[Federal Register Volume 89, Number 175 (Tuesday, September 10, 2024)]
[Notices]
[Pages 73457-73463]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-20323]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100920; File No. SR-FINRA-2024-012]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Adopt FINRA Rule 6897(b) (CAT Cost Recovery 
Fees) Related to Reasonably Budgeted Costs of the National Market 
System Plan Governing the Consolidated Audit Trail for the Period From 
July 16, 2024 Through December 31, 2024

September 4, 2024.
    Pursuant to Section 19(b)(1) under the Securities Exchange Act of 
1934 (the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby 
given that on August 26, 2024, the Financial Industry Regulatory 
Authority, Inc. (``FINRA'') filed with the Securities and Exchange 
Commission (``SEC'' or ``Commission'') the proposed rule change as 
described in Items I and II below, which Items have been prepared by 
FINRA. FINRA has designated the proposed rule change as ``establishing 
or changing a due, fee or other charge'' under Section 19(b)(3)(A)(ii) 
of the Act \3\ and Rule 19b-4(f)(2) thereunder,\4\ which renders the 
proposal effective upon receipt of this filing by the Commission. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to adopt FINRA Rule 6897(b) (CAT Cost Recovery 
Fees) to implement a Consolidated Audit Trail (``CAT'') cost recovery 
fee designed to permit FINRA substantially to recoup its designated 
portion of the reasonably budgeted CAT costs of the National Market 
System Plan Governing the Consolidated Audit Trail (the ``CAT NMS 
Plan'' or ``Plan'') for the period of July 16, 2024 through December 
31, 2024.\5\
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    \5\ Pursuant to Section 11.3(a) of the CAT NMS Plan, FINRA filed 
a separate proposed rule change to establish fees assessed to 
Industry Members, payable to Consolidated Audit Trail, LLC, related 
to reasonably budgeted CAT costs for the period of July 16, 2024 
through December 31, 2024. See File No. SR-FINRA-2024-011. Unless 
otherwise specified, capitalized terms used in this rule filing are 
defined as set forth in the CAT NMS Plan and FINRA Rule 6800 Series 
(Consolidated Audit Trail Compliance Rule).
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    The text of the proposed rule change is available on FINRA's 
website at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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
Background
    On July 11, 2012, the Commission adopted Rule 613 of Regulation 
NMS, which required the self-regulatory organizations to submit a 
national market system (``NMS'') plan to create, implement and maintain 
a consolidated audit trail that would capture customer and order event 
information for orders in NMS securities across all markets, from the 
time of order inception through routing, cancellation, modification, or 
execution.\6\ On November 15, 2016, the Commission approved the CAT NMS 
Plan.\7\ Under the CAT NMS Plan, the Operating Committee has the 
discretion to establish funding for Consolidated Audit Trail, LLC 
(``CAT LLC'') to operate the CAT, including establishing fees for 
Industry Members to be assessed by CAT LLC that would be implemented on 
behalf of CAT LLC by the Participants.\8\ The Operating Committee 
adopted a revised funding model to fund the CAT (``CAT Funding Model'') 
and, on September 6, 2023, the Commission approved the CAT Funding 
Model, after concluding that the model was reasonable and that it 
satisfied the requirements of Section 11A of the Exchange Act and Rule 
608 thereunder.\9\
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    \6\ See Securities Exchange Act Release No. 67457 (July 18, 
2012), 77 FR 45722 (August 1, 2012).
    \7\ See Securities Exchange Act Release No. 79318 (November 15, 
2016), 81 FR 84696 (November 23, 2016) (``CAT NMS Plan Approval 
Order'').
    \8\ See Section 11.1(b) of the CAT NMS Plan.
    \9\ See Securities Exchange Act Release No. 98290 (September 6, 
2023), 88 FR 62628 (September 12, 2023) (``CAT Funding Model 
Approval Order'').
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    The CAT Funding Model provides a framework for the recovery of the 
costs to create, develop, and maintain the CAT, including providing a 
method for allocating costs to fund the CAT among Participants and 
Industry Members. The CAT Funding Model establishes two categories of 
fees: (1) CAT fees assessed by CAT LLC and payable by certain Industry 
Members to recover a portion of historical CAT costs previously paid by 
the Participants; \10\ and (2) CAT fees assessed by CAT LLC and payable 
by Participants and Industry Members to fund Prospective CAT Costs, 
i.e., costs not previously paid by the Participants.\11\
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    \10\ See Section 11.3(b) of the CAT NMS Plan.
    \11\ See Section 11.3(a) of the CAT NMS Plan.
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    With respect to CAT fees implemented to fund Prospective CAT Costs, 
to date, the CAT Operating Committee has established CAT Fee 2024-1 to 
implement fees payable by Industry Members regarding reasonably 
budgeted Prospective CAT Costs for the period July 16, 2024 through 
December 31, 2024 (``Budgeted CAT Costs 2024-1'').\12\ Consistent with 
the Plan, the Operating Committee has also established fees payable to 
CAT LLC by the Participants to collect the Participants' designated 
portion of Budgeted CAT Costs 2024-1.\13\

[[Page 73458]]

