Federal Register / Vol. 87, No. 41 / Wednesday, March 2, 2022 / Notices 11755 

64 17 CFR 200.30–3(a)(85). 

1See Letter from Robert Books, Chair, UTP 

Operating Committee, to Vanessa Countryman, 

Secretary, Commission (Nov. 5, 2021). 

2The Participants are: Cboe BYX Exchange, Inc., 

Cboe BZX Exchange, Inc., Cboe EDGA Exchange, 

Inc., Cboe EDGX Exchange, Inc., Cboe Exchange, 

Inc., Financial Industry Regulatory Authority, Inc., 

The Investors’ Exchange LLC, Long-Term Stock 

Exchange, Inc., MEMX LLC, MIAX PEARL, LLC, 

Nasdaq BX, Inc., Nasdaq ISE, LLC, Nasdaq PHLX, 

Inc., The Nasdaq Stock Market LLC, New York 

Stock Exchange LLC, NYSE American LLC, NYSE 

Arca, Inc., NYSE Chicago, Inc., and NYSE National, 

Inc. (collectively, the ‘‘Participants’’). 

3The Plan governs the collection, processing, and 

dissemination on a consolidated basis of quotation 

information and transaction reports in Eligible 

Securities for its Participants. The Plan serves as the 

required transaction reporting plan for its 

Participants, which is a prerequisite for their 

trading Eligible Securities. See Securities Exchange 

Act Release No. 55647 (Apr. 19, 2007), 72 FR 20891 

(Apr. 26, 2007). 

4 15 U.S.C 78k–1. 

5 17 CFR 242.608. 

6See Securities Exchange Act Release No. 90610, 

86 FR 18596 (Apr. 9, 2021) (File No. S7–03–20) 

(‘‘MDI Rules Release’’). 

7See Securities Exchange Act Release No. 93620 

(Nov. 19, 2021), 86 FR 67541 (Nov. 26, 2021) 

Continued 

operation of the Consolidated Tape 

System and Consolidated Quotation 

System; and (iv) references to contracts 

with Vendors and Subscribers. Do 

commenters believe that the Proposed 

Amendments should be modified with 

respect to any of these provisions in 

light of the decentralized consolidation 

model required by the MDI Rules? 

8. What are commenters’ views on the 

following sections of the Proposed 

Amendments in light of the 

decentralized consolidation model: (i) 

CTA Plan: Parties, Administration of the 

CTA Plan, Potential Conflicts of Interest, 

The Processor and Competing 

Consolidators, Consolidated Tape, 

Collection and Reporting of Last Sale 

Data, Receipt and Use of CTA 

Information, Operational Matters, 

Financial Matters, Concurrent Use of 

Facilities, (ii) CQ Plan: Administration 

of this CQ Plan, The Processor and 

Competing Consolidators, Collection 

and Reporting of Quotation Information, 

Receipt and Use of Quotation 

Information, Operational Matters, 

Financial Matters, Concurrent Use of 

Facilities. Do commenters believe that 

the Proposed Amendments should be 

modified with respect to any of these 

sections, or any other section, in light of 

the decentralized consolidation model 

required by the MDI Rules? If so, please 

describe how the Proposed 

Amendments should be modified in 

light of the decentralized consolidation 

model required by the MDI Rules. 

9. Do commenters have views about 

any other aspect of the Proposed 

Amendments? Do commenters believe 

that the Proposed Amendments should 

be modified in any other way to be 

consistent with the MDI Rules or the 

MDI Rules Release? 

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by March 23, 2022. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by April 6, 2022. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File No. SR– 

CTA/CQ–2021–02 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to: Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File No. 

SR–CTA/CQ–2021–02. This file number 

should be included on the subject line 

if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the 

Participants’ principal offices. All 

comments received will be posted 

without change. Persons submitting 

comments are cautioned that we do not 

redact or edit personal identifying 

information from comment submissions. 

You should submit only information 

that you wish to make available 

publicly. All submissions should refer 

to File Number File No. SR–CTA/CQ– 

2021–02 and should be submitted on or 

before March 23, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.64

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–04335 Filed 3–1–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94308; File No. S7–24–89] 

Joint Industry Plan; Order Instituting 

Proceedings To Determine Whether To 

Approve or Disapprove the Fifty-First 

Amendment to the Joint SelfRegulatory Organization Plan 

Governing the Collection, 

Consolidation and Dissemination of 

Quotation and Transaction Information 

for Nasdaq-Listed Securities Traded on 

Exchanges on an Unlisted Trading 

Privileges Basis 

February 24, 2022. 

I. Introduction 

On November 5, 2021,1 the 

Participants 2 in the Joint SelfRegulatory Organization Plan Governing 

the Collection, Consolidation and 

Dissemination of Quotation and 

Transaction Information for NasdaqListed Securities Traded on Exchanges 

on an Unlisted Trading Privileges Basis 

(‘‘UTP Plan’’ or ‘‘Plan’’) 3 filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

11A of the Securities Exchange Act of 

1934 (‘‘Act’’) 4 and Rule 608 of 

Regulation National Market System 

(‘‘NMS’’) thereunder,5 a proposal (the 

‘‘Proposed Amendment’’) to amend the 

UTP Plan to implement the non-feerelated aspects of the Commission’s 

Market Data Infrastructure Rules (‘‘MDI 

Rules’’).6 The Proposed Amendment 

was published for comment in the 

Federal Register on November 26, 

2021.7


lotter on DSK11XQN23PROD with NOTICES1
11756 Federal Register / Vol. 87, No. 41 / Wednesday, March 2, 2022 / Notices 

(‘‘Notice’’). Comments received in response to the 

Notice can be found on the Commission’s website 

at https://www.sec.gov/comments/s7-24-89/ 

s72489.htm. 

