and SIP Data 

through an online targeted query tool or 

a user-defined direct query. 

In order to provide Participants more 

time to develop the changes necessary 

to meet the requirements of Section 

6.5(b)(i), the Commission believes it is 

appropriate to, until July 31, 2023, grant 

a temporary exemption to the 

Participants from the requirement in 

Section 6.5(b)(i) of the CAT NMS Plan 

that requires the information collected 

by the Central Repository pursuant to 

paragraphs (c)(7) and (e)(7) of SEC Rule 

613 to be provided to regulators in a 

linked manner, insofar as this provision 

applies to linking Participant Data and 

Industry Member Data with SIP Data as 

required by Section 6.5(b)(i). As a 

condition of this relief, and for purposes 

of the Quarterly Progress Reports, 

factual indicators that demonstrate the 

current level of completion with respect 

to this CAT NMS Plan requirement must 

include the release of updated 

specifications and/or scenarios 

documents relating to the linkage of 

Participant Data and Industry Member 

Data with SIP Data, such that SIP Data 

is incorporated in the lifecycle of an 

order. The Commission believes that 

this condition would allow the 

Commission to monitor the progress 

made towards meeting this CAT NMS 

Plan requirement prior to the expiration 

of the exemptive relief. 

D. Reporting of Port-Level Settings 

Applicable to Orders 

Port-level settings are special 

handling instructions associated with a 

port connection to another Industry 

Member or Participant and are used by 

Industry Members and Participants to 

instruct how to handle an Order (e.g., 

certain routing instructions) that are 

sent through that port connection. The 

CAT NMS Plan requires Industry 

Members to report the ‘‘Material Terms 

of an Order,’’ including ‘‘any special 

handling instructions’’ 11 to the Central 

Repository for certain events in an 

Order’s lifecycle.12 The Commission 

believes that the CAT NMS Plan’s 

requirement to report ‘‘Material Terms 

of an Order’’ including ‘‘any special 

handling instructions’’ requires the 

reporting of port-level settings because 

port-level settings provide instructions 

on how orders should be handled.13 Put 

another way, port-level settings are 

special handling instructions, and 

therefore these settings must be 

reported, consistent with the two-sided 

reporting obligations of CAT, by both 

the sender and receiver. For example, an 

instruction that prevents an order from 

trading with another order from the 

same broker-dealer (self-trade match 


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83636 Federal Register / Vol. 85, No. 246 / Tuesday, December 22, 2020 / Notices 

14See CAT NMS Plan at Section 3, Appendix D. 

A representative order is an order originated in a 

firm owned or controlled account, including 

principal, agency average price and omnibus 

accounts, by an Industry Member for the purpose 

of working one or more customer or client orders. 

See Securities Exchange Act Release No. 88702 

(April 20, 2020), 85 FR 23075, 23076 n.26 (April 24, 

2020) (‘‘Phased Industry Member Reporting 

Order’’). 

15See Industry Member Specifications, FINRA 

CAT, available at: https://www.catnmsplan.com/ 

specifications/im. 

16 In the Phased Industry Member Reporting 

Order, see supra note 14, the Commission granted 

exemptive relief from requirements in Sections 6.4, 

6.7(a)(v) and 6.7(a)(vi) of the CAT NMS Plan related 

to Industry Member reporting of Industry Member 

Data to the Central Repository. 

17As a condition to the exemptive relief granted 

in the Phased Industry Member Reporting Order, 

the Participants represented that the full scope of 

CAT Data will be required to be reported to the CAT 

when Phase 2e has been implemented (by July 11, 

2022), subject to any applicable exemptive relief or 

amendments to the CAT NMS Plan. See id. at 

23076, 23079, 23080, 23081, 23083. 

18See CAT NMS Plan at Appendix D, Section 3. 

