fee to impose an undue burden on smaller Equity Execution Venues, the
Operating Committee determined to move to a four tier structure for
Equity Execution Venues. Tier 1 would continue to include the largest
Equity Execution Venues by share volume (that is, based on currently
available data, those with market share of equity share volume greater
than or equal to 1%), and these Equity Execution Venues would be
required to pay a quarterly fee of $81,048. The Operating Committee
determined to divide the original Tier 2 into three tiers. The new Tier
2 Equity Execution Venues, which would include the next largest Equity
Execution Venues by equity share volume, would be required to pay a
quarterly fee of $37,062. The new Tier 3 Equity Execution Venues would
be required to pay a quarterly fee of $21,126. The new Tier 4 Equity
Execution Venues, which would include the smallest Equity Execution
Venues by share volume, would be required to pay a quarterly fee of
$129.
    In developing the proposed four tier structure, the Operating
Committee considered keeping the existing two tiers, as well as
shifting to three, four or five Equity Execution Venue tiers (the
maximum number of tiers permitted under the Plan), to address the
concerns regarding small Equity Execution Venues. For each of the two,
three, four and five tier alternatives, the Operating Committee
considered the assignment of various percentages of Equity Execution
Venues to each tier as well as various percentage of Equity Execution
Venue recovery allocations for each alternative. As discussed below in
more detail, each of these options was considered in the context of the
full model, as changes in each variable in the model affect other
variables in the model when allocating the total CAT costs among CAT
Reporters. The Operating Committee determined that the four tier
alternative addressed the spectrum of different Equity Execution
Venues. The Operating Committee determined that neither a two tier
structure nor a three tier structure sufficiently accounted for the
range of market shares of smaller Equity Execution Venues. The
Operating Committee also determined that, given the limited number of
Equity Execution Venues, that a fifth tier was unnecessary to address
the range of market shares of the Equity Execution Venues.
    By increasing the number of tiers for Equity Execution Venues and
reducing the proposed CAT Fees for the smaller Equity Execution Venues,
the Exchange believes that the proposed fees for Equity Execution
Venues would not impose an undue or inappropriate burden on competition
under Section 6 of the Exchange Act. Moreover, the Exchange believes
that the proposed fees appropriately take into account the distinctions
in the securities trading operations of different Equity Execution
Venues, as required under the funding principles of the CAT NMS
Plan.\69\ The larger number of tiers more closely tracks the variety of
sizes of equity share volume of Equity Execution Venues. In addition,
the reduction in the fees for the smaller Equity Execution Venues
recognizes the potential burden of larger fees on smaller entities. In
particular, the very small quarterly fee of $129 for Tier 4 Equity
Execution Venues reflects the fact that certain Equity Execution Venues
have a very small share volume due to their typically more focused
business models.
---------------------------------------------------------------------------

    \69\ Section 11.2(b) of the CAT NMS Plan.
---------------------------------------------------------------------------

    Accordingly, with this Amendment, the Exchange proposes to amend
paragraph (b)(2) of the proposed rule change to add the two additional
tiers for Equity Execution Venues, to establish the percentages and
fees for Tiers 3 and 4 as described, and to revise the percentages and
fees for Tiers 1 and 2 as described.
(ii) Execution Venues for OTC Equity Securities
    In the Original Proposal, the Execution Venues for OTC Equity
Securities and Execution Venues for NMS Stocks were grouped in the same
tier structure. The Commission and commenters raised concerns as to
whether this determination to place Execution Venues for OTC Equity
Securities in the same tier structure as Execution Venues for NMS
Stocks would result in an undue or inappropriate burden on competition,
recognizing that the application of share volume may lead to different
outcomes as applied to OTC Equity Securities and NMS Stocks.\70\ To
address this concern, the Operating Committee proposes to discount the
market share of Execution

Venue ATSs exclusively trading OTC Equity Securities as well as the
market share of the FINRA ORF by the average shares per trade ratio
between NMS Stocks and OTC Equity Securities (0.17% for the second
quarter of 2017) in order to adjust for the greater number of shares
being traded in the OTC Equity Securities market, which is generally a
function of a lower per share price for OTC Equity Securities when
compared to NMS Stocks.
---------------------------------------------------------------------------

    \70\ See Suspension Order at 31664-5.
---------------------------------------------------------------------------

    As commenters noted, many OTC Equity Securities are priced at less
than one dollar--and a significant number at less than one penny--and
low-priced shares tend to trade in larger quantities. Accordingly, a
disproportionately large number of shares are involved in transactions
involving OTC Equity Securities versus NMS Stocks, which has the effect
of overstating an Execution Venue's true market share when the
Execution Venue is involved in the trading of OTC Equity Securities.
Because the proposed fee tiers are based on market share calculated by
share volume, Execution Venue ATSs trading OTC Equity Securities and
FINRA may be subject to higher tiers than their operations may
warrant.\71\ The Operating Committee proposes to address this concern
in two ways. First, the Operating Committee proposes to increase the
number of Equity Execution Venue tiers, as discussed above. Second, the
Operating Committee determined to discount the market share of
Execution Venue ATSs exclusively trading OTC Equity Securities as well
as the market share of the FINRA ORF when calculating their tier
placement. Because the disparity in share volume between Execution
Venues trading in OTC Equity Securities and NMS Stocks is based on the
different number of shares per trade for OTC Equity Securities and NMS
Stocks, the Operating Committee believes that discounting the share
volume of such Execution Venue ATSs as well as the market share of the
FINRA ORF would address the difference in shares per trade for OTC
Equity Securities and NMS Stocks. Specifically, the Operating Committee
proposes to impose a discount based on the objective measure of the
average shares per trade ratio between NMS Stocks and OTC Equity
Securities. Based on available data from the second quarter of 2017,
the average shares per trade ratio between NMS Stocks and OTC Equity
Securities is 0.17%.
---------------------------------------------------------------------------