8 17 CFR 242.608(b)(2)(i). 

9The full text of the Proposed Amendment 

appears as Attachment A to the Notice. See Notice, 

supra note 7, 86 FR at 67543–55. 

10 17 CFR 242.614(e). The Participants have 

submitted a separate amendment to implement the 

fee-related aspects of the MDI Rules. See Securities 

Exchange Act Release No. 93618 (Nov. 19, 2021), 

86 FR 67562 (Nov. 26, 2021) (File No. S7–24–89). 

11See Notice, supra note 7, 86 FR at 67541. The 

Commission notes that the Proposed Amendment 

deletes a definition of ‘‘Primary Listing Market’’ 

from former Section X. (Section XI., as proposed), 

Regulatory and Operational Halts. 

12See Notice, supra note 7, 86 FR at 67541. 

13The Commission notes that under the 

decentralized consolidation model, the Operating 

Committee would no longer oversee the 

consolidation of data by the Processor, but rather 

the provision of data underlying consolidated 

market data to competing consolidators and selfaggregators. See Rule 603(b), 17 CFR 242.603(b); 

Rule 614(e)(1), 17 CFR 242.614(e)(1). See also MDI 

Rules Release, supra note 6, 86 FR at 18682. 

14See Notice, supra note 7, 86 FR at 67541. 

This order institutes proceedings, 

under Rule 608(b)(2)(i) of Regulation 

NMS,8 to determine whether to approve 

or disapprove the Proposed Amendment 

or to approve the Proposed Amendment 

with any changes or subject to any 

conditions the Commission deems 

necessary or appropriate after 

considering public comment. 

II. Summary of the Proposed 

Amendment 9

The Participants propose to amend 

the Plan to comply with Rule 614 of the 

MDI Rules. Rule 614(e) requires 

participants to the effective national 

market system plan(s) for NMS stocks to 

file by November 5, 2021, an 

amendment with the Commission that 

includes each of the requirements of 

Rule 614(e)(1)–(5).10

Specifically, Rule 614(e)(1) requires 

the amendment to conform the effective 

national market system plan(s) for NMS 

stocks to reflect the provision of 

information with respect to quotations 

for and transactions in NMS stocks that 

is necessary to generate consolidated 

market data by the national securities 

exchange and national securities 

association participants to competing 

consolidators and self-aggregators. 

Rule 614(e)(2) requires the 

amendment to include the application 

of timestamps by the national securities 

exchange and national securities 

association participants on all 

information with respect to quotations 

for and transactions in NMS stocks that 

is necessary to generate consolidated 

market data, including the time that 

such information was generated as 

applicable by the national securities 

exchange or national securities 

association and the time the national 

securities exchange or national 

securities association made such 

information available to competing 

consolidators and self-aggregators. 

Rule 614(e)(3) requires the 

amendment to include assessments of 

competing consolidator performance, 

including speed, reliability, and cost of 

data provision and the provision of an 

annual report of such assessment to the 

Commission. 

Rule 614(e)(4) requires the 

amendment to include the development, 

maintenance and publication of a list 

that identifies the primary listing 

exchange for each NMS stock. 

Rule 614(e)(5) requires the 

amendment to include the calculation 

and publication on a monthly basis of 

consolidated market data gross revenues 

for NMS stocks as specified by (i) listed 

on the NYSE; (ii) listed on Nasdaq; and 

(iii) listed on exchanges other than 

NYSE or Nasdaq. 

The following is a summary of the 

changes proposed to be made to the 

Plan by the Proposed Amendment. 

Section III. Definitions 

Under the Proposed Amendment, the 

Plan would include the following new 

provision: ‘‘Terms used in this plan 

have the same meaning as the terms are 

defined in Rule 600(b) under the Act.’’ 

The Proposed Amendment amends 

the definitions of ‘‘News Service,’’ 

‘‘Subscriber,’’ and ‘‘Vendor’’ to add 

competing consolidators as a source of 

Transaction Reports and Quotation 

Information. 

The Proposed Amendment adds a 

definition of ‘‘Primary Listing 

Exchange,’’ which means ‘‘the national 

securities exchange on which an 

Eligible Security is listed.’’ The 

proposed definition further states, ‘‘[i]f 

an Eligible Security is listed on more 

than one national securities exchange, 

Primary Listing Exchange means the 

exchange on which the security has 

been listed the longest.’’ The 

Participants explain that this definition 

is being added to comply with the 

requirements of the MDI Rules and to 

replace the definition of ‘‘Listing 

Market.’’ 11

The Proposed Amendment amends 

the definition of ‘‘Quotation 

Information’’ to define it as ‘‘all 

information with respect to quotations 

for Eligible Securities required to be 

collected and made available to the 

Processor, Competing Consolidators, 

and Self-Aggregators pursuant to this 

Plan, including all data necessary to 

generate consolidated market data.’’ 

