[Federal Register Volume 89, Number 184 (Monday, September 23, 2024)]
[Notices]
[Pages 77558-77564]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-21625]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101064; File No. SR-FINRA-2024-014]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Amend FINRA Rule 6897(b) (CAT Cost Recovery 
Fees) To Implement a Historical Consolidated Audit Trail Recovery 
Assessment

September 17, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on September 5, 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 amend FINRA Rule 6897(b) (CAT Cost Recovery 
Fees) to implement a historical Consolidated Audit Trail (``CAT'') 
recovery assessment designed to permit FINRA to recoup its 
contributions to recoverable historical costs of the National Market 
System Plan Governing the Consolidated Audit Trail incurred prior to 
January 1, 2022.\5\
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    \5\ Pursuant to Section 11.3(b) 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 recoverable historical CAT costs incurred prior to January 1, 
2022. See File No. SR-FINRA-2024-013. 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 (``Plan'' or ``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

[[Page 77559]]

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 (``Historical CAT Assessment'' fees); \10\ and (2) CAT 
fees assessed by CAT LLC and payable by Participants and Industry 
Members to fund prospective CAT costs.\11\ With respect to Historical 
CAT Assessment fees, to date, the CAT Operating Committee has 
established Historical CAT Assessment 1 with regard to historical CAT 
costs incurred prior to January 1, 2022 (``Historical CAT Costs 
1'').\12\
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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.
    \12\ See File No. SR-FINRA-2024-013.
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    In light of the filing of File No. SR-FINRA-2024-013, which 
implements Historical CAT Assessment 1 with regard to Industry Members, 
FINRA is filing the instant proposed rule change to establish a fee to 
allow FINRA to recoup its contributions to the Participants' assessed 
share of Historical CAT Costs 1 (``Historical CAT Cost Recovery 
Assessment 1''). Historical CAT Cost Recovery Assessment 1 is designed 
to allow FINRA to recover its designated portion of Historical CAT 
Costs 1--amounting to $4,391,414--in a manner consistent with the 
Exchange Act and the CAT Funding Model Approval Order. 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.'' \13\ 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.'' \14\ Given the approval of 
the CAT Funding Model and FINRA's proposed rule change to establish 
Historical CAT Assessment 1 in accordance with the CAT Funding 
Model,\15\ FINRA is submitting this filing to implement Historical CAT 
Cost Recovery Assessment 1.\16\
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    \13\ CAT Funding Model Approval Order, 88 FR 62628, 62636-37.
    \14\ 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, SEC, 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, SEC, 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.
    \15\ See File No. SR-FINRA-2024-013.
    \16\ 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 Historical CAT Assessment until any applicable 
Financial Accountability Milestone described in Section 11.6 has 
been satisfied.'' See Section 11.3(b)(iii)(B)(III) of the CAT NMS 
Plan. The CAT NMS Plan further states that ``in all filings 
submitted by the Participants to the Commission under Section 19(b) 
of the Exchange Act, to establish or implement Post-Amendment 
Industry Member Fees pursuant to this Article, . . . the 
Participants shall clearly indicate whether such fees are related to 
Post-Amendment Expenses incurred during Period 1, Period 2, Period 
3, or Period 4.'' See Section 11.6(b) of the CAT NMS Plan. As 
discussed in File No. SR-FINRA-2024-013, all applicable Financial 
Accountability Milestones for Historical CAT Assessment 1 and, by 
extension, Historical CAT Cost Recovery Assessment 1--that is, 
Period 1, Period 2, and Period 3 of the Financial Accountability 
Milestones--have been satisfied. Furthermore, the costs sought to be 
recovered via both Historical CAT Assessment 1 and Historical CAT 
Cost Recovery Assessment 1 relate to Post-Amendment Expenses 
incurred during Periods 1, 2 and 3 of the Financial Accountability 
Milestones.
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FINRA's Designated Portion of Historical CAT Costs 1
    As discussed in File No. SR-FINRA-2024-013, which seeks to 
implement Historical CAT Assessment 1,\17\ to date, FINRA and the other 
Participants have agreed to pay all Past CAT Costs via loans to CAT 
LLC. Specifically, in the absence of an SEC-approved model establishing 
how the Participants were to fund the creation, implementation, and 
maintenance of the CAT, in 2017, FINRA and the other Participants 
unanimously agreed to apportion all CAT operational costs amongst the 
group and to fund the CAT through a series of interest-free loans. 
Through these loans, FINRA contributed $13,174,243 or roughly 4.14% 
toward the $318,059,819 in operating expenses composing Historical CAT 
Costs 1. Of that approximately $13 million expenditure, FINRA expects 
to recover $8,782,829 in loan repayments from CAT LLC following 
implementation of Historical CAT Assessment 1, and, under the CAT 
Funding Model, will forgive the remaining $4,391,414 in loan 
repayments, which FINRA now seeks to recover through the implementation 
of Historical CAT Cost Recovery Assessment 1.\18\
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    \17\ Historical CAT Assessment 1 seeks to recover from CAT 
Executing Brokers two-thirds of Historical CAT Costs 1--the 
$318,059,819 in recoverable costs incurred by CAT LLC prior to 
January 1, 2022.
    \18\ FINRA notes that, as is the case with respect to Historical 
CAT Assessment 1 discussed in File No. SR-FINRA-2024-013, FINRA's 
recovery under the instant proposed rule change also would not 
include any portion of Excluded Costs, i.e., $48,874,937 in CAT 
costs incurred from November 15, 2017 through November 15, 2018, 
$19,628,791 of costs paid to the the [sic] Initial Plan Processor 
from November 16, 2018 through February 2019 when the relationship 
with the Initial Plan Processor was concluded, and $14,749,362 of 
costs related to the termination of the relationship with the 
Initial Plan Processor.
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    The following table illustrates FINRA's approximate contributions 
to the Plan Participants' collective one-third share of Historical CAT 
Costs 1 during each of the relevant periods.\19\
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    \19\ A detailed description (including the amounts) of all costs 
incurred by the Participants during the pre-FAM period (prior to 
June 22, 2020) and during each relevant FAM period, i.e., FAM Period 
1, FAM Period 2, and FAM Period 3, is provided in File No. SR-FINRA-
2024-013.

