Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 8077 

designated by the Commission. The Clearing 

Agency has satisfied this requirement. 

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 

13For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

14Copies 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 

SRO. 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f). At any time within 60 days 

of the filing of the proposed rule change, the 

Commission summarily may temporarily suspend 

such rule change if it appears to the Commission 

that such action is necessary or appropriate in the 

public interest, for the protection of investors, or 

otherwise in furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission will institute proceedings to determine 

whether the proposed rule change should be 

approved or disapproved. 

5An ‘‘Industry Member’’ is defined as ‘‘a member 

of a national securities exchange or a member of a 

national securities association.’’ See Nasdaq Rule 

General 7(u); See also Section 1.1 of the CAT NMS 

Plan. Unless otherwise specified, capitalized terms 

used in this rule filing are defined as set forth in 

the CAT NMS Plan and/or the CAT Compliance 

Rule. See Nasdaq Rule General 7 (Consolidated 

Audit Trail Compliance). 

6Copies 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 

Continued 

A proposed rule change filed under 

Rule 19b–4(f)(6) 11 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),12 the 

Commission may designate a shorter 

time if such action is consistent with 

protection of investors and the public 

interest. The Clearing Agency has asked 

the Commission to waive the 30-day 

operative delay so that the proposed 

rule change may become operative 

immediately upon filing. The 

Commission believes that waving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission designates the proposed 

rule change to be operative upon 

filing.13

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change 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.14

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NSCC-2025- 

001) or by sending an email to rulecomments@sec.gov. Please include file 

number SR–NSCC–2025–001 on the 

subject line. Alternatively, paper 

comments may be sent to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to file number SR–NSCC–2025– 

001. 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-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NSCC-2025- 

001). 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–NSCC–2025–001 and should be 

submitted on or before February 13, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01548 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102213; File No. SR– 

NASDAQ–2025–002] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC.; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Establish 

Fees for Industry Members Related to 

Reasonably Budgeted CAT Costs of 

the National Market System Plan 

Governing the Consolidated Audit Trail 

for 2025 

January 16, 2025. 

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 January 2, 

2025, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Item I 

below, which Item has been 

substantially prepared by the Exchange. 

The Exchange has designated this 

proposal for immediate effectiveness 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f) thereunder.4

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes a rule change 

to establish fees for Industry Members 5

related to reasonably budgeted CAT 

costs of the National Market System 

Plan Governing the Consolidated Audit 

Trail for 2025. 

The proposed rule change, including 

the Exchange’s statement of the purpose 

of, and statutory basis for, the proposed 

rule change, is available on the 

Exchange’s website at https://

listingcenter.nasdaq.com/rulebook/ 

nasdaq/rulefilings, at the principal 

office of the Exchange, and on the 

Commission’s website at https://

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

national-securities-exchanges?file_

number=SR-NASDAQ-2025-002. 

II. 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.6


ddrumheller on DSK120RN23PROD with NOTICES1
8078 Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 

inspection and copying at the principal office of 

SRO. 

7 17 CFR 200.30–3(a)(12). 

1See Letter from Howard Meyerson, Managing 

Director, Financial Information Forum, to 

Commission, dated Dec. 9, 2024, available at 

https://fif.com/index.php/working-groups/category/ 

271-comment-letters?download=3057:fif-request-tothe-commission-for-a-six-month-extension-of-thecurrent-exemption-relating-to-cat-representativeorder-linkage&view=category (‘‘Request’’). 

2 15 U.S.C. 78mm(a)(1). 

3 17 CFR 242.608(e). 

4See Securities Exchange Act Release No. 79318 

(Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (‘‘CAT 

NMS Plan Approval Order’’). The CAT NMS Plan 

is Exhibit A to the CAT NMS Plan Approval Order. 

See id. at 84943–85034. The CAT NMS Plan 

functions as the limited liability company 

agreement of the jointly owned limited liability 

company formed under Delaware State law through 

which the Participants conduct the activities of the 

CAT (the ‘‘Company’’). Each Participant is a 

member of the Company and jointly owns the 

Company on an equal basis. The Participants 

submitted to the Commission a proposed 

amendment to the CAT NMS Plan on Aug. 29, 2019, 

which they designated as effective on filing. Under 

the amendment, the limited liability company 

agreement of a new limited liability company 

named Consolidated Audit Trail, LLC serves as the 

CAT NMS Plan, replacing in its entirety the CAT 

NMS Plan. See Securities Exchange Act Release No. 

87149 (Sept. 27, 2019), 84 FR 52905 (Oct. 3, 2019). 