Similarly, the Proposed Amendment 

amends the definition of ‘‘Transaction 

Reports’’ to mean ‘‘all information with 

respect to transactions in Eligible 

Securities required to be collected and 

made available to the Processor, 

Competing Consolidators, and SelfAggregators pursuant to this Plan, 

including all data necessary to generate 

consolidated market data.’’ The 

Participants explain that these 

amendments are intended to track the 

MDI Rules more closely.12

Section IV. Administration of Plan 

The Proposed Amendment amends 

Section IV.B., Operating Committee: 

Authority, to add references to 

competing consolidators and selfaggregators. Specifically, the Proposed 

Amendment states that the Operating 

Committee shall be responsible for 

overseeing the consolidation 13 of 

Quotation Information and Transaction 

Reports in Eligible Securities from the 

Participants for dissemination to 

competing consolidators and selfaggregators, among other entities; that 

the Operating Committee shall be 

responsible for periodically evaluating 

the Processor and competing 

consolidators; and that the Operating 

Committee shall be responsible for 

setting the level of fees to be paid by 

competing consolidators and selfaggregators, among other entities, for 

services relating to Quotation 

Information or Transaction Reports in 

Eligible Securities, and for taking action 

in respect thereto in accordance with 

the Plan. 

The Proposed Amendment also 

amends Section IV.B. to require the 

Operating Committee to publish on the 

Plan’s website the Primary Listing 

Exchange for each Eligible Security, and 

to calculate and publish, on a monthly 

basis, consolidated market data gross 

revenues for Eligible Securities. The 

Participants explain that these 

amendments are intended to comply 

with Rule 614(e)(4) and Rule 

614(e)(5)(ii).14

Section VII. Administrative Functions 

The Proposed Amendment amends 

this section by deleting references to the 

Processor. Additionally, under the 

Proposed Amendment, the 

Administrator, not the Processor, shall 

be responsible for carrying out all 

administrative functions necessary to 

the operation and maintenance of the 

consolidated information collection and 

dissemination system provided for in 

the Plan. The Participants explain that 

the Administrative Functions described 


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15See Notice, supra note 7, 86 FR at 67541. 

16As a result of this addition, the Proposed 

Amendment renumbers the remaining sections of 

the Plan. 

17See Notice, supra note 7, 86 FR at 67541. 

18 17 CFR 242.614(d)(5). 

19 Id. 

20See Notice, supra note 7, 86 FR at 67541–42. 

21 17 CFR 242.603(b). 

22See Notice, supra note 7, 86 FR at 67542. The 

Commission notes that the Participants state that 

the Proposed Amendment amends Section IX.B., 

Transaction Reports, to add the requirement that 

each Participant agrees to collect and transmit to 

competing consolidators and self-aggregators all 

transaction reports required to be made available 

pursuant to Rule 603(b) of Regulation NMS; 

however, the Proposed Amendment does not 

actually propose to make this change to the text of 

the Plan. See Notice, supra note 7, 86 FR at 67550. 

See also infra Section V, Commission’s Solicitation 

of Comments, Request for Comment #8. 

in the section are more appropriately 

ascribed to the Administrator.15

Section VIII. Evaluation of Competing 

Consolidators 

The Proposed Amendment adds new 

Section VIII to require the Operating 

Committee to assess the performance of 

competing consolidators and to submit 

an annual report to the Commission 

containing the assessment.16 The 

Proposed Amendment requires this 

annual report to include an analysis 

with respect to competing consolidators’ 

speed, reliability, and cost of data 

provision. The Participants explain that 

these changes are intended to comply 

with the requirements of Rule 

614(e)(3).17

In addition, the Proposed Amendment 

requires the Operating Committee, in 

conducting the analysis, to review the 

monthly performance metrics to be 

published by competing consolidators 

pursuant to Rule 614(d)(5).18 Rule 

614(d)(5) requires competing 

consolidators to publish on their 

websites monthly performance metrics 

as defined by the effective national 

market system plan(s) for NMS stocks.19

The Proposed Amendment adds the 

following monthly performance metrics 

to this section: 

A. Capacity statistics, including 

system tested capacity, system output 

capacity, total transaction capacity, and 

total transaction peak capacity; 

B. Message rate and total statistics, 

including peak output rates on the 

following bases: 1-millisecond, 10- 

millisecond, 100-millisecond, 500- 

millisecond, 1-second, and 5-second; 

C. System availability statistics, 

including system up-time percentage 

and cumulative amount of outage time; 

D. Network delay statistics, including 

quote and trade zero window size 

events, quote and trade retransmit 

events, and quote and trade message 

total; and 

E. Latency statistics, including 

distribution statistics up to the 99.99th 

percentile, for the following: 

1. When a Participant sends an 

inbound message to a competing 

consolidator and when the competing 

consolidator receives the inbound 

message; 

2. When the competing consolidator 

receives the inbound message and when 

the competing consolidator sends the 

corresponding consolidated message to 

a customer of the competing 

consolidator; and 

3. When a Participant sends an 

inbound message to a competing 

consolidator and when the competing 

consolidator sends the corresponding 

consolidated message to a customer of 

the competing consolidator. 

The Participants explain that they 

have proposed to amend Section VIII to 

define the monthly performance metrics 

in accordance with Rule 614(d)(5).20

Section IX. (Previously Section VIII.) 

Transmission of Information to 

Processor, Competing Consolidators, 

and Self-Aggregators by Participants 

The Proposed Amendment amends 

Section IX.A., Quotation Information, to 

add the requirement that each 

Participant collect and transmit to 

competing consolidators and selfaggregators all quotation information 

required to be made available by such 

Participant by Rule 603(b) of Regulation 

NMS,21 including all data necessary to 

generate consolidated market data. 

Additionally, the Proposed Amendment 

requires each Participant to make 

available quotation information, and 

changes in any such information, to 

competing consolidators and selfaggregators in the same manner and 

using the same methods, including all 

methods of access and the same format, 

as such Participant makes available any 

information with respect to quotations 

for and transactions in NMS stocks to 

any person. 