Participants would only be required to pay such fees once CAT Fee 2024-
1 is in effect with regard to Industry Members in accordance with 
Section 19(b) of the Exchange Act.\14\
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    \12\ As detailed in File No. SR-FINRA-2024-011, Budgeted CAT 
Costs 2024-1 would be $138,476,925. Industry Members would be 
collectively responsible for two-thirds of those costs or 
$92,317,950, and Participants would be collectively responsible for 
one-third or $46,158,975. See also Sections 11.3(a)(ii)(A) and 
11.3(a)(iii)(A) of the CAT NMS Plan.
    \13\ See Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan; 
see also CAT Funding Model Approval Order, 88 FR 62628, 62660 (``The 
CAT Fees charged to Participants would be implemented through an 
approval of the CAT Fees by the Operating Committee and not through 
a plan amendment submitted each time the Fee Rate changes, while CAT 
Fees charged to Industry Members may only become effective in 
accordance with the requirements of Section 19(b) of the Exchange 
Act.'').
    \14\ See Section 11.3(a)(ii)(B) of the CAT NMS Plan; see also 
CAT Funding Model Approval Order, 88 FR 62628, 62660 (``The 
Commission also believes it is reasonable that proposed Section 
11.3(a)(ii)(B) provides that the Participants would be required to 
pay CAT Fees only when Industry Members are required to pay CAT 
Fees.'').
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    In light of the filing of File No. SR-FINRA-2024-011, which 
implements CAT Fee 2024-1 with regard to Industry Members, FINRA is 
filing the instant proposed rule change to establish a fee that would 
allow FINRA substantially to recover the monthly fees it is required to 
pay to CAT LLC towards Budgeted CAT Costs 2024-1 (``Prospective CAT 
Cost Recovery Fee 2024-1''). In the Approval Order, the Commission 
acknowledged that ``the Exchange Act expressly contemplates the ability 
of the Participants to recoup their costs to fulfill their statutory 
obligations under the Exchange Act.'' \15\ The Commission also noted 
FINRA's statement ``that it would file a rule change to increase its 
member fees with the filing of any proposed rule change to effectuate 
the Funding Model.'' \16\ Given the approval of the CAT Funding Model 
and FINRA's proposed rule change to establish CAT Fee 2024-1 to 
effectuate the CAT Funding Model,\17\ FINRA is submitting this filing 
to implement Prospective CAT Cost Recovery Fee 2024-1.\18\
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    \15\ CAT Funding Model Approval Order, 88 FR 62628, 62636-37.
    \16\ FINRA has consistently made clear its intention to file a 
rule change to implement member CAT fees simultaneous with the 
filing of any proposed rule change to effectuate the CAT Funding 
Model. See Letter from Marcia E. Asquith, Corporate Secretary, EVP, 
Board and External Relations, FINRA, to Vanessa Countryman, 
Secretary, Commission, dated April 11, 2023 (``FINRA April 2023 
Letter'') at 7 (``If the Funding Model is approved by the 
Commission, FINRA intends to file a rule change to increase member 
fees simultaneous with the filing of any proposed rule change to 
effectuate the Funding Model.''); see also Letter from Marcia E. 
Asquith, Corporate Secretary, EVP, Board and External Relations, 
FINRA, to Vanessa Countryman, Secretary, Commission, dated June 22, 
2022 (``FINRA June 2022 Letter'') at 6 (``[G]iven FINRA's unique 
nature, FINRA necessarily must seek recovery in turn for the costs 
it is allocated.''). FINRA also requested that, if the Commission 
were to approve the CAT Funding Model, it acknowledge ``FINRA's need 
and ability to cover CAT costs that are not recovered through 
contractual arrangements through member fee increases, so as not to 
jeopardize FINRA's ability to carry out its critical regulatory 
mission.'' See CAT Funding Model Approval Order, 88 FR 62628, 62645.
    \17\ See File No. SR-FINRA-2024-011.
    \18\ The CAT NMS Plan states that ``[n]o Participant will make a 
filing with the SEC pursuant to Section 19(b) of the Exchange Act 
regarding any CAT Fee related to Prospective CAT Costs until the 
Financial Accountability Milestone related to Period 4 described in 
Section 11.6 has been satisfied.'' See Section 11.3(a)(iii)(C) of 
the CAT NMS Plan. As discussed in File No. SR-FINRA-2024-011, the 
substantive requirements of the Financial Accountability Milestones 
related to Period 4 have been satisfied, as the CAT has completed 
the requirements for the Full Implementation of CAT NMS Plan 
Requirements. Under Section 1.1 of the CAT NMS Plan, this Financial 
Accountability Milestone is considered complete as of the date 
identified in the Participants' Quarterly Progress Reports. As 
indicated by the Participants' Quarterly Progress Report for the 
second and third quarter of 2024, Full Implementation of CAT NMS 
Plan Requirements was completed on July 15, 2024. See CAT Q2 & Q3 
2024 Quarterly Progress Report (July 29, 2024), https://www.catnmsplan.com/sites/default/files/2024-07/CAT_Q2-and-Q3-2024-QPR.pdf.
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FINRA's Designated Portion of Budgeted CAT Costs 2024-1
    As discussed in File No. SR-FINRA-2024-011, the Operating Committee 
has established CAT Fee 2024-1, payable to CAT LLC by Industry Members, 
to contribute toward the recovery of two-thirds of the $138,476,925 in 
Budgeted CAT Costs 2024-1 over the July 16, 2024 through December 31, 
2024 period.\19\ The Operating Committee further determined that the 
fee rate for CAT Fee 2024-1 is $0.0001043598251997246 per executed 
equivalent share,\20\ and, under the CAT Funding Model, each of the CAT 
Executing Broker for the Buyer (``CEBB''), the CAT Executing Broker for 
the Seller (``CEBS''), and the relevant Participant for a given 
transaction in an Eligible Security would be responsible for one-third 
of that rate, or $0.000035 per executed equivalent share.\21\ 
Consequently, CEBBs collectively, CEBSs collectively, and the 
Participants collectively will each be responsible for $46,158,975, 
which is one-third of Budged CAT Costs 2024-1 during the September 1, 
2024 through December 31, 2024 CAT Fee 2024-1 period.\22\
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    \19\ Consistent with Section 11.3(a)(iii)(B) of the CAT NMS 
Plan, Budgeted CAT Costs 2024-1 include reasonably budgeted (1) 
technology line items (including cloud hosting services, operating 
fees, CAIS operating fees, change request fees, and capitalized 
developed technology costs), (2) legal fees, (3) consulting fees, 
(4) insurance, (5) professional and administration expenses, (6) 
public relations costs, and (7) a reserve. A detailed description 
(including the amounts) of all such costs budgeted during the July 
16, 2024 through December 31, 2024 period is provided in File No. 
SR-FINRA-2024-011.
    \20\ In approving the CAT Funding Model, the Commission 
concluded that ``the use of executed equivalent share volume as the 
basis of the proposed cost allocation methodology is reasonable and 
consistent with the approach taken by the funding principles of the 
CAT NMS Plan.'' See CAT Funding Model Approval Order, 88 FR 62628, 
62640. Under the CAT NMS Plan, executed equivalent shares in a 
transaction in Eligible Securities are reasonably counted as 
follows: (1) each executed share for a transaction in NMS Stocks 
will be counted as one executed equivalent share; (2) each executed 
contract for a transaction in Listed Options will be counted based 
on the multiplier applicable to the specific Listed Options (i.e., 
100 executed equivalent shares or such other applicable multiplier); 
and (3) each executed share for a transaction in OTC Equity 
Securities shall be counted as 0.01 executed equivalent share. See 
Section 11.3(a)(i)(B) and 11.3(b)(i)(B) of the CAT NMS Plan.
    \21\ Dividing $0.0001043598251997246 by three and rounding to 
six decimal places equals $0.000035.
    \22\ See File No. SR-FINRA-2024-011.
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    For the twelve months from June 1, 2023 through May 31, 2024, the 
average monthly executed equivalent share volume in Eligible Securities 
where FINRA was the relevant Participant (i.e., off-exchange 
transactions) was approximately 104.7 billion shares. Assuming similar 
monthly executed equivalent share volume for off-exchange transactions 
in Eligible Securities for the period of September 1, 2024 through 
December 31, 2024, FINRA would be responsible for paying approximately 
$3.7 million per month and approximately $14.7 million in total to CAT 
LLC toward the Participants' $46,158,975 designated portion of Budgeted 
CAT Costs 2024-1 (or approximately 31.8% of the total).
    FINRA's recovery of its designated portion of Budgeted CAT Costs 
2024-1 is reasonable and consistent with the Exchange Act. As discussed 
herein and in File No. SR-FINRA-2024-011, Budgeted CAT Costs 2024-1 are 
reasonable, appropriate and necessary for the creation, implementation, 
and maintenance of the CAT. And the portion of Budgeted CAT Costs 2024-
1 designated to FINRA has been established under the SEC-approved CAT 
Funding Model. As stated by FINRA and permitted under the Exchange Act, 
FINRA will seek to recover its designated portion of the Participants' 
share of CAT costs to ensure that FINRA can fulfill its regulatory 
mandate and responsibilities.\23\
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    \23\ See supra note 16.
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Prospective CAT Cost Recovery Fee 2024-1
    FINRA is proposing to adopt Rule 6897(b) (CAT Cost Recovery Fees) 
to implement Prospective CAT Cost Recovery Fee 2024-1 to allow FINRA 
substantially to recover its designated portion of Budgeted CAT Costs 
2024-1.\24\ FINRA intends that the fee