------------------------------------------------------------------------
                                      Participants'
                                     collective share   FINRA's share of
              Period                of historical CAT    historical CAT
                                         costs 1            costs 1
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Pre-FAM Period (Prior to June 22,         $41,430,243         $1,716,067
 2020)............................

[[Page 77560]]

 
FAM Period 1......................          2,125,781             88,051
FAM Period 2......................         14,325,493            593,371
FAM Period 3......................         48,138,423          1,993,925
                                   -------------------------------------
Total (through January 1, 2022)...        106,019,940          4,391,414
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    FINRA's recovery of these approximately $4.4 million in Historical 
CAT Costs is reasonable and consistent with the Exchange Act. As 
discussed herein and in File No. SR-FINRA-2024-013, these costs were 
reasonable, appropriate and necessary for the creation, implementation 
and maintenance of the CAT. As stated by FINRA and permitted under the 
Exchange Act, FINRA will seek to recover its portion of the 
Participants' share of CAT costs to ensure that FINRA can fulfill its 
regulatory mandate and responsibilities.\20\
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    \20\ See supra note 14.
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Historical CAT Cost Recovery Assessment 1
    FINRA is proposing to amend Rule 6897(b) (CAT Cost Recovery Fees) 
to implement Historical CAT Cost Recovery Assessment 1 at this time to 
allow FINRA to recover its contributions to the Participants' 
designated one-third share of Historical CAT Costs 1.\21\ FINRA intends 
that the fee framework for the Historical CAT Cost Recovery Assessment 
1 would generally correspond to the framework put in place by CAT LLC 
with respect to Historical CAT Assessment 1, as provided for in File 
No. SR-FINRA-2024-013. FINRA also intends that the timing and 
commencement of payment for Historical CAT Cost Recovery Assessment 1 
generally would correspond with that established by CAT LLC with 
respect to Historical CAT Assessment 1, as provided for in File No. SR-
FINRA-2024-013. Thus, as with Historical CAT Assessment 1, FINRA 
proposes that each member CAT Executing Broker shall receive its first 
invoice from FINRA for Historical CAT Cost Recovery Assessment 1 in 
November 2024, setting forth fees calculated based on October 2024 
transactions in Eligible Securities executed otherwise than on an 
exchange, as reflected in CAT Data.
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    \21\ 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.\22\
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    \22\ 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 \23\
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    \23\ 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.............................  reporting           Member Alias......  MPID of the         R.
                                  Executing Mpid.                         executing party.
28.............................  contra Executing    Member Alias......  MPID of the contra- C.
                                  Mpid.                                   side executing
                                                                          party.
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    As discussed in File No. SR-FINRA-2024-013, the Operating Committee 
has determined that Historical Fee Rate 1 is $0.00003994969693072937 
per executed equivalent share, and, under the CAT Funding Model, each 
of the CAT Executing Broker for the Buyer (``CEBB''), CAT Executing 
Broker for the Seller (``CEBS''), and relevant Participant for a given 
transaction in an Eligible Security would be responsible for one-third 
of that rate, or $0.00001331656564357646 per executed equivalent 
share.\24\ In line with this approach, with respect to FINRA's portion 
of the Participants' one-third share, FINRA is proposing that, for 
Historical CAT Cost Recovery Assessment 1, the Participants' assessed 
fee rate would be split evenly between the CEBB and CEBS to establish a 
Historical CAT Cost Recovery Fee Rate 1 of $0.000007 per executed 
equivalent share \25\ for transactions where FINRA is the relevant 
Participant.\26\
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    \24\ Dividing $0.00003994969693072937 by three equals 
$0.00001331656564357646. As noted in File No. SR-FINRA-2024-013, CAT 
LLC determined to use six decimal places for Historical CAT 
Assessment 1 (i.e., $0.000013 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.
    \25\ 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.
    \26\ Dividing $0.00001331656564357646 by two and rounding to six 
decimal places equals $0.000007. FINRA believes that it is 
appropriate at this time to use six decimal places to maintain 
consistency with the approach determined by CAT LLC.
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    FINRA proposes to amend Rule 6897(b)(1)(A) to implement Historical 
CAT Cost Recovery Assessment 1. Proposed Rule 6897(b)(1)(A)(i) would 
provide that each member CAT Executing Broker shall receive its first

[[Page 77561]]