In addition, under the Proposed 

Amendment, each bid and offer with 

respect to an Eligible Security furnished 

to competing consolidators and selfaggregators by any Participant pursuant 

to the Plan would be accompanied by 

the time (reported in microseconds) the 

Participant made such bid and offer 

available to Competing Consolidators 

and Self Aggregators. With respect to 

FINRA, the Proposed Amendment states 

that if FINRA’s quotation facility 

provides a proprietary feed of its 

quotation information, then the 

quotation facility shall also furnish the 

Processor, competing consolidators, and 

self-aggregators with the time of the 

quotation as published on the quotation 

facility’s proprietary feed, and that 

FINRA shall convert any quotation 

times reported to it in seconds or 

milliseconds to microseconds and shall 

furnish such times to the Processor, 

competing consolidators, and selfaggregators in microseconds. 

Similarly, the Proposed Amendment 

amends Section IX.B., Transaction 

Reports, to require each Participant to 

make available Transaction Reports to 

competing consolidators and selfaggregators in the same manner and 

using the same methods, including all 

methods of access and the same format, 

as such Participant makes available any 

information with respect to quotations 

for and transactions in NMS stocks to 

any person. 

The Proposed Amendment also 

amends Section IX.B. to require 

Transaction Reports to competing 

consolidators and self-aggregators to 

include the time (in microseconds) that 

the Participant made such information 

available to competing consolidators 

and self-aggregators. With respect to 

FINRA, the Proposed Amendment states 

that if FINRA’s trade reporting facility 

provides a proprietary feed of trades 

reported by the trade reporting facility 

to the Processor, competing 

consolidators and self-aggregators, then 

the FINRA trade reporting facility shall 

also furnish the Processor with the time 

of the transmission as published on the 

facility’s proprietary feed. Additionally, 

the Proposed Amendment requires 

FINRA to convert times that its 

members report to it in seconds or 

milliseconds to microseconds and to 

furnish such times to the Processor, 

Competing Consolidators, and SelfAggregators in microseconds. The 

Participants state that the amendments 

to Sections IX.A. and IX.B. are designed 

to comply with the requirements of Rule 

614(e)(1) and (2).22

The Proposed Amendment also 

deletes the following statement from 

Section IX.B.: ‘‘The Participants shall 

seek to reduce the time period for 

reporting last sale prices to the 

Processor as conditions warrant.’’ 

In addition, Section IX.B. currently 

includes a list of types of transactions 

that are not required to be reported to 

the Processor pursuant to the Plan. The 

Proposed Amendment adds competing 

consolidators and self-aggregators as 

entities to which these types of 

transactions are not required to be 

reported. 

Finally, the Proposed Amendment 

amends Section IX.D. to include 

references to competing consolidators 


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11758 Federal Register / Vol. 87, No. 41 / Wednesday, March 2, 2022 / Notices 

23The Commission notes that the Proposed 

Amendment does not replace a reference to Primary 

Listing Market in the definition of ‘‘Regulatory 

Halt’’ in this section. 24See Notice, supra note 7, 86 FR at 67542. 25See id. 

26See Notice, supra note 7, 86 FR at 67542. 

27See Notice, supra note 7, 86 FR at 67542. 

and self-aggregators. Section IX.D., as 

amended would read: ‘‘Whenever a 

Participant determines that a level of 

trading activity or other unusual market 

conditions prevent it from collecting 

and transmitting Quotation Information 

or Transaction Reports to the Processor, 

Competing Consolidators, and SelfAggregators, or where a trading halt or 

suspension in an Eligible Security is in 

effect in its Market, the Participant shall 

promptly notify the Processor, 

Competing Consolidators, and SelfAggregators of such condition or event 

and shall resume collecting and 

transmitting Quotation Information and 

Transaction Reports to it as soon as the 

condition or event is terminated. In the 

event of a system malfunction resulting 

in the inability of a Participant or its 

members to transmit Quotation 

Information or Transaction Reports to 

the Processor, Competing Consolidators, 

and Self-Aggregators, the Participant 

shall promptly notify the Processor, 

Competing Consolidators, and SelfAggregators of such event or condition. 

Upon receiving such notification, the 

Processor shall take appropriate action, 

including either closing the quotation or 

purging the system of the affected 

quotations.’’ 

Section XI. (Previously Section X.) 

Regulatory and Operational Halts 

The Proposed Amendment revises 

this section to delete the definition of 

‘‘Primary Listing Market’’ from Section 

XI.A., Definitions for Purposes of 

Section XI. The Proposed Amendment 

also replaces references to ‘‘Primary 

Listing Market’’ with ‘‘Primary Listing 

Exchange’’ throughout Section XI.23 The 

Participants state that this change would 

align the text of the Plan with 

terminology in the MDI Rules.24

The Proposed Amendment amends 

Section XI.B., Operational Halts, to state 

that competing consolidators and selfaggregators shall be notified by a 

Participant if that Participant has 

concerns about its ability to collect and 

transmit Quotation Information or 

Transaction Reports, or where it has 

declared an Operational Halt or 

suspension of trading in one or more 

Eligible Securities, pursuant to the 

procedures adopted by the Operating 

Committee. Similarly, the Proposed 

Amendment amends Section XI.H., 

Communications, to state that if a 

Primary Listing Exchange for an Eligible 

Security determines it appropriate to 

initiate a Regulatory Halt, it will notify 

competing consolidators and selfaggregators of such Regulatory Halt as 

well as provide notice that a Regulatory 

Halt has been lifted using such 

protocols and other emergency 

procedures as may be mutually agreed 

to between the Operating Committee 

and the Primary Listing Exchange. The 

Participants state that these changes are 

consistent with Rule 614(e)(1) and 

would ensure that competing 

consolidators and self-aggregators are 

notified of information related to 

Regulatory and Operational Halts and 

that competing consolidators can 

disseminate this information to their 

customers.25

Section XII. (Previously Section XI.) 

