June 22, 2022

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

Ms. Countryman:

On behalf of its members firms, the Securities Industry and Financial Markets Association (“SIFMA”)1 respectfully submits this supplemental comment letter to the U.S. Securities and Exchange Commission (the “Commission”) in response to the Commission’s order (“Order”) to extend its time for consideration of the amendment to the National Market System Plan Governing the Consolidated Audit Trail (the “CAT NMS Plan”) by the self-regulatory organizations (“SROs”) as the participants in the CAT NMS Plan (“Participants”) to implement a revised funding model (“Executed Share Model”)2 for the consolidated audit trail (“CAT”) and to establish a fee schedule for the participants in the CAT NMS Plan in accordance with the Executed Share Model.3 As discussed extensively in our first comment letter on the proposal and further supplemented in this letter, the Participants have not demonstrated that the proposal meets the relevant standards under the Securities Exchange Act of 1934 (“Exchange Act”) governing SRO fees.

We appreciate the opportunity to submit this supplemental comment letter on the proposed Executed Share Model and continue to reiterate our comments from our initial June 22, 2022 comment letter (“June 22 Letter”) on the proposal.

 

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.

2See Exchange Act Release No. 95634 (August 30, 2022), 87 FR 54558 (September 6, 2022) (Order extended the time for Commission consideration of the Executed Share Model); See Exchange Act Release No. 94984 (May 25, 2022), 87 FR 33226 (June 1, 2022) (Proposal to establish the Executed Share Model).

3 Capitalized terms not otherwise defined in this letter have the same meanings as they do in the CAT NMS Plan. For instance, “CAT Data” is defined in Article I, Section 1.1 of the CAT NMS Plan. CAT Data is defined as “data derived from Participant Data, Industry Member Data, SIP Data, and such other data as the Operating Committee may designate as ‘CAT Data’ from time to time.”