invoice from FINRA in November 2024, setting forth the Historical CAT 
Cost Recovery Assessment 1 fees calculated based on transactions in 
October 2024, and shall receive similar invoices from FINRA for 
Historical CAT Cost Recovery Assessment 1 for each month thereafter in 
which Historical CAT Cost Recovery Assessment 1 is in effect. As 
provided in proposed Rule 6897(b)(1)(A)(ii), FINRA shall provide each 
member CAT Executing Broker with an invoice for Historical CAT Cost 
Recovery Assessment 1 on a monthly basis. Each monthly invoice from 
FINRA (separate from the invoice provide by CAT LLC with respect to 
Historical CAT Assessment 1) 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 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 
Historical CAT Cost Recovery Fee Rate 1 of $0.000007 per executed 
equivalent share.
    Further, as provided in proposed Rule 6897(b)(1)(A)(iii), 
Historical CAT Cost Recovery Assessment 1 will remain in effect until 
$4,391,414 (FINRA's contribution to the one-third share of Historical 
CAT Costs 1 assessed to the Plan Participants) is collected from member 
CAT Executing Brokers collectively, which is estimated to be four 
months, but could be for a longer or shorter period of time.\27\ FINRA 
will provide notice when Historical CAT Cost Recovery Assessment 1 will 
no longer be in effect. Proposed Rule 6897(b)(1)(A)(iv) provides that 
each member CAT Executing broker shall be required to pay each invoice 
for Historical CAT Cost Recovery Assessment 1 within 30 days of receipt 
of such invoice or other notice indicating payment is due (unless a 
longer payment period is otherwise indicated) and such payment must be 
made in the manner prescribed by FINRA, as set forth in Rule 
6897(b)(2).
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    \27\ From June 1, 2023, through May 31, 2024, the average 
monthly executed equivalent share volume in Eligible Securities 
where FINRA is the relevant Participant was approximately 104.7 
billion shares. Assuming similar 2024 trading volumes, FINRA would 
recover its approximately $4.4 million portion of the Participants' 
assessed share of Historical CAT Costs 1 within four months. Given 
the fee rate and total amount to be recovered, the proposed four-
month recovery period is reasonable.
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    As with Historical CAT Assessment 1, since Historical CAT Cost 
Recovery Assessment 1 is a monthly fee based on transaction volume from 
the prior month, Historical CAT Cost Recovery Assessment 1 may result 
in the collection of more than FINRA's approximately $4.4 million 
contribution to Historical CAT Costs 1. To the extent that occurs, any 
excess money collected during the final month in which Historical CAT 
Cost Recovery Assessment 1 is in effect will be used to offset future 
member fees assessed by FINRA in connection with FINRA's designated CAT 
costs as a Plan Participant.\28\
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    \28\ A similar approach will be taken by CAT LLC with respect to 
any excess money collected pursuant to Historical CAT Assessment 1 
during its final month. See File No. SR-FINRA-2024-013.
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    Beginning with the initial invoice for Historical CAT Cost Recovery 
Assessment 1 in November 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 Historical CAT 
Assessment 1 each month,\29\ such information would provide member CAT 
Executing Brokers with the ability to understand the details regarding 
the calculation of their Historical CAT Cost Recovery Assessment 1 