Hours of Operation 

The Proposed Amendment amends 

Section XII.B.(ii) and (iii) to add 

references to competing consolidators 

and self-aggregators. Specifically, with 

respect to the reporting obligations of 

Participants, proposed Section XII.B.(ii) 

provides that transactions in Eligible 

Securities executed after 8:00 p.m. and 

before 12:00 a.m. (midnight) shall be 

reported to the Processor, competing 

consolidators, and self-aggregators 

between the hours of 4:00 a.m. and 8:00 

p.m. ET on the next business day (T+1), 

and shall be designated ‘‘as/of’’ trades to 

denote their execution on a prior day, 

and be accompanied by the time of 

execution. And proposed Section 

XII.B.(iii) provides that transactions in 

Eligible Securities executed between 

12:00 a.m. (midnight) and 4:00 a.m. ET 

shall be transmitted to the Processor, 

competing consolidators, and selfaggregators between 4:00 a.m. and 9:30 

a.m. ET, on trade date, shall be 

designated as ‘‘.T’’ trades to denote their 

execution outside normal market hours, 

and shall be accompanied by the time 

of execution. 

The Proposed Amendment also 

amends Section XII.D. to require 

Participants that enter Quotation 

Information or submit Transaction 

Reports to competing consolidators and 

self-aggregators between 4:00 a.m. and 

9:30 a.m. ET, and after 4:00 p.m. ET 

until 8:00 p.m. ET, to do so for all 

Eligible Securities in which they enter 

quotations. 

Section XIV. (Previously Section XIII.) 

Financial Matters 

The Proposed Amendment amends 

Section XIV.C., Maintenance of 

Financial Records, by replacing 

references to the Processor with 

references to the Administrator. The 

Participants explain that the 

responsibilities described in that section 

are more appropriately ascribed to the 

Administrator.26

Section XV. (Previously Section XIV.) 

Indemnification 

The Proposed Amendment amends 

this section to add references to 

Competing Consolidators and SelfAggregators and to remove a reference to 

Vendors as a recipient of Transaction 

Reports, Quotation Information, or other 

information disseminated by the 

Processor. Specifically, the first 

paragraph in this section now states: 

‘‘Each Participant agrees, severally and 

not jointly, to indemnify and hold 

harmless each other Participant, 

Nasdaq, and each of its directors, 

officers, employees and agents 

(including the Operating Committee and 

its employees and agents) from and 

against any and all loss, liability, claim, 

damage and expense whatsoever 

incurred or threatened against such 

persons as a result of any Transaction 

Reports, Quotation Information or other 

information reported to the Processor, 

Competing Consolidators, and SelfAggregators by such Participant and 

disseminated by the Processor, 

Competing Consolidators, and SelfAggregators. This indemnity agreement 

shall be in addition to any liability that 

the indemnifying Participant may 

otherwise have.’’ 

Section XVIII. (Previously Section XVII.) 

Applicability of Securities Exchange Act 

of 1934 

The Proposed Amendment amends 

this section to include Competing 

Consolidators and Self-Aggregators as 

subject to any applicable provisions of 

the Act, as amended, and any rules and 

regulations promulgated thereunder. 

Section XIX. (Previously Section XVIII.) 

Operational Issues 

The Proposed Amendment amends 

Section XIX.A. to include references to 

Competing Consolidators and SelfAggregators to require each Participant 

to collect and validate quotes and last 

sale reports within its own system prior 

to transmitting this data to Competing 

Consolidators and Self-Aggregators. 

Section XXI. Depth of Book Display 

The Proposed Amendment deletes 

this section. The Participants explain 

that this provision is obsolete given the 

MDI Rules.27


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28See Letters to Vanessa Countryman, Secretary, 

Commission, from Ellen Greene, Managing Director, 

Equity and Options Market Structure, and William 

C. Thum, Managing Director and Associate General 

Counsel, Asset Management Group, Securities 

Industry and Financial Markets Association (Dec. 

17, 2021) (‘‘SIFMA Letter’’); from Patrick Flannery, 

Chief Executive Officer, MayStreet, to Vanessa 

Countryman, Secretary, Commission (Dec. 17, 2021) 

(‘‘MayStreet Letter’’). 

29SIFMA Letter, supra note 28, at 1, 8; MayStreet 

Letter, supra note 28, at 1. The Commission notes 

that the comment letters submitted by these 

commenters address both the Proposed Amendment 

and similar proposed amendments to the Second 

Restatement of the Consolidated Tape Association 

(‘‘CTA’’) Plan and Restated Consolidated Quotation 

(‘‘CQ’’) Plan (collectively ‘‘CTA/CQ Plan’’). See 

Securities Exchange Act Release No. 93615 (Nov. 

19, 2021), 86 FR 67800 (Nov. 29, 2021). 

30SIFMA Letter, supra note 28, at 8. 

31MayStreet Letter, supra note 28, at 3. 

32See id. 

33See id. at 4. 

34See id. 

35See id. at 3. 

36 17 CFR 242.608. 

37 17 CFR 201.700. 

38See 17 CFR 242.608(b)(2). 

39See id. 

40 17 CFR 242.608(b)(2)(i). See also Commission 

Rule of Practice 700(b)(2), 17 CFR 201.700(b)(2). 

41See MDI Rules Release, supra note 10. 

42See 17 CFR 242.608(b)(2). 

43See id. 

44 15 U.S.C. 78k–1(a)(1)(C)(iii). 

