June 30, 2022

Via email to [email protected]

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

Re: SIFMA Comment Letter Addressing Notice of Filing of Amendment to the National Market System Plan Governing the Consolidated Audit Trail, dated May 20, 2022; File No. 4-698

Dear Ms. Countryman:

On behalf of our member firms and their customers, the Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment on the above-referenced proposed amendment (the “Proposal”)2 to the National Market System Plan Governing the Consolidated Audit Trail (the “CAT NMS Plan”).3 The Proposal would authorize CAT LLC to revise the CAT Reporter Agreement and the CAT Reporting Agent Agreement (each a “CAT Agreement” and collectively, the “CAT Agreements”) as follows:

1) remove the arbitration provision from each and replace it with a forum selection provision requiring that any dispute regarding CAT reporting be filed in U.S. District Court for the Southern District of New York, or in the absence of federal subject matter jurisdiction, a New York State Supreme Court within the First Judicial Department;

2) revise the existing choice of law clause to provide that any dispute will be governed by federal law (in addition to New York law);

3) add a jury waiver provision; and

4) add a disclaimer of warranties clause.

 

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 members, their customers, and nearly 1 million employees, we advocate for 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).

2 Release No. 34-95031 (June 3, 2022), 87 FR 35273 (June 9, 2022), https://www.govinfo.gov/content/pkg/FR-2022-06-09/pdf/2022-12398.pdf.

3 Unless otherwise defined herein, capitalized terms in this letter have the same meanings as they do in the CAT NMS Plan and the Proposal.