fees. To assist Industry Members in complying with Historical CAT 
Assessment 1, in November 2023 CAT LLC began making mock invoices with 
details for any fee liable transactions, including those executed 
otherwise than on an exchange, available to CAT Executing Brokers.\30\ 
FINRA intends to likewise provide these same trade elements in the 
trade billing details accompanying FINRA invoices each month that 
Historical CAT Cost Recovery Assessment 1 is in effect.\31\
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    \29\ See File No. SR-FINRA-2024-013.
    \30\ As detailed in File No. SR-FINRA-2024-013, in addition to 
providing mock invoices, CAT LLC has worked to address Industry 
Member concerns regarding reconciliation of invoices for Historical 
CAT Assessment 1, including providing guidance and processes to 
assist firms in their efforts to perform reconciliations in 
connection with CAT invoice data. Specifically, FCAT is providing 
certain key elements of the trade to CAT Reporters, such as the 
tradeID and branch sequence, in the trade billing details 
accompanying CAT invoices to provide CAT Executing Brokers with 
alternative methods for matching fee-liable transactions with their 
internal books and records. See File No. SR-FINRA-2024-013.
     See also CAT Technical Specifications for Billing Trade 
Details; Trade Details Schema, https://catnmsplan.com/sites/default/files/2024-02/02.05.24-Billing-Trade-Details-Schema.json; CAT 
Billing Scenarios, Version 1.0 (November 30, 2023), https://www.catnmsplan.com/sites/default/files/2024-01/01.12.2024-CAT-Billing-Scenarios-v1.0.pdf.
    \31\ FINRA billing methodology for Historical CAT Cost Recovery 
Assessment 1 is aligned with the billing methodology for CAT LLC's 
Historical CAT Assessment 1 under the SEC-approved CAT Funding 
Model. As with the Historical CAT Assessment 1 invoices to be 
provided by CAT LLC to Industry Members, the invoices that FINRA 
would provide in connection with Historical CAT Cost Recovery 
Assessment 1 are designed to allow member CEBBs and CEBSs to 
reconcile the invoiced amounts with the included underlying fee-
liable transaction details each month. As noted in File No. SR-
FINRA-2024-013, the CAT NMS Plan does not address the manner or 
extent to which CAT Executing Brokers may seek to pass on any CAT 
fees to their customers, and, as such, facilitating CEBBs' and 
CEBSs' ability to pass through Historical CAT Assessment 1 fees to 
their clients is outside the scope of the proposal. Likewise, 
facilitating CEBBs' and CEBSs' ability to pass through their 
Historical CAT Cost Recovery Assessment 1 fees to their clients is 
also outside the scope of the instant proposal.
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    FINRA will also make publicly available on its website: (i) the 
total amount invoiced each month that Historical CAT Cost Recovery 
Assessment 1 is in effect, (ii) the total amount invoiced for 
Historical CAT Cost Recovery Assessment 1 for all months since its 
commencement, and (iii) the total costs remaining to be collected from 
members in aggregate for Historical CAT Cost Recovery Assessment 1. By 
reviewing statistics regarding how much has been invoiced and how much 
remains to be invoiced for Historical CAT Cost Recovery Assessment 1, 
members would have sufficient information to reasonably track how much 
longer Historical CAT Cost Recovery Assessment 1 is likely to be in 
place.
    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,\32\ 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,\33\ 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

