August 25, 2025

Ms. Vanessa A. Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549-1090

RE: File No. 4-757; CT Plan Filing for Fees Charged to Vendors and Subscribers for Consolidated Equity Market Data, CT Plan Policies, and Data Subscriber Agreements

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)¹ submits this letter to encourage the Securities and Exchange Commission (the “SEC” or “Commission”) to ensure that the single national market system (“NMS”) plan governing the public dissemination of real-time consolidated equity market data (“CT Plan”) is implemented in a timely manner and that the national securities exchanges (“exchanges”) and FINRA (the “SROs” or “Plan Participants”) develop the upcoming fee filing for consolidated equity market data fees consistent with the requirements under the Securities Exchange Act of 1934 (“Exchange Act”) that such fees be fair, reasonable, and not unreasonably discriminatory.² Given the critical importance of consolidated equity market data to the successful functioning of the NMS, the Commission must play a leading role during the implementation of the CT Plan and the remaining aspects of the Market

Data Infrastructure Rule (“MDI Rule”).³ The Commission’s active role is necessary so that consolidated equity market data is modernized in the manner the Commission intended in these 2020 rulemakings the Commission unanimously approved.⁴

Executive Summary

As further discussed below, SIFMA urges the Commission to:

• Ensure the CT Plan’s fee filings for consolidated equity market data, including the fee filing the CT Plan is due to submit to the Commission for approval by November 2025, are consistent with Exchange Act requirements that such fees be fair, reasonable, and not unreasonably discriminatory by applying a cost-based standard, which is the standard the Commission has used in its analysis of consolidated equity market data fees over the past 20 years.
• Follow through on its previous efforts to improve the governance, administration, quality, and content of consolidated equity market data, which have stalled due to litigation brought by certain SROs and other delays.
• Require the CT Plan to include cost information in its filings for consolidated equity market data fees so that the Commission, and the public, have transparency sufficient to evaluate whether the fees are consistent with Exchange Act fee requirements. Based on the limited amount of publicly available information about the current Equity Data Plans’ costs, it appears the amount of current Net Income distributed to the SROs is significantly higher than, and not reasonably related to, the operating costs of collecting, consolidating, and disseminating consolidated equity market data.
• Require the CT Plan to create policies and data subscriber agreements that are easy to understand, implement, and use, as the current data usage reporting and compliance requirements and fee structures are onerous and overly complex.
• Revisit the Competing Consolidator/Self-Aggregator model the Commission adopted in the MDI Rule and either confirm its approach and set a date certain by which the CT Plan must propose a fee amendment for the sale of “core data” to Competing Consolidators and Self-Aggregators or determine a new method for introducing competition into the market for consolidated equity market data.
• Address the practice of exchanges submitting incomplete, immediately effective fee filings, subsequently withdrawing those filings, and replacing them with new filings with minimal changes prior to the statutory deadline for Commission suspension solely to avoid suspension and maintain the new fees implemented by the initial filing, which abuses the provision in Section 19(b)(3) of the Exchange Act permitting exchange fees or fee changes to be immediately effective upon filing with the Commission.

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. Order Approving, as Modified, a National Market System Plan Regarding Consolidated Equity Market Data, Release No. 34-101672, (Nov. 20, 2024), 89 FR 94924 at 94955-60 and Article XIV, Section 14.1, 89 FR at 94978 (Nov. 29, 2024) (“CT Plan Approval Order”) (providing that the plan be operational within 30 months of plan approval, i.e., by April 2027 and that the CT Plan file with the Commission its initial fees, policies and Data Subscriber Agreements within 12 months of plan approval, i.e., by November 2025. See also Exhibit F of the proposed CT Plan Joint Industry Plan); Notice of Filing of a National Market System Plan Regarding Consolidated Equity Market Data, Securities Exchange Act Release No. 99403 (Jan. 19, 2024), 89 FR 5002 (Jan. 25, 2024). [↩]
3. Market Data Infrastructure, Release No. 34-90610 (Dec. 9, 2020), 86 FR 18596 (Apr. 9, 2021). The MDI rule, among other things, expanded the content of “core data” to include certain odd-lot quotations and five levels of depth-of-book data, established new definitions for odd-lots and round-lots so that round lot sizes will vary based on the price of the security, and established a decentralized model, using Competing Consolidators and Self-Aggregators, for the dissemination of consolidated equity market data in place of the current exclusive Securities Information Processors (“SIPs”) model. See also infra at n. 12. [↩]
4. Recent Commission rulemaking accelerated some aspects of the MDI Rule and the remaining aspects are to be implemented in three phases, with the first phase set to take place when the SROs amend the Equity Data Plans or CT Plan pursuant to Reg NMS Rule 614(e) to establish fees for consolidated market data offered to Competing Consolidators and Self-Aggregators to conform it to the decentralized model. See, e.g., Regulation NMS: Minimum Pricing Increments, Access Fees, and Transparency of Better Priced Orders, Release No. 34-101070 (Sept. 18, 2024), 89 FR 81620, 81625 at nn. 73-76 and accompanying text (Oct. 8, 2024) (noting that “[t]he Commission’s approval of amendments to the effective national market system plan(s) filed pursuant to rule 614(e) will be the starting point for the rest of the MDI Rules implementation schedule, which includes a 180-day development period, during which competing consolidators can register with the Commission, and ends with the cessation of the operations of the exclusive SIPs and testing and implementation of the changes necessary to implement the round lot definition.”). [↩]