[[Page 73459]]

framework for the Prospective CAT Cost Recovery Fee 2024-1 would 
generally correspond to the framework put in place by CAT LLC with 
respect to CAT Fee 2024-1, as provided for in File No. SR-FINRA-2024-
011, as further discussed below. FINRA also intends that the timing and 
commencement of payment for Prospective CAT Cost Recovery Fee 2024-1 
would correspond with that established by CAT LLC with respect to CAT 
Fee 2024-1, as provided for in File No. SR-FINRA-2024-011. Thus, as 
with CAT Fee 2024-1, FINRA proposes that each member CAT Executing 
Broker shall receive its first invoice for Prospective CAT Cost 
Recovery Fee 2024-1 in October 2024, setting forth fees calculated 
based on September 2024 transactions in Eligible Securities executed 
otherwise than on an exchange, as reflected in CAT Data.
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    \24\ In approving the CAT Funding Model, the Commission noted 
that it ``believe[d] that FINRA's allocation of CAT fees likely will 
be passed through to Industry Members.'' See CAT Funding Model 
Approval Order, 88 FR 62628, 62684.
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    The following fields of the Participant Technical Specifications 
indicate the CAT Executing Brokers for transactions executed otherwise 
than on an exchange.\25\
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    \25\ As per Section 1.1 of the Plan, for a transaction in an 
Eligible Security executed otherwise than on an exchange and 
required to be reported to an equity trade reporting facility of a 
registered national securities association, i.e., one of FINRA's 
Trade Reporting Facilities (each a ``TRF''), OTC Reporting Facility 
(``ORF'') or Alternative Display Facility (``ADF''), the CEBB and 
CEBS are the Industry Members identified as the executing broker and 
the contra-side executing broker in the TRF/ORF/ADF transaction data 
event in CAT Data. In those circumstances where there is a non-
Industry Member identified as the contra-side executing broker in 
the TRF/ORF/ADF transaction data event or no contra-side executing 
broker is identified in the TRF/ORF/ADF transaction data event, then 
the Industry Member identified as the executing broker in the TRF/
ORF/ADF transaction data event would be treated as, and be required 
to pay the fee assessed to, both the CEBB and CEBS.
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TRF/ORF/ADF Transaction Data Event <SUP>26</SUP>
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    \26\ See Table 61, Section 6.1 (TRF/ORF/ADF Transaction Data 
Event) of the CAT Reporting Technical Specifications for Plan 
Participants.