[[Page 77562]]

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.\34\ 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.\35\
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    \32\ 15 U.S.C. 78o-3(b)(6).
    \33\ 15 U.S.C. 78o-3(b)(5).
    \34\ 15 U.S.C. 78o-3(b)(9).
    \35\ 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.'' \36\ 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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    \36\ CAT NMS Plan Approval Order, 81 FR 84696, 84697.
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    As discussed in detail in File No. SR-FINRA-2024-013, FINRA 
believes that the proposed fees paid by the CEBBs and CEBSs in 
connection with Historical CAT Assessment 1 are reasonable, equitably 
allocated and not unfairly discriminatory. Historical CAT Cost Recovery 
Assessment 1 would similarly allow FINRA to recover its designated 
portion of Historical CAT Costs 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 Historical CAT Cost Recovery Assessment 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 any surplus would be used as a 
reserve to offset future member fees assessed by FINRA to recover its 
contributions, as a Plan Participant, to CAT costs.\37\ Accordingly, 
FINRA believes that the proposed fees are reasonable, equitable and not 
unfairly discriminatory.
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    \37\ See supra note 28 and accompanying text.
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    The reasonableness of Historical CAT Cost Recovery Assessment 1 and 
its consistency with the Exchange Act likewise is grounded in the facts 
described above and detailed in File No. SR-FINRA-2024-013. 
Specifically, the expenses that compose the portion of Historical CAT 
Costs 1 sought to be recovered through Historical CAT Cost Recovery 
Assessment 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-2024-013, are 
reasonable and it is appropriate that FINRA recover its Participant 
contribution to such costs through Historical CAT Cost Recovery 
Assessment 1. FINRA also has determined that Historical CAT Cost 
Recovery Assessment 1 provides for the equitable allocation of fees 
among FINRA members and is not unfairly discriminatory, as discussed 
herein.
    Historical CAT Cost Recovery Assessment 1 is designed to allow 
FINRA to recover its designated portion of Historical CAT Costs 1, 
consistent with the Exchange Act and the CAT Funding Model Approval 
Order.\38\ 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.'' \39\ 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.'' \40\ 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.'' \41\ The instant proposed rule change 
to adopt Historical CAT Cost Recovery Assessment 1 represents such a 
fee with respect to Historical CAT Costs 1.
---------------------------------------------------------------------------