19The Commission understands that Industry 

Member Specifications accommodates the reporting 

of rejected orders through ‘‘New Order Event’’ 

reporting, and that if an Industry Member receives 

an order, the Industry Member must report the 

receipt of the order and time of order receipt. See 

FINRA CAT, Industry Member Specifications, 

available at: https://www.catnmsplan.com/ 

specifications/im; FINRA CAT, FAQ D3, available 

at: https://www.catnmsplan.com/faq. 

prevention) is reportable as a special 

handling instruction even if the 

exchange does not need to apply the 

instruction because there is not another 

order from the same broker-dealer that 

would trade with the incoming order. 

The Commission understands, 

however, that Participants and/or 

Industry Members would have to make 

technological changes to ensure the 

accurate and reliable reporting of portlevel settings, and therefore, the 

Commission believes it is appropriate 

to, until July 31, 2023, exempt the 

Participants from requiring that both the 

CAT Reporter sending an Order and the 

CAT Reporter receiving an Order report 

port-level settings as part of the Material 

Terms of an Order. In order to monitor 

the Participants’ progress on compliance 

with the CAT NMS Plan’s reporting 

requirements, this exemptive relief is 

conditioned on the Participants 

engaging both the Commission and 

Industry Members on a plan to address 

the reporting of port-level settings on an 

exchange-by-exchange basis. 

Furthermore, as a condition of this 

relief, and for purposes of the Quarterly 

Progress Reports, factual indicators 

must include the release of updated 

specifications and/or scenarios 

documents relating to the reporting of 

port-level settings by both the sender 

and receiver of an Order as a special 

handling instruction to demonstrate the 

current level of completion with respect 

to the CAT NMS Plan requirement that 

special handling instructions, including 

port-level settings, be reported as 

Material Terms of an Order. The 

Commission believes that these 

conditions would allow the Commission 

to monitor the progress made towards 

meeting this CAT NMS Plan 

requirement prior to the expiration of 

the exemptive relief. 

E. Lifecycle Linkage Between Customer 

Orders and ‘‘Representative’’ Orders 

The CAT NMS Plan requires that the 

Plan Processor must be able to link all 

related order events from all CAT 

Reporters involved in the lifecycle of an 

order, and this requirement applies to, 

among other things, ‘‘representative’’ 

orders. Specifically, the CAT NMS Plan 

states that the Central Repository must 

be able to create the lifecycle between 

customer orders to ‘‘representative’’ 

orders created in firm accounts for the 

purpose of facilitating a customer order 

(e.g., linking a customer order handled 

on a riskless principal basis to the 

street-side proprietary order).14 The 

Commission understands that the 

Participants do not currently have the 

ability to create lifecycles in certain 

representative order scenarios, 

particularly because of the difficulty of 

linking representative orders for 

Industry Members with separate order 

management systems and execution 

management systems that do not 

currently have a systematic or direct 

link between them.15 While the 

Commission has granted exemptive 

relief relating to the timing of CAT NMS 

Plan reporting requirements for Industry 

Members,16 including the phased 

reporting of representative orders, the 

exemptive relief that was granted relates 

solely to the timing and phasing of 

reporting and not the substantive 

requirements of the CAT NMS Plan.17

In order to allow time for Participants 

and Industry Members to develop the 

capability of meeting CAT NMS Plan 

requirements relating to representative 

orders, the Commission believes it is 

appropriate to grant temporary 

exemptive relief, until July 31, 2023, 

from the CAT NMS Plan requirement 

that the Plan Processor create the 

lifecycle between customer orders to 

‘‘representative’’ orders created in firm 

accounts for the purpose of facilitating 

a customer order, conditioned on the 

Participants continuing to require 

Industry Member reporting of 

representative orders as described in the 

Phased Industry Member Reporting 

Order. The Commission believes that 

granting relief until July 31, 2023 is 

appropriate because this would provide 

Participants the time necessary to 

determine how all representative orders 

are to be reported to CAT and time for 

Industry Members to make any changes 

necessary to report all representative 

orders. As a condition of this relief, and 

for purposes of the Quarterly Progress 

Reports, factual indicators that 

demonstrate the current level of 

completion with respect to this CAT 

NMS Plan requirement must include a 

description of progress made regarding 

the release of updated specifications 

and/or scenarios documents relating to 

the reporting of all representative 

orders. The Commission believes that 

this condition would allow the 

Commission to monitor the progress 

made towards meeting this CAT NMS 

Plan requirement prior to the expiration 

of the exemptive relief. 