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          No.                       Field name                    Data type          Description     Include key
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26....................  reportingExecutingMpid............  Member Alias........  MPID of the        R
                                                                                   executing party.
28....................  contraExecutingMpid...............  Member Alias........  MPID of the        C
                                                                                   contra-side
                                                                                   executing party.
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    As discussed in File No. SR-FINRA-2024-011, consistent with the CAT 
Funding Model, in implementing CAT Fee 2024-1, the Operating Committee 
has determined that each of the CEBB, CEBS and relevant Participant for 
a given transaction in an Eligible Security would be assessed a fee of 
$0.000035 per executed equivalent share.\27\ In line with this 
approach, FINRA is proposing, for Prospective CAT Cost Recovery Fee 
2024-1, to split the fee rate that is assessed to FINRA under CAT Fee 
2024-1 between each of the CEBB and CEBS for transactions where FINRA 
is the relevant Participant, subject to truncation at six decimal 
places. To maintain consistency with CAT LLC's use of six decimal 
places,\28\ FINRA proposes to use six decimal places for Prospective 
CAT Cost Recovery Fee 2024-1.\29\ FINRA proposes to limit Prospective 
CAT Cost Recovery Fee 2024-1 to six decimal places by truncating the 
halved CAT Fee 2024-1 fee rate such that each member CEBB and CEBS 
would pay a fee of $0.000017 per executed equivalent share for each 
transaction in Eligible Securities executed otherwise than on an 
exchange.\30\
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    \27\ As noted in File No. SR-FINRA-2024-011, CAT LLC determined 
to use six decimal places for the CAT Fee 2024-1 fee rate (i.e., 
$0.000035 per executed equivalent share) to balance the accuracy of 
the calculation with the potential systems and other 
impracticalities of using additional decimal places in the 
calculation.
    \28\ See supra note 27.
    \29\ FINRA believes that it is appropriate at this time to use 
six decimal places to maintain consistency with the approach 
determined by CAT LLC. FINRA notes that the billing system used for 
both invoices in connection with CAT Fee 2024-1 and the Prospective 
CAT Cost Recovery Fee 2024-1 is configured for up to six decimal 
places, making extending the fee rate for Prospective CAT Cost 
Recovery Fee 2024-1 to seven decimal places impracticable in the 
near term.
    \30\ Dividing $0.000035 by two equals $0.0000175.
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    By truncating half of the CAT Fee 2024-1 fee rate in this manner, 
FINRA would recover less per executed equivalent share under 
Prospective CAT Cost Recovery Fee 2024-1 ($0.000034) than it will be 
invoiced each month for CAT Fee 2024-1 ($0.000035), resulting in a 
total deficit of approximately $400,000 during the September 1, 2024 
through December 31, 2024 period, which FINRA is not seeking to 
recover.\31\
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    \31\ Given that the average monthly executed equivalent share 
volume in Eligible Securities where FINRA was the relevant 
Participant was approximately 104.7 billion shares for the 12 months 
from June 1, 2023 through May 31, 2024, and assuming similar volumes 
for the period from September 1, 2024 through December 31, 2024, 
FINRA would be invoiced approximately $14.7 million for CAT Fee 
2024-1 but would only bill approximately $14.3 million to member 
CEBBs and CEBSs via Prospective CAT Cost Recovery Fee 2024-1 during 
the same period.
    However, FINRA intends to avoid a similar shortfall from 
occurring with respect to future fee recovery past December 2024 
(e.g., by rounding up the last digit instead of truncating, or 
another means of addressing this issue). The fee rate resulting from 
any such determinations would be subject to a proposed rule change 
filed pursuant to Section 19(b) of the Exchange Act and Rule 19b-4 
thereunder.
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    To implement Prospective CAT Cost Recovery Fee 2024-1, FINRA 
proposes to adopt Rule 6897(b)(1)(C)(i) to provide that each member CAT 
Executing Broker shall receive its first invoice from FINRA in October 
2024, setting forth the Prospective CAT Cost Recovery Fee 2024-1 fees 
calculated based on transactions in September 2024, and shall receive 
an invoice for Prospective CAT Cost Recovery Fee 2024-1 from FINRA for 
each month thereafter until January 2025. As provided in proposed Rule 
6897(b)(1)(C)(ii), FINRA shall provide each member CAT Executing Broker 
with an invoice for Prospective CAT Cost Recovery Fee 2024-1 on a 
monthly basis (which shall be separate from the invoice provide by CAT 
LLC with respect to CAT Fee 2024-1). Each monthly invoice provided by 
FINRA shall set forth a fee for each transaction in Eligible Securities 
executed by the CAT Executing Broker in its capacity as the CEBB and/or 
the CEBS (as applicable) otherwise than on an exchange from the prior 
month as set forth in CAT Data. The fee assessed to each CEBB and CEBS 
for each such transaction will be calculated by multiplying the number 
of executed equivalent shares in the transaction by the Prospective CAT 
Cost Recovery Fee 2024-1 fee rate of $0.000017 per executed equivalent 
share.
    Further, as provided in proposed Rule 6897(b)(1)(C)(iii), 
notwithstanding the last invoice date of January 2025 for Prospective 
CAT Cost Recovery Fee 2024-1 in Rule 6897(b)(1)(C)(i), Prospective CAT 
Cost Recovery Fee 2024-1 shall continue in effect after January 2025, 
with each CAT Executing Broker receiving an invoice for Prospective CAT 
Cost Recovery Fee 2024-1 each month, until a new subsequent Prospective 
CAT Cost Recovery Fee is in effect with regard to members in accordance 
with Section