    \38\ See supra note 14 and 27 and accompanying text.
    \39\ See CAT Funding Model Approval Order, 88 FR 62628, 62645.
    \40\ See supra note 39 at 62636-37.
    \41\ See supra note 39.
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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. 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 to recoup its designated portion of Historical CAT Costs 1 in a 
like manner that is fair, reasonable, and equitably allocated among 
FINRA's member firms in their capacity as CAT Executing Brokers.
    Historical CAT Cost Recovery Assessment 1 is designed to recover 
FINRA's portion of Historical CAT Costs 1 incurred by CAT LLC 
associated with the development, implementation, and operation of the 
CAT system under the CAT NMS Plan. Thus, Historical CAT Cost Recovery 
Assessment 1 also 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.\42\
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    \42\ 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 Historical CAT Cost Recovery Fee 
Rate 1, which is generally 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 the portion of 
Participants' one-third share of Historical CAT Costs 1 previously paid 
by FINRA.\43\ FINRA proposes to

[[Page 77563]]

determine Historical CAT Cost Recovery Fee Rate 1 by dividing the 
portion of Historical Fee Rate 1 assessed to the Participants under the 
CAT Funding Model, i.e., $0.00001331656564357646 per executed 
equivalent share, by two and rounding to six decimal places such that 
member CEBBs and CEBSs would each be subject to an equal fee, i.e., 
$0.000007 per executed equivalent share, for each transaction in 
Eligible Securities executed otherwise than on an exchange. Therefore, 
for each month that Historical CAT Cost Recovery Assessment 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 Historical CAT Assessment 1 for off-exchange 
transactions. 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.\44\
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    \43\ 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.
    \44\ See supra note 43.
---------------------------------------------------------------------------

    FINRA believes that it is reasonable, appropriate, and consistent 
with the Exchange Act to determine Historical CAT Cost Recovery 
Assessment 1 by dividing Historical CAT Assessment 1, i.e., $0.000013 
per executed equivalent share, by two and round to six decimal places 
which equals $0.000007 such that member CEBBs and CEBSs would each be 
subject to an equal fee of $0.000007 per executed equivalent share.\45\ 
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. In 
addition, FINRA believes it is reasonable and appropriate at this time 
to divide Historical CAT Assessment 1 by two and round the Historical 
CAT Cost Recovery Assessment 1 fee rate to six decimal places. As noted 
above and in File No. SR-FINRA-2024-013, CAT LLC determined to use six 
decimal places for the Historical CAT Assessment 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 Historical CAT Cost Recovery Assessment 1.
---------------------------------------------------------------------------

    \45\ See supra note 26 and accompanying text.
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    From June 2023 through May 2024, the average monthly executed 
equivalent share volume in Eligible Securities where FINRA is the 
relevant Participant was approximately 104.7 billion shares. Assuming 
similar trading volumes, under Historical CAT Cost Recovery Assessment 
1, FINRA would recover its portion of the Participants' assessed share 
of Historical CAT Costs 1 within approximately four months.\46\ Given 
the relatively modest fee rate and amount to be recovered, the expected 
four-month recovery period is fair, reasonable, and equitable, and will 
allow FINRA to recover its costs in a relatively short timeframe 
without imposing significant additional financial or compliance burdens 
on members.
---------------------------------------------------------------------------

    \46\ See supra note 27.
---------------------------------------------------------------------------

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 
\47\ 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 Historical CAT Cost Recovery 
Assessment 1 is designed to assist FINRA in meeting its regulatory 
obligations pursuant to the Plan.
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78o-3(b)(9).
---------------------------------------------------------------------------

    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.\48\ 
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.\49\ Based on this analysis, 
the SEC approved the CAT Funding Model as compliant with the Exchange 
Act. The Historical CAT Cost Recovery Assessment 1 fee framework is 
generally consistent with the fee framework of the CAT Funding Model, 
as approved by the SEC.
---------------------------------------------------------------------------

    \48\ See CAT Funding Model Approval Order, 88 FR 62628, 62678-
86.
    \49\ See supra note 48.
---------------------------------------------------------------------------