F. Participant Reporting of Rejected 

Orders 

The CAT NMS Plan requires 

Participants to record and report to the 

Central Repository the receipt of an 

order and the time at which the order 

is received pursuant to Section 6.3(d) of 

the CAT NMS Plan. This requirement 

applies to when an order is received, 

which means that an order that a 

Participant receives, but then rejects 

(‘‘rejected orders’’) is a CAT Reportable 

event, and that the receipt of that order 

and the time at which that order was 

received also must be reported, 

pursuant to Section 6.3(d). Additionally, 

similar to all other CAT Data, rejected 

orders that are reported to the Central 

Repository must be processed and 

assembled to create the complete 

lifecycle of each Reportable Event.18

However, the Commission understands 

that the Participants are currently only 

able to report some but not all rejected 

orders, as required by Section 6.3(d). 

In order to provide Participants more 

time to develop the changes necessary 

to meet the requirements of Section 

6.3(d) of the CAT NMS Plan as they 

relate to rejected orders, the 

Commission believes it is appropriate 

to, until December 13, 2021, grant a 

temporary exemption to the Participants 

from the requirement in Section 6.3(d) 

of the CAT NMS Plan that requires the 

Participants to report rejected orders.19

As a condition to this relief, and for 

purposes of the Quarterly Progress 

Reports, factual indicators that 

demonstrate the current level of 

completion with respect to this CAT 

NMS Plan requirement must include a 

description of any updates to 

specifications and/or scenarios 

documents relating to the capture and 


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Federal Register / Vol. 85, No. 246 / Tuesday, December 22, 2020 / Notices 83637 

20 15 U.S.C. 78mm(a)(1). 

21 17 CFR 242.608(e). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3As defined in Rule 14.11(m)(3)(A), the term 

‘‘Tracking Fund Share’’ means a security that: (i) 

Represents an interest in an investment company 

(‘‘Investment Company’’) registered under the 

Investment Company Act of 1940 (the ‘‘1940 Act’’) 

organized as an open-end management investment 

company, that invests in a portfolio of securities 

selected by the Investment Company’s investment 

adviser consistent with the Investment Company’s 

investment objectives and policies; (ii) is issued in 

a specified aggregate minimum number in return for 

a deposit of a specified Tracking Basket and/or a 

cash amount with a value equal to the next 

determined Net Asset Value (‘‘NAV’’); (iii) when 

aggregated in the same specified minimum number, 

may be redeemed at a holder’s request, which 

holder will be paid a specified Tracking Basket and/ 

or a cash amount with a value equal to the next 

determined NAV; and (iv) the portfolio holdings for 

which are disclosed within at least 60 days 

following the end of every fiscal quarter. 

4Rule 14.11(m) was approved along with the 

listing and trading of three series of Tracking Fund 

Shares by the Commission on May 15, 2020. See 

Securities Exchange Act Release No. 88887 (May 

15, 2020), 85 FR 30990 (May 21, 2020) (the 

‘‘Tracking Fund Shares Approval Order’’). 