[[Page 73460]]

19(b) of the Exchange Act.\32\ Proposed paragraph (b)(1)(C)(iii) of 
Rule 6897 also states that FINRA will provide notice when Prospective 
CAT Cost Recovery Fee 2024-1 will no longer be in effect. Proposed Rule 
6897(b)(1)(C)(iv) provides that each member CAT Executing Broker shall 
be required to pay each invoice for Prospective CAT Cost Recovery Fee 
2024-1 as set forth in Rule 6897(b)(2).
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    \32\ As noted in File No. SR-FINRA-2024-011, CAT Fee 2024-1 
would continue in effect after January 2025 until a new subsequent 
CAT Fee to collect the Industry Members' designated portion of 
Budgeted CAT Costs is in effect, in accordance with Section 19(b) of 
the Exchange Act. While CAT Fee 2024-1 remains in effect for 
Industry Members, the Participants would continue to be assessed a 
monthly fee based on that same fee rate, i.e., $0.000035 per 
executed equivalent share. Likewise, unless amended, Prospective CAT 
Cost Recovery Fee 2024-1 also would remain in effect to allow FINRA 
to continue substantially to recoup funds in connection with its 
monthly payment obligations under CAT Fee 2024-1, until a new CAT 
Fee is established by the Operating Committee.
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    FINRA also proposes to adopt Rule 6897(b)(2) (Timing and Manner of 
Payments), which provides that each member CAT Executing Brokers shall 
pay the CAT Cost Recovery Fees as required pursuant to Rule 6897(b)(1) 
each month to FINRA in the manner prescribed by FINRA. In addition, 
proposed paragraph (b)(2)(B) of Rule 6897 provides that each CAT 
Executing Broker shall pay the CAT Cost Recovery Fees required pursuant 
to Rule 6897(b)(1) within 30 days after receipt of an invoice or other 
notice indicating payment is due (unless a longer payment period is 
otherwise indicated).
    Beginning with the initial invoice for Prospective CAT Cost 
Recovery Fee 2024-1 in October 2024, FINRA will make available to each 
member CAT Executing Broker a copy of the relevant details for fee 
liable transactions executed each month otherwise than on an exchange. 
Similar to the information that would be provided by CAT LLC to CAT 
Executing Brokers in assessing the off-exchange portion of CAT Fee 
2024-1 each month,\33\ such information would provide member CAT 
Executing Brokers with the ability to understand the details regarding 
the calculation of their Prospective CAT Cost Recovery Fee 2024-1 fees. 
In addition, to provide transparency to the industry, FINRA will make 
publicly available on its website: (i) the total amount invoiced each 
month that Prospective CAT Cost Recovery Fee 2024-1 is in effect, (ii) 
the total amount invoiced for Prospective CAT Cost Recovery Fee 2024-1 
for all months since its commencement, (iii) the total amount that 
FINRA is invoiced each month by CAT LLC in connection with CAT Fee 
2024-1, (iv) the total amount that FINRA has been invoiced for CAT Fee 
2024-1 for all months since its commencement, and (v) the variance, 
both on a monthly and cumulative basis, between the amount invoiced by 
FINRA under Prospective CAT Cost Recovery 2024-1 and the amount FINRA 
is invoiced under CAT Fee 2024-1.
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    \33\ See File No. SR-FINRA-2024-011.
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    FINRA has filed the proposed rule change for immediate 
effectiveness. The effective date and the implementation date will be 
the date of filing.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\34\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest; and must not be designed to permit unfair 
discrimination between customers, issuers, brokers or dealers. FINRA 
also believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(5) of the Act,\35\ which requires, among 
other things, that FINRA rules provide for the equitable allocation of 
reasonable dues, fees and other charges among members and issuers and 
other persons using any facility or system that FINRA operates or 
controls. FINRA further believes that the proposed rule change is 
consistent with Section 15A(b)(9) of the Act, which requires that FINRA 
rules not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purpose of the Exchange Act.\36\ 
Section 15A(b)(2) of the Act also requires that FINRA be ``so organized 
and [have] the capacity to be able to carry out the purposes'' of the 
Act and ``to comply, and . . . to enforce compliance by its members, 
and persons associated with its members,'' with the provisions of the 
Exchange Act.\37\
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    \34\ 15 U.S.C. 78o-3(b)(6).
    \35\ 15 U.S.C. 78o-3(b)(5).
    \36\ 15 U.S.C. 78o-3(b)(9).
    \37\ See 15 U.S.C. 78o-3(b)(2).
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    FINRA believes that this proposed rule change is consistent with 
the Act because it is designed to assist FINRA in meeting regulatory 
obligations pursuant to the Plan. In approving the Plan, the SEC noted 
that the Plan ``is necessary and appropriate in the public interest, 
for the protection of investors and the maintenance of fair and orderly 
markets, to remove impediments to, and perfect the mechanism of a 
national market system, or is otherwise in furtherance of the purposes 
of the Act.'' \38\ To the extent that this proposed rule change 
implements a requirement that facilitates FINRA's achievement of its 
regulatory obligations under the Plan and applies specific requirements 
to FINRA members in this regard, FINRA believes that this proposed rule 
change furthers the objectives of the Plan, as identified by the SEC, 
and is therefore consistent with the Act.
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    \38\ CAT NMS Plan Approval Order, 81 FR 84696, 84697.
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    As discussed in detail in File No. SR-FINRA-2024-011, FINRA 
believes that the proposed fees paid by the CEBBs and CEBSs in 
connection with CAT Fee 2024-1 are reasonable, equitably allocated and 
not unfairly discriminatory. Prospective CAT Cost Recovery Fee 2024-1 
would similarly allow FINRA substantially to recover costs related to 
CAT Fee 2024-1 from member CAT Executing Brokers in a fair and 
reasonable manner, as contemplated by the Exchange Act and consistent 
with the CAT Funding Model Approval Order.
    Proposed Prospective CAT Cost Recovery Fee 2024-1 would be charged 
to member CAT Executing Brokers in support of the maintenance of a 
consolidated audit trail for regulatory purposes. The proposed fees, 
therefore, are consistent with the Commission's view that regulatory 
fees be used for regulatory purposes. The proposed fees would not cover 
FINRA services unrelated to the CAT and would not result in any surplus 
to FINRA.\39\ Accordingly, FINRA believes that the proposed fees are 
reasonable, equitable and not unfairly discriminatory.
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    \39\ See supra note 31 and accompanying text.
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    The reasonableness of Prospective CAT Cost Recovery Fee 2024-1 and 
its consistency with the Exchange Act likewise is grounded in the facts 
described above and detailed in File No. SR-FINRA-2024-011. 
Specifically, the reasonably budgeted expenses that compose the portion 
of Budgeted CAT Costs 2024-1 sought substantially to be recovered 
through Prospective CAT Cost Recovery Fee 2024-1 were recognized by the 
SEC as appropriate for recovery pursuant to the formula approved in the 
CAT Funding Model (i.e., technology, legal, consulting, insurance, 
professional administration, and public relations costs). FINRA has 
determined that these costs, which are described in detail in File No. 
SR-FINRA-2024-011, are reasonable and it is appropriate that FINRA 
substantially recover its designated portion of such costs through 
Prospective CAT Cost Recovery Fee

