January 12, 2023

Ms. Vanessa Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Joint Industry Plan; Notice of Filing of Amendment to the National Market System Plan Governing the Consolidated Audit Trail; File No. 4-698

Dear Ms. Countryman:

On behalf of our member firms, the Securities Industry and Financial Markets Association (“SIFMA”)1 respectfully submits this additional comment letter to the U.S. Securities and Exchange Commission (the “Commission”) in response to the Commission’s publication of the November 16, 2022 submission (“November Submission”)2 by the self-regulatory organizations (“SROs) to significantly and materially change their previous May 13, 2022 proposal (“May Proposal”) to establish a revised funding model (“Executed Share Model”) 3 for the consolidated audit trail (“CAT”).4 While we continue to believe the SROs should be required to withdraw the May Proposal and file the New Executed Share Model as a new amendment to the CAT NMS Plan, we are submitting this additional comment letter to set forth in more detail our substantive comments on the November Submission. As discussed extensively in our first two comment letters on the Executed Share Model and further supplemented in this letter,5 the SROs as the CAT NMS Plan Participants (“Participants”) have not demonstrated that the proposed amendment to the CAT NMS Plan meets the relevant standards governing SRO fees under the Securities Exchange Act of 1934 (“Exchange Act”).

 

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s one million employees, we advocate on legislation, regulation and business policy affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org.

2 See Release No. 34-96394 (November 28, 2022), 87 FR 74183 (December 2, 2022) (November Submission). Capitalized terms not otherwise defined in this letter have the same meanings as they do in the CAT NMS Plan, the May Proposal, and/or the November Submission.

3 See Release No. 34-94984 (May 25, 2022), 87 FR 33226 (June 1, 2022) (May Proposal to establish the Executed Share Model).
4 As we noted in our December 14, 2022 comment letter on the November Submission, by including significant changes to the Executed Share Model, as well as omitting critical information necessary to understand the changed model, the November Submission effectively creates a new Executed Share Model (“New Executed Share Model”) that should be treated as an entirely new amendment to the National Market System Plan Governing the Consolidated Audit Trail (the “CAT NMS Plan”). See (https://www.sec.gov/comments/4-698/4698-20152795-320485.pdf) (“December 2022 Comment Letter”).