5As defined in Rule 14.11(m)(3)(A), the term 

‘‘Tracking Fund Share’’ means a security that: (i) 

Represents an interest in an investment company 

(‘‘Investment Company’’) registered under the 

Investment Company Act of 1940 (the ‘‘1940 Act’’) 

organized as an open-end management investment 

company, that invests in a portfolio of securities 

selected by the Investment Company’s investment 

adviser consistent with the Investment Company’s 

investment objectives and policies; (ii) is issued in 

a specified aggregate minimum number in return for 

a deposit of a specified Tracking Basket and/or a 

cash amount with a value equal to the next 

determined Net Asset Value (‘‘NAV’’); (iii) when 

aggregated in the same specified minimum number, 

may be redeemed at a holder’s request, which 

holder will be paid a specified Tracking Basket and/ 

or a cash amount with a value equal to the next 

determined NAV; and (iv) the portfolio holdings for 

which are disclosed within at least 60 days 

following the end of every fiscal quarter. 

reporting of rejected orders. The 

Commission believes that this condition 

would allow the Commission to monitor 

the progress made towards meeting this 

CAT NMS Plan requirement prior to the 

expiration of the exemptive relief. 

III. Conclusion 

For the reasons discussed above, the 

Commission believes that granting 

temporary exemptive relief, pursuant to 

Section 36 of the Exchange Act, is 

appropriate in the public interest and 

consistent with the protection of 

investors, and that pursuant to Rule 

608(e), granting temporary exemptive 

relief is 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. 

Accordingly, it is hereby ordered, 

pursuant to Section 36(a)(1) of the 

Exchange Act,20 and Rule 608(e) of the 

Exchange Act 21 that the Participants are 

granted an exemption, from: (1) The 

requirement in Section 6.1 of Appendix 

D of the CAT NMS Plan that requires 

Participants to make lifecycle linkages 

of transaction data available by noon 

EST T+1, until July 31, 2023; (2) the 

requirement in Sections 3 and 6.2 of 

Appendix D of the CAT NMS Plan that 

the Participants process and assemble 

the complete lifecycle for corrected 

Reportable Events received by the Plan 

Processor made after T+5, until July 31, 

2021; (3) the requirement in Section 

6(b)(i) of the CAT NMS Plan that 

requires the Participants to ensure that 

information collected pursuant to 

paragraphs (c)(7) and (e)(7) of SEC Rule 

613 shall be linked when made 

available to the Participant regulatory 

staff and the SEC, until July 31, 2023; (4) 

the requirement in Sections 6.3(d)(i)(F), 

(ii)(G), (iii)(F), (iv)(E) and 6.4(d)(i) of the 

CAT NMS Plan that the Participants 

report, and amend their Compliance 

Rules to require Industry Members 

report the Material Terms of an Order 

that are communicated in port-level 

settings or instructions, until July 31, 

2023; (5) the requirement in Section 3, 

Appendix D of the CAT NMS Plan that 

the Participants create the lifecycle 

between customer orders to 

representative orders created in firm 

accounts for the purpose of facilitating 

a customer order, until July 31, 2023, 

and (6) the requirement in Section 

6.3(d) of the CAT NMS Plan that 

requires Participants to report rejected 

orders, until December 13, 2021, subject 

to the conditions described above. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28146 Filed 12–21–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90684; File No. SR– 

CboeBZX–2020–091] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To List and 

Trade Shares of the Invesco Focused 

Discovery Growth ETF and the Invesco 

Select Growth ETF, Each a Series of 

the Invesco Actively Managed 

Exchange-Traded Fund Trust, Under 

Rule 14.11(m) (Tracking Fund Shares) 

December 16, 2020. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

14, 2020, Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the Invesco Focused 

Discovery Growth ETF and the Invesco 

Select Growth ETF pursuant to Rule 

14.11(m), Tracking Fund Shares,3 which 

are securities issued by an actively 

managed open-end management 

investment company.4 The Exchange is 

submitting this proposal as required by 

Rule 14.11(m)(2)(A), which provides 

that the Exchange must file separate 

proposals under Section 19(b) of the Act 

before listing and trading of a series of 

Tracking Fund Shares. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/bzx/), at 

the Exchange’s Office of the Secretary, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade shares of the Invesco Focused 

Discovery Growth ETF and the Invesco 

Select Growth ETF pursuant to Rule 

14.11(m), Tracking Fund Shares,5 which 

are securities issued by an actively 

managed open-end management 


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