[[Page 73461]]

2024-1. FINRA also has determined that Prospective CAT Cost Recovery 
Fee 2024-1 provides for the equitable allocation of fees among FINRA 
members and is not unfairly discriminatory, as discussed herein.
    Prospective CAT Cost Recovery Fee 2024-1 is designed to allow FINRA 
to substantially recover its designated portion of Budgeted CAT Costs 
2024-1, consistent with the Exchange Act and the CAT Funding Model 
Approval Order.\40\ In approving the CAT Funding Model, the Commission 
noted FINRA's request that it acknowledge ``FINRA's need and ability to 
cover CAT costs that are not recovered through contractual arrangements 
through member fee increases, so as not to jeopardize FINRA's ability 
to carry out its critical regulatory mission.'' \41\ The Commission 
also recognized that ``the Exchange Act expressly contemplates the 
ability of the Participants to recoup their costs to fulfill their 
statutory obligations under the Exchange Act.'' \42\ The Commission 
further noted FINRA's statement ``that it would file a rule change to 
increase its member fees with the filing of any proposed rule change to 
effectuate the Funding Model.'' \43\ The instant proposed rule change 
to adopt Prospective CAT Cost Recovery Fee 2024-1 represents such a fee 
with respect to Budgeted CAT Costs 2024-1.
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    \40\ See supra note 16 and note 31 and accompanying text.
    \41\ See CAT Funding Model Approval Order, 88 FR 62628, 62645.
    \42\ See CAT Funding Model Approval Order, 88 FR 62628, 62636.
    \43\ See supra note 41.
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    Without a mechanism to recover its CAT costs, FINRA, which is 
unique among the Participants as a not-for-profit, national securities 
association, would not be able to effectively sustain its regulatory 
mission.\44\ Thus, consistent with the cost allocation framework put in 
place by the SEC-approved CAT Funding Model, whereby CEBBs and CEBSs 
share equal responsibility for the costs assessed directly to Industry 
Members based on their transactions in Eligible Securities, FINRA is 
seeking substantially to recoup its designated portion of Budgeted CAT 
Costs 2024-1 in a like manner that is fair, reasonable, and equitably 
allocated among FINRA's member firms in their capacity as CAT Executing 
Brokers.
---------------------------------------------------------------------------