5See id. at Appendix D, section 3. A 

representative order is an order originated in a firmowned or -controlled account, including principal, 

agency average price and omnibus accounts, by an 

industry member for the purpose of working one or 

more customer or client orders. See, e.g., Securities 

Exchange Act Release No. 88702 (Apr. 20, 2020), 85 

FR 23075, 23076 n.26 (Apr. 24, 2020). FIF states in 

the Request that ‘‘the term ‘representative order’ is 

a concept created by CAT (it is not a concept that 

exists in actual trading), and that all of the linkage 

requirements covered in [the] July 2024 FIF 

exemption request involve linkage either from or to 

a representative order.’’ See Request, supra note 1. 

6The Participants include BOX Exchange LLC, 

Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., 

Cboe C2 Exchange, Inc., Cboe EDGA Exchange, Inc., 

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

Financial Industry Regulatory Authority, Inc., 

Investors’ Exchange LLC, Long-Term Stock 

Exchange, Inc., MEMX LLC, Miami International 

Securities Exchange LLC, MIAX Emerald, LLC, 

MIAX PEARL, LLC, MIAX Sapphire, LLC, Nasdaq 

BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, 

Nasdaq MRX, LLC, Nasdaq PHLX LLC, The Nasdaq 

Stock Market LLC, New York Stock Exchange LLC, 

NYSE American LLC, NYSE Arca, Inc., NYSE 

Chicago, Inc., and NYSE National, Inc. 

7See Securities Exchange Act Release No. 67457 

(July 18, 2012), 77 FR 45722 (Aug. 1, 2012); 17 CFR 

242.613. 

8See CAT NMS Plan Approval Order, supra note 

4. 

9See Securities Exchange Act Release No. 90688 

(Dec. 16, 2020), 85 FR 83634 (Dec. 22, 2020). 

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NASDAQ2025-002) or by sending an email to 

rule-comments@sec.gov. Please include 

file number SR–NASDAQ–2025–002) on 

the subject line. Alternatively, paper 

comments may be sent to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to file number SR–NASDAQ– 

2025–002). 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/rulesregulations/self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NASDAQ2025-002). 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–NASDAQ–2025–002) and should be 

submitted on or before February 13, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01544 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102234] 

Order Granting Temporary Conditional 

Exemptive Relief, Pursuant to Section 

36(a)(1) of the Securities Exchange Act 

of 1934 and Rule 608(e) of Regulation 

NMS Thereunder, From Certain 

Requirements of Appendix D, Section 

3 of the National Market System Plan 

Governing the Consolidated Audit Trail 

January 17, 2025. 

I. Introduction 

On December 9, 2024,1 Financial 

Information Forum (‘‘FIF’’) requested 

that the Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’) 

extend temporary conditional 

exemptive relief, pursuant to its 

authority under section 36(a)(1) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 2 and Rule 608(e) of 

Regulation NMS under the Exchange 

Act,3 related to the requirement set forth 

in Appendix D, section 3 of the national 

market system plan governing the 

consolidated audit trail (‘‘CAT NMS 

Plan’’) 4 that the consolidated audit trail 

(‘‘CAT’’) ‘‘must be able to create the 

lifecycle between . . . [c]ustomer orders 

to ‘representative’ orders created in firm 

accounts for the purpose of facilitating 

a customer order (e.g., linking a 

customer order handled on a riskless 

principal basis to the street-side 

proprietary order).’’ 5 For the reasons set 

forth below, the Commission has 

determined to grant FIF’s request for a 

six-month extension of the temporary 

conditional exemptive relief previously 

provided by the Commission with 

respect to the above-described 

requirement set forth in Appendix D, 

section 3 of the CAT NMS Plan for 

representative order scenarios in which 

Industry Members do not have a 

systematic or direct link between their 

order management systems and 

execution management systems. 

II. Discussion of the Request for Relief 

On July 18, 2012, the Commission 

adopted Rule 613 of Regulation NMS, 

which required national securities 

exchanges and national securities 

associations (‘‘Participants’’) 6 to jointly 

develop and submit to the Commission 

a national market system plan to create, 

implement, and maintain the CAT.7 The 

goal of Rule 613 was to create a 

modernized audit trail system that 

would provide regulators with timely 

access to a comprehensive set of trading 

data, thus enabling regulators to more 

efficiently and effectively analyze and 

reconstruct market events, monitor 

market behavior, conduct market 

analysis to support regulatory decisions, 

and perform surveillance, investigation, 

and enforcement activities. On 

November 15, 2016, the Commission 

approved the national market system 

plan required by Rule 613—the CAT 

NMS Plan.8

On December 16, 2020, the 

Commission issued an exemptive relief 

order regarding the implementation of 

the CAT NMS Plan (‘‘First Order’’).9

This order granted temporary 


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