45See 15 U.S.C. 78k–1(c)(1)(B). 

46 17 CFR 201.700(b)(3)(ii). 

III. Summary of Comments 

In response to the Notice, the 

Commission received two comments on 

the Proposed Amendment.28 Generally, 

both commenters oppose the Proposed 

Amendment and recommend that the 

Commission disapprove it.29

Both commenters argue that the 

Proposed Amendment contains 

provisions that would be irrelevant 

under the decentralized consolidation 

model. Specifically, one commenter 

states that the Proposed Amendment 

appears to continue to contain the 

concept of a single processor in 

contravention of the MDI Rules 

Release.30 The other commenter argues 

that under the MDI Rule, only 

competing consolidators would sell 

consolidated market data to vendors and 

subscribers. Therefore, this commenter 

does not believe the sections of the 

Proposed Amendment that discuss 

vendors’ and subscribers’ contractual 

relationships with the Plan are 

relevant.31 The commenter recommends 

that these provisions be removed or 

altered to reflect that the Plan no longer 

has agreements with vendors and end 

users and instead will have agreements 

with competing consolidators and selfaggregators related specifically to the 

cost of content underlying the market 

data.32

Separately, one commenter argues 

that validation procedures between 

competing consolidators and 

Participants should be similar to those 

between the current Processor and the 

Participants.33 While this commenter 

acknowledges that the validation 

process for competing consolidators and 

Participants may differ from the current 

Processor validation process, the 

commenter believes that establishing 

validation procedures with the new 

competing consolidators that would be 

consistent across SROs is a prudent 

measure for ensuring data quality.34

Finally, the commenter also believes 

that the Participants’ description of 

services offered by the current plans for 

equity market data have confused the 

underlying content of consolidated 

market data and the consolidated 

market data itself.35

IV. Proceedings To Determine Whether 

To Approve or Disapprove the 

Proposed Amendment 

The Commission is instituting 

proceedings pursuant to Rule 

608(b)(2)(i) of Regulation NMS,36 and 

Rule 700 of the Commission’s Rules of 

Practice,37 to determine whether to 

approve or disapprove the Proposed 

Amendment or to approve the Proposed 

Amendment with any changes or 

subject to any conditions the 

Commission deems necessary or 

appropriate after considering public 

comment. Institution of proceedings 

does not indicate that the Commission 

has reached any conclusions with 

respect to any of the issues involved. 

Rather, the Commission seeks and 

encourages interested persons to 

provide additional comment on the 

Proposed Amendment to inform the 

Commission’s analysis. 

Rule 608(b)(2) of Regulation NMS 

provides that the Commission ‘‘shall 

approve a . . . proposed amendment to 

a national market system plan, with 

such changes or subject to such 

conditions as the Commission may 

deem necessary or appropriate, if it 

finds that such . . . amendment is 

necessary or appropriate in the public 

interest, for the protection of investors 

and the maintenance of fair and orderly 

markets, to remove impediments to, and 

perfect the mechanisms of, a national 

market system, or otherwise in 

furtherance of the purposes of the 

Act.’’ 38 Rule 608(b)(2) further provides 

that the Commission shall disapprove a 

proposed amendment if it does not 

make such a finding.39 Pursuant to Rule 

608(b)(2)(i) of Regulation NMS,40 the 

Commission is providing notice of the 

grounds for disapproval under 

consideration: 

• Whether the Proposed Amendment 

is consistent with the Commission’s 

MDI Rules as outlined in Rule 614(e); 41

• Whether, consistent with Rule 608 

of Regulation NMS, the Proposed 

Amendment is necessary or appropriate 

in the public interest, for the protection 

of investors and the maintenance of fair 

and orderly markets, to remove 

impediments to, and perfect the 

mechanisms of, a national market 

system, or otherwise in furtherance of 

the purposes of the Act; 42

• Whether consistent with Rule 

603(a) of Regulation NMS, the Proposed 

Amendment provides for the 

distribution of information with respect 

to quotations for and transactions in 

NMS stocks on terms that are fair and 

reasonable and not unreasonably 

discriminatory; 

• Whether modifications to the 

Proposed Amendment, or conditions to 

its approval, would be required to make 

the Proposed Amendment necessary or 

appropriate in the public interest, for 

the protection of investors and the 

maintenance of fair and orderly markets, 

to remove impediments to, and perfect 

the mechanisms of, a national market 

system, or otherwise in furtherance of 

the purposes of the Act; 43

• Whether the Proposed Amendment 

is consistent with Congress’s finding, in 

Section 11A(1)(C)(iii) of the Act, that it 

is in the public interest and appropriate 

for the protection of investors and the 

maintenance of fair and orderly markets 

to ensure ‘‘the availability to brokers, 

dealers, and investors of information 

with respect to quotations for and 

transactions in securities;’’ 44 and 

• Whether, consistent with the 

purposes of Section 11A(c)(1)(B) of the 

Act,45 the Proposed Amendment’s 

provisions are drafted to support the 

prompt, accurate, reliable, and fair 

collection, processing, distribution, and 

publication of information with respect 

to quotations for and transactions in 

NMS securities, and the fairness and 

usefulness of the form and content of 

such information. 

Under the Commission’s Rules of 

Practice, the ‘‘burden to demonstrate 

that a NMS plan filing is consistent with 

the Exchange Act and the rules and 

regulations issued thereunder . . . is on 

the plan participants that filed the NMS 

plan filing.’’ 46 The description of the 

NMS plan filing, its purpose and 

operation, its effect, and a legal analysis 

of its consistency with applicable 

requirements must all be sufficiently 

detailed and specific to support an 


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47See id. 