    \44\ See supra note 16.
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    Prospective CAT Cost Recovery Fee 2024-1 is designed substantially 
to recover FINRA's designated portion of budgeted CAT costs to be 
incurred by CAT LLC associated with the development, implementation, 
and operation of the CAT system under the CAT NMS Plan. Thus, 
Prospective CAT Cost Recovery Fee 2024-1 also generally is designed to 
support FINRA's efforts to align its operating expenses with its 
operating revenues, target break-even cash flows, and continue to 
responsibly manage expenses driven by mandatory initiatives, like the 
CAT NMS Plan, in a manner consistent with FINRA's public Financial 
Guiding Principles.\45\
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    \45\ See FINRA's Financial Guiding Principles, https://www.finra.org/sites/default/files/finra_financial_guiding_principles_0.pdf. See also Securities 
Exchange Act Release No. 90176 (October 14, 2020), 85 FR 66592, 
66602-03 (October 20, 2020) (Notice of Filing and Immediate 
Effectiveness of File No. SR-FINRA-2020-032).
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    FINRA's approach in determining Prospective CAT Cost Recovery Fee 
2024-1, which generally is consistent with the approach provided for 
under the SEC-approved CAT Funding Model, is also reasonable and 
consistent with the Exchange Act. Specifically, similar to the CAT cost 
assessment methodology approved by the Commission, FINRA proposes to 
allocate equally among member CEBBs and CEBSs FINRA's designated 
portion of the Participants' one-third share of Budgeted CAT Costs 
2024-1.\46\ FINRA proposes to determine the rate for Prospective CAT 
Cost Recovery Fee 2024-1 by dividing the fee rate assessed to the 
Participants in connection with the implementation of CAT Fee 2024-1, 
i.e., $0.000035 per executed equivalent share, by two and then 
truncating the result to six decimal places such that member CEBBs and 
CEBSs would each be subject to an equal fee, i.e., $0.000017 per 
executed equivalent share, for each transaction in Eligible Securities 
executed otherwise than on an exchange. Therefore, for each month that 
Prospective CAT Cost Recovery Fee 2024-1 is in effect, member CEBBs and 
CEBSs will pay a fee to FINRA based on the same transactions used to 
determine fees payable by CEBBs and CEBSs to CAT LLC under CAT Fee 
2024-1 for off-exchange transactions.\47\ FINRA believes that this 
approach is reasonable in that, as is the case with the SEC-approved 
CAT Funding Model, it apportions the assessed fee for members equally 
between the CAT Executing Broker for the buyer and the seller.\48\
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    \46\ In its approval of the CAT Funding Model, the Commission 
determined that charging CAT fees to CAT Executing Brokers was 
reasonable. In reaching this conclusion the Commission noted that 
the use of CAT Executing Brokers is appropriate because the CAT 
Funding Model is based upon the calculation of executed equivalent 
shares, and, therefore, charging CAT Executing Brokers would reflect 
their executing role in each transaction. Furthermore, the 
Commission noted that, because CAT Executing Brokers are already 
identified in transaction reports from FINRA's equity trade 
reporting facilities recorded in CAT Data, charging CAT Executing 
Brokers could streamline the billing process. See CAT Funding Model 
Approval Order, 88 FR 62628, 62629.
    \47\ Based on historical executed equivalent share volumes in 
Eligible Securities where FINRA was the relevant Participant, FINRA 
would expect to recoup roughly $3.6 million per month during the 
time that Prospective CAT Cost Recovery Fee 2024-1 is in effect. See 
supra note 31.
    \48\ See supra note 46.
---------------------------------------------------------------------------

    FINRA believes that it is reasonable, appropriate, and consistent 
with the Exchange Act to determine Prospective CAT Cost Recovery Fee 
2024-1 by dividing CAT Fee 2024-1, i.e., $0.000035 per executed 
equivalent share, by two (which equals $0.0000175) and then truncating 
the result to six decimal places such that member CEBBs and CEBSs would 
each be subject to an equal fee of $0.000017 per executed equivalent 
share. As discussed above, equally apportioning the fee between the 
CEBBs and CEBSs is consistent with the approach to apportioning costs 
between Executing Brokers under the SEC-approved CAT Funding Model.\49\ 
In addition, FINRA believes it is reasonable and appropriate at this 
time to truncate half of CAT Fee 2024-1 to limit the Prospective CAT 
Cost Recovery Fee 2024-1 fee rate to six decimal places. As noted above 
and in File No. SR-FINRA-2024-011, CAT LLC determined to use six 
decimal places for the CAT Fee 2024-1 fee rate to balance the accuracy 
of the calculation with the potential systems and other 
impracticalities of using additional decimal places in the calculation. 
FINRA likewise believes that it is appropriate at this time to use six 
decimal places to maintain consistency with the approach determined by 
CAT LLC, to which members have been testing since earlier this year, 
which should reduce potential complexity in connection with the fee and 
billing structure for Prospective CAT Cost Recovery Fee 2024-1.
---------------------------------------------------------------------------

    \49\ See supra note 46.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. Section 15A(b)(9) of the Act 
\50\ requires that FINRA's rules not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purpose of 
the Exchange Act. FINRA notes that Prospective CAT Cost Recovery Fee 
2024-1 is designed to

[[Page 73462]]

assist FINRA in meeting its regulatory obligations pursuant to the 
Plan.
---------------------------------------------------------------------------

    \50\ 15 U.S.C. 78o-3(b)(9).
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    Furthermore, in approving the CAT Funding Model, the SEC analyzed 
the potential competitive impact of the CAT Funding Model, including 
competitive issues related to market services, trading services and 
regulatory services, efficiency concerns, and capital formation.\51\ 
The SEC also analyzed the potential effect of CAT fees calculated 
pursuant to the CAT Funding Model on affected categories of market 
participants, including Participants (including exchanges and FINRA), 
Industry Members (including subcategories of Industry Members, such as 
alternative trading systems, CAT Executing Brokers and market makers), 
and investors generally, and considered market effects related to 
equities and options, among other things.\52\ Based on this analysis, 
the SEC approved the CAT Funding Model as compliant with the Exchange 
Act. The Prospective CAT Cost Recovery Fee 2024-1 framework generally 
is consistent with the fee framework of the CAT Funding Model, as 
approved by the SEC.
---------------------------------------------------------------------------

    \51\ See CAT Funding Model Approval Order, 88 FR 62628, 62678-
86.
    \52\ See supra note 51.
---------------------------------------------------------------------------