    As discussed in File No. SR-FINRA-2024-013, each of the inputs into 
the calculation of Historical CAT Assessment 1 is reasonable and the 
resulting fee rate for Historical CAT Assessment 1 is reasonable. 
Therefore, Historical CAT Cost Recovery Assessment 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 
Historical CAT Costs 1'' section, FINRA is filing a proposed rule 
change to establish Historical CAT Cost Recovery Assessment 1 to 
recover its designated portion of the Participants' share of Historical 
CAT Costs 1. FINRA intends that the fee framework and timeline for 
Historical CAT Cost Recovery Assessment 1 generally correspond to the 
fee framework and timeline put in place by CAT LLC with respect to 
Historical CAT Costs 1, as provided for in File No. SR-FINRA-2024-013 
and as discussed above.
Economic Baseline
    Also, as discussed above under the ``FINRA's Designated Portion of 
Historical CAT Costs 1'' section, FINRA arrived at the fee rate for 
Historical CAT Cost Recovery Assessment 1 by dividing by two the fee 
rate assessed to the Participants in connection with the implementation 
of Historical CAT Costs 1, i.e., $0.000013 per executed equivalent 
share, and rounding the result to six decimal places.\50\
---------------------------------------------------------------------------

    \50\ See also File No. SR-FINRA-2024-013.
---------------------------------------------------------------------------

    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.\51\ The top 50 MPIDs by

[[Page 77564]]

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.
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    \51\ 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 to recover its designated portion of the 
Participants' share of Historical CAT Costs 1 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 Historical CAT Assessment 1 (rounded to six decimal places) to 
each of the CEBB and CEBS for transactions where FINRA is the relevant 
Participant.\52\ With regard to off-exchange transactions in Eligible 
Securities, generally the same members that will be assessed Historical 
CAT Cost Recovery Assessment 1 will also be assessed Historical CAT 
Assessment 1. Therefore, FINRA's proposed approach in recovering its 
designated portion of Historical CAT Costs 1 should reduce potential 
complexity in connection with the fee and billing structure for 
Historical CAT Cost Recovery Assessment 1. The recovery period for 
FINRA's portion of the share of Historical CAT Costs 1 is expected to 
be four months, which is shorter than the Historical Recovery Period 
for the two-thirds portion of Historical CAT Costs 1 assessed to 
Industry Members.\53\
---------------------------------------------------------------------------

    \52\ See CAT Funding Model Approval Order, 88 FR 62628; See also 
File No. SR-FINRA-2024-013.
    \53\ See File No. SR-FINRA-2024-013.
---------------------------------------------------------------------------

    Where CEBBs and CEBSs choose to pass Historical CAT Cost Recovery 
Assessment 1 on to customers, some customers could attempt to avoid 
incurring this temporary cost by delaying trades until after FINRA's 
contribution to the Participants' share of Historical CAT Costs 1 is 
paid. FINRA believes this is an unlikely outcome because this fee is 
only one part of a trader's decision regarding whether and where to 
trade. In addition, as the Historical CAT Cost Recovery Assessment 1 
recovery period is dependent on the level of trading activity, delaying 
trading may only serve to lengthen the recovery period. However, 
traders that do trade during the recovery period may incur relatively 
more costs than those that trade after the recovery period has ended.
    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.\54\ However, we do not know whether 
or to what extent (or how) the exchanges may seek to recover their 
portion of the Historical CAT Costs 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.
---------------------------------------------------------------------------

    \54\ See supra note 52 at 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 \55\ and Rule 19b-4(f)(2) 
thereunder,\56\ because it establishes or changes a due, or fee.
---------------------------------------------------------------------------

    \55\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \56\ 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. 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#0c7e796069216f6361616962787f4c7f696f226b637a"><span class="__cf_email__" data-cfemail="b1c3c4ddd49cd2dedcdcd4dfc5c2f1c2d4d29fd6dec7">[email protected]</span></a>. Please include 
file number SR-FINRA-2024-014 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-2024-014. 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-2024-014 and 
should be submitted on or before October 15, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\57\
---------------------------------------------------------------------------

    \57\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-21625 Filed 9-20-24; 8:45 am]
BILLING CODE 8011-01-P


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