48 Id. 

49 17 CFR 242.608(b)(2)(i). 

50Rule 700(c)(ii) of the Commission’s Rules of 

Practice provides that ‘‘[t]he Commission, in its sole 

discretion, may determine whether any issues 

relevant to approval or disapproval would be 

facilitated by the opportunity for an oral 

presentation of views.’’ 17 CFR 201.700(c)(ii). 

51See Notice, supra note 7. 

52See MDI Rules Release, supra note 6, at Section 

III.H.2., 86 FR at 18698–701. 

affirmative Commission finding.47 Any 

failure of the plan participants that filed 

the NMS plan filing to provide such 

detail and specificity may result in the 

Commission not having a sufficient 

basis to make an affirmative finding that 

the NMS plan filing is consistent with 

the Act and the applicable rules and 

regulations thereunder.48

V. Commission’s Solicitation of 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with Section 11A 

or any other provision of the Act, or the 

rules and regulations thereunder. 

Although there do not appear to be any 

issues relevant to approval or 

disapproval that would be facilitated by 

an oral presentation of views, data, and 

arguments, the Commission will 

consider, pursuant to Rule 608(b)(2)(i) 

of Regulation NMS,49 any request for an 

opportunity to make an oral 

presentation.50 The Commission asks 

that commenters address the sufficiency 

and merit of the Participants’ statements 

in support of the Proposed 

Amendment,51 in addition to any other 

comments they may wish to submit 

about the Proposed Amendment. In 

particular, the Commission seeks 

comment on the following: 

1. What are commenters’ views on 

whether the text of the Proposed 

Amendment reflects the provision of 

information with respect to quotations 

for and transactions in NMS stocks that 

is necessary to generate consolidated 

market data by the national securities 

exchange and national securities 

association participants to competing 

consolidators and self-aggregators. For 

example, do commenters believe that 

Section III of the Plan (titled 

Definitions) appropriately defines terms 

to accurately reflect the decentralized 

consolidation model consistent with the 

MDI Rules Release? If not, what, if any, 

modifications should be made to these 

definitions in the Proposed 

Amendment? Additionally, do 

commenters believe that the Proposed 

Amendment should be modified to 

explicitly incorporate certain terms such 

as Consolidated Market Data, as defined 

in Rule 600(b)(19) into the Plan? 

Similarly, Sections V and VI describe 

the selection and evaluation and 

functions of the Processor, respectively. 

Do commenters believe that modifying 

the Proposed Amendment to remove the 

role of the Processor is necessary for the 

decentralized consolidation model 

consistent with the MDI Rules Release? 

2. What are commenters’ views on 

whether the proposed revisions to the 

definitions of Quotation Information 

and Transaction Reports in Section III of 

the Proposed Amendment are 

appropriate? 

3. What are commenters’ views on 

whether the Proposed Amendment 

includes the application of timestamps 

by the national securities exchange and 

national securities association 

participants on all information with 

respect to quotations for and 

transactions in NMS stocks that is 

necessary to generate consolidated 

market data, including the time that 

such information was generated as 

applicable by the national securities 

exchange or national securities 

association and the time the national 

securities exchange or national 

securities association made such 

information available to competing 

consolidators and self-aggregators. 

Specifically, do commenters believe that 

the Proposed Amendment requires the 

Participants to timestamp all of the data 

underlying Consolidated Market Data, 

as defined in Rule 600(b)(19), upon 

generation and upon provision to 

competing consolidators and selfaggregators? If not, should the Proposed 

Amendment be modified to include a 

requirement for such timestamping? 

4. What are commenters’ views on the 

proposed deletion of language in 

Section IX of the Proposed Amendment 

stating, ‘‘The Participants shall seek to 

reduce the time period for reporting last 

sale prices to the Processor as 

conditions warrant.’’ Specifically, do 

commenters believe that the Proposed 

Amendment should be modified to 

retain that language, but replace the 

term ‘‘Processor’’ with ‘‘Competing 

Consolidators and Self-Aggregators’’? 

5. What are commenters’ views on the 

revisions to the indemnification 

provisions in Section XV of the 

Proposed Amendment? Specifically, do 

commenters believe that the deletion of 

Vendors as a recipient of Transaction 

Reports, Quotation Information, ‘‘or 

other information’’ reported to and 

disseminated by the Processor, 

competing consolidators and selfaggregators is appropriate? 

6. What are commenters’ views on 

whether the Proposed Amendment 

sufficiently describes how the Plan will 

operate under the Initial Parallel 

Operation Period when ‘‘the 

decentralized consolidation model will 

run in parallel to the existing exclusive 

SIP model.’’ 52 Specifically, Section D of 

the Proposed Amendment states that it 

will be implemented to coincide with 

the phased implementation of the MDI 

Rules as required by the Commission. 

Do commenters believe that the 

Proposed Amendment should specify 

how the Participants will transition 

from the current Plan to the initial 

parallel operation period and the 

process after the initial parallel 

operation period? 

7. What are commenters’ views on the 

proposed revisions to Section IX.B. of 

the Proposed Amendment that state that 

if FINRA’s trade reporting facility 

provides a proprietary feed of trades 

reported by the trade reporting facility 

to the Processor, competing 

consolidators and self-aggregators, then 

the FINRA trade reporting facility shall 

also furnish the Processor with the time 

of the transmission as published on the 

facility’s proprietary feed? Specifically, 

what are commenters’ views about these 

proposed revisions? Do commenters 

believe that the Proposed Amendment 

should be modified to make competing 

consolidators and self-aggregator 

recipients of the time of the 

transmission from the FINRA trade 

reporting facility? 