    As discussed in File No. SR-FINRA-2024-011, each of the inputs into 
the calculation of CAT Fee 2024-1 is reasonable and the resulting fee 
rate for CAT Fee 2024-1 is reasonable. Therefore, Prospective CAT Cost 
Recovery Fee 2024-1, for these same reasons, is reasonable and would 
not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purpose of the Exchange Act.
Economic Impact Assessment
    Based on the regulatory need discussed above, FINRA has undertaken 
an economic impact assessment, as set forth below, to analyze the 
potential economic impacts of the proposed rule change, including 
potential costs, benefits, and distributional and competitive effects, 
relative to the current baseline.
Regulatory Need
    As discussed above under the ``FINRA's Designated Portion of 
Budgeted CAT Costs 2024-1'' section, FINRA is filing a proposed rule 
change to establish Prospective CAT Cost Recovery Fee 2024-1 
substantially to recover its designated portion of the Participants' 
share of Budgeted CAT Costs 2024-1. FINRA intends that the fee 
framework and timeline for Prospective CAT Cost Recovery Fee 2024-1 
generally correspond to the fee framework and timeline put in place by 
CAT LLC with respect to CAT Fee 2024-1, as provided for in File No. SR-
FINRA-2024-011 and as discussed above.
Economic Baseline
    Also, as discussed above under the ``FINRA's Designated Portion of 
Budgeted CAT Costs 2024-1'' section, FINRA arrived at the fee rate for 
Prospective CAT Cost Recovery Fee 2024-1 by dividing by two the fee 
rate assessed to the Participants in connection with the implementation 
of CAT Fee 2024-1, i.e., $0.000035 per executed equivalent share, and 
truncating the result to six decimal places.\53\
---------------------------------------------------------------------------

    \53\ See also File No. SR-FINRA-2024-011.
---------------------------------------------------------------------------

    For the twelve months from June 1, 2023, through May 31, 2024, 
based on transactions reported to a FINRA TRF or to the ORF, there were 
896 firm MPIDs that executed at least one purchase or sale of an 
equivalent share of an Eligible Security.\54\ The top 50 MPIDs by 
reported executed equivalent share volume bought and/or sold 
2,161,308,428,108 equivalent shares, or 85.08% of total shares bought 
and/or sold.
---------------------------------------------------------------------------

    \54\ For the twelve months from June 1, 2023, through May 
31,2024, approximately 1.25 trillion shares of NMS stocks were 
reported to the TRF, and approximately 1.16 trillion shares of OTC 
Equity Securities were reported to ORF. Given that each executed 
share for a transaction in an OTC Equity Security is counted as 0.01 
equivalent share, FINRA estimates that the executed equivalent share 
volume for NMS stocks and OTC Equity Securities reported to a FINRA 
equity trade reporting facility in that twelve-month period is 
approximately 1.26 trillion shares. Dividing that figure by twelve 
provides the average monthly executed equivalent share volume of 
approximately 104.7 billion shares.
---------------------------------------------------------------------------

Economic Impacts
    FINRA's proposal substantially to recover its designated portion of 
the Participants' share of Prospective CAT Costs applies an approach 
generally consistent with the CAT Funding Model as approved by the SEC 
in that it assesses half of the fee rate that is assessed to FINRA 
under CAT Fee 2024-1 (truncated to six decimal places) to each of the 
CEBB and CEBS for transactions where FINRA is the relevant 
Participant.\55\ With regard to off-exchange transactions in Eligible 
Securities, generally the same members that will be assessed 
Prospective CAT Cost Recovery Fee 2024-1 will also be assessed CAT Fee 
2024-1. Therefore, FINRA's proposed approach in substantially 
recovering its designated portion of Budgeted CAT Costs 2024-1 should 
reduce potential complexity in connection with the fee and billing 
structure for Prospective CAT Cost Recovery Fee 2024-1.\56\
---------------------------------------------------------------------------

    \55\ See also File No. SR-FINRA-2024-011 and CAT Funding Model 
Approval Order, 88 FR 62628.
    \56\ See supra notes 29 through 31 and accompanying text.
---------------------------------------------------------------------------

    As the SEC noted in approving the revised CAT Funding Model, if 
FINRA passes on its portion of the CAT fee allocation to its member 
firms and exchanges choose not to pass through their CAT fee 
allocations to their members, the cost to transact off-exchange may 
increase relative to executing on an exchange, potentially giving 
exchanges a competitive advantage.\57\ However, we do not know whether 
or to what extent (or how) the exchanges may seek to recover their 
portion of the Budgeted CAT Costs 2024-1, and we do not know whether or 
to what extent member firms will choose to pass through exchange-
incurred CAT fees to customers. We also note that FINRA members remain 
subject to regulatory obligations, such as best execution obligations, 
with respect to their order routing decisions.
---------------------------------------------------------------------------

    \57\ See CAT Funding Model Approval Order, 88 FR 62628, 62684.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Exchange Act \58\ and Rule 19b-4(f)(2) 
thereunder,\59\ because it establishes or changes a due, or fee.
---------------------------------------------------------------------------

    \58\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \59\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend the rule 
change if it appears to the Commission that the action is necessary or 
appropriate in the public interest, for the protection of investors, or 
would otherwise further the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act.

[[Page 73463]]

Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#641611080149070b0909010a1017241701074a030b12"><span class="__cf_email__" data-cfemail="750700191058161a1818101b0106350610165b121a03">[email protected]</span></a>. Please include 
file number
    SR-FINRA-2024-012 on the subject line.

Paper Comments

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

All submissions should refer to file number SR-FINRA-2024-012. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of FINRA. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection.
    All submissions should refer to file number SR-FINRA-2024-012 and 
should be submitted on or before October 1, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\60\
---------------------------------------------------------------------------

    \60\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-20323 Filed 9-9-24; 8:45 am]
BILLING CODE 8011-01-P


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