8. The description of the Proposed 

Amendment states that the Proposed 

Amendment amends Section IX.B. to 

add the requirement that each 

Participant agrees to collect and 

transmit to competing consolidators and 

self-aggregators all transaction reports 

required to be made available pursuant 

to Rule 603(b) of Regulation NMS. 

However, the Proposed Amendment 

does not make this change to the text of 

the Plan. Do commenters believe that 

the Proposed Amendment should be 

modified to incorporate this revision 

into Section IX.B.? 

9. What are commenters’ views on the 

proposed revisions to Section IX.D. of 

the Proposed Amendment? Do 

commenters believe that the statement 

in the section that ‘‘the Participant shall 

promptly notify the Processor, 

Competing Consolidators, and SelfAggregators of such condition or event 

and shall resume collecting and 

transmitting Quotation Information and 


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Federal Register / Vol. 87, No. 41 / Wednesday, March 2, 2022 / Notices 11761 

53 17 CFR 200.30–3(a)(85). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92840 

(September 1, 2021), 86 FR 50385. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 93179, 

86 FR 55033 (October 5, 2021). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 93720, 

86 FR 70555 (December 10, 2021). 

8 15 U.S.C. 78s(b)(2). 

Transaction Reports to it as soon as the 

condition or event is terminated’’ 

should be modified to require the 

Participant to resume collecting and 

transmitting Quotation Information and 

Transaction Reports to competing 

consolidators and self-aggregators as 

soon as the condition or event is 

terminated? Do commenters believe that 

the statement in the section that ‘‘[u]pon 

receiving such notification, the 

Processor shall take appropriate action, 

including either closing the quotation or 

purging the system of the affected 

quotations’’ should be modified to 

reference competing consolidators and 

self-aggregators? 

10. Do commenters believe that the 

Proposed Amendment should be 

modified to replace a reference to 

‘‘Primary Listing Market’’ with ‘‘Primary 

Listing Exchange’’ in the definition of 

‘‘Regulatory Halt’’ in Section XI.A.? 

11. What are commenters’ views on 

the Proposed Amendment in light of the 

decentralized consolidation model with 

respect to (i) references to the Processor 

and Subscribers; (ii) the dissemination 

of Regulatory Halts; (iii) the authority of 

the Operating Committee under Section 

IV.B. of the Plan with respect to 

competing consolidators, selfaggregators, Vendors, Subscribers, News 

Services, and others; and (iv) references 

to contracts with Vendors, Subscribers, 

News Services and others. Do 

commenters believe that the Proposed 

Amendment should be modified with 

respect to any of these provisions to 

conform to the decentralized 

consolidation model required by the 

MDI Rules? 

12. What are commenters’ views on 

the following sections of the Proposed 

Amendment in light of the 

decentralized consolidation model: 

Administration of the Plan, Potential 

Conflicts of Interest, Selection and 

Evaluation of the Processor, Functions 

of the Processor, Market Access, 

Regulatory and Operational Halts, Hours 

of Operation, Financial Matters, 

Indemnification, Applicability of 

Securities Exchange Act of 1934, and 

Operational Issues. Do commenters 

believe that the Proposed Amendment 

should be modified with respect to any 

of these provisions to conform to the 

decentralized consolidation model 

required by the MDI Rules? If so, please 

describe how the Proposed Amendment 

should be modified to conform the Plan 

to the decentralized consolidation 

model required by the MDI Rules. 

13. Do commenters have views about 

any other aspect of the Proposed 

Amendment? Do commenters believe 

that the Proposed Amendment should 

be modified in any other way to be 

consistent with the MDI Rules or the 

MDI Rules Release? 

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by March 23, 2022. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by April 6, 2022. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File No. S7–24– 

89 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to: Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File No. 

S7–24–89. This file number should be 

included on the subject line if email is 

used. To help the Commission process 

and review your comments more 

efficiently, please use only one method. 

The Commission will post all comments 

on the Commission’s internet website 

(http://www.sec.gov/rules/sro.shtml). 

Copies of the submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the 

Participants’ principal offices. All 

comments received will be posted 

without change. Persons submitting 

comments are cautioned that we do not 

redact or edit personal identifying 

information from comment submissions. 

You should submit only information 

that you wish to make available 

publicly. All submissions should refer 

to File Number File No. S7–24–89 and 

should be submitted on or before March 

23, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.53

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–04333 Filed 3–1–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94302; File No. SR– 

NYSEArca–2021–73] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Designation of a 

Longer Period for Commission Action 

on Proceedings To Determine Whether 

To Approve or Disapprove a Proposed 

Rule Change To List and Trade Shares 

of the Franklin Responsibly Sourced 

Gold ETF Under NYSE Arca Rule 

8.201–E (Commodity-Based Trust 

Shares) 

February 23, 2022. 

On August 23, 2021, NYSE Arca, Inc. 

(‘‘NYSE Arca’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

list and trade shares of the Franklin 

Responsibly Sourced Gold ETF under 

NYSE Arca Rule 8.201–E (CommodityBased Trust Shares). The proposed rule 

change was published for comment in 

the Federal Register on September 8, 

2021.3 On September 29, 2021, pursuant 

to Section 19(b)(2) of the Act,4 the 

Commission designated a longer period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change.5

On December 6, 2021, the Commission 

instituted proceedings pursuant to 

Section 19(b)(2)(B) of the Act 6 to 

determine whether to approve or 

disapprove the proposed rule change.7

The Commission has received no 

comment letters on the proposed rule 

change. 

Section 19(b)(2) of the Act 8 provides 

that, after initiating disapproval 


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