    \71\ Suspension Order at 31664-5.
---------------------------------------------------------------------------

    The practical effect of applying such a discount for trading in OTC
Equity Securities is to shift Execution Venue ATSs exclusively trading
OTC Equity Securities to tiers for smaller Execution Venues and with
lower fees. For example, under the Original Proposal, one Execution
Venue ATS exclusively trading OTC Equity Securities was placed in the
first CAT Fee tier, which had a quarterly fee of $63,375. With the
imposition of the proposed tier changes and the discount, this ATS
would be ranked in Tier 3 and would be subject to a quarterly fee of
$21,126.
    In developing the proposed discount for Equity Execution Venue ATSs
exclusively trading OTC Equity Securities and FINRA, the Operating
Committee evaluated different alternatives to address the concerns
related to OTC Equity Securities, including creating a separate tier
structure for Execution Venues trading OTC Equity Securities (like the
separate tier for Options Execution Venues) as well as the proposed
discounting method for Execution Venue ATSs exclusively trading OTC
Equity Securities and FINRA. For these alternatives, the Operating
Committee considered how each alternative would affect the recovery
allocations. In addition, each of these options was considered in the
context of the full model, as changes in each variable in the model
affect other variables in the model when allocating the total CAT costs
among CAT Reporters. The Operating Committee did not adopt a separate
tier structure for Equity Execution Venues trading OTC Equity
Securities as they determined that the proposed discount approach
appropriately addresses the concern. The Operating Committee determined
to adopt the proposed discount because it directly relates to the
concern regarding the trading patterns and operations in the OTC Equity
Securities markets, and is an objective discounting method.
    By increasing the number of tiers for Equity Execution Venues and
imposing a discount on the market share of share volume calculation for
trading in OTC Equity Securities, the Exchange believes that the
proposed fees for Equity Execution Venues would not impose an undue or
inappropriate burden on competition under Section 6 of the Exchange
Act. Moreover, the Exchange believes that the proposed fees
appropriately take into account the distinctions in the securities
trading operations of different Equity Execution Venues, as required
under the funding principles of the CAT NMS Plan.\72\ As discussed
above, the larger number of tiers more closely tracks the variety of
sizes of equity share volume of Equity Execution Venues. In addition,
the proposed discount recognizes the different types of trading
operations at Equity Execution Venues trading OTC Equity Securities
versus those trading NMS Stocks, thereby more closing matching the
relative revenue generation by Equity Execution Venues trading OTC
Equity Securities to their CAT Fees.
---------------------------------------------------------------------------

    \72\ Section 11.2(b) of the CAT NMS Plan.
---------------------------------------------------------------------------

    Accordingly, with this Amendment, the Exchange proposes to amend
paragraph (b)(2) of the proposed rule change to indicate that the
market share for Equity ATSs exclusively trading OTC Equity Securities
as well as the market share of the FINRA ORF would be discounted. In
addition, as discussed above, to address concerns related to smaller
ATSs, including those that exclusively trade OTC Equity Securities, the
Exchange proposes to amend paragraph (b)(2) of the proposed rule change
to add two additional tiers for Equity Execution Venues, to establish
the percentages and fees for Tiers 3 and 4 as described, and to revise
the percentages and fees for Tiers 1 and 2 as described.
(B) Market Makers
    In the Original Proposal, the proposed funding model included both
Options Market Maker quotes and equities market maker quotes in the
calculation of total message traffic for such market makers for
purposes of tiering for Industry Members (other than Execution Venue
ATSs). The Commission and commenters raised questions as to whether the
proposed treatment of Options Market Maker quotes may result in an
undue or inappropriate burden on competition or may lead to a reduction
in market quality.\73\ To address this concern, the Operating Committee
determined to discount the Options Market Maker quotes by the trade to
quote ratio for options when calculating message traffic for Options
Market Makers. Similarly, to avoid disincentives to quoting behavior on
the equities side as well, the Operating Committee determined to
discount equity market maker quotes by the trade to quote ratio for
equities when calculating message traffic for equities market makers.
---------------------------------------------------------------------------

    \73\ See Suspension Order at 31663-4; SIFMA Letter at 4-5; FIA
Principal Traders Group Letter at 3; Sidley Letter at 2-6; Group One
Letter at 2-5; and Belvedere Letter at 2.
---------------------------------------------------------------------------

    In the Original Proposal, market maker quotes were treated the same
as other message traffic for purposes of tiering for Industry Members
(other than Execution Venue ATSs). Commenters noted, however, that
charging Industry Members on the basis of message traffic

will impact market makers disproportionately because of their
continuous quoting obligations. Moreover, in the context of options
market makers, message traffic would include bids and offers for every
listed options strikes and series, which are not an issue for
equities.\74\ The Operating Committee proposes to address this concern
in two ways. First, the Operating Committee proposes to discount
Options Market Maker quotes when calculating the Options Market Makers'
tier placement. Specifically, the Operating Committee proposes to
impose a discount based on the objective measure of the trade to quote
ratio for options. Based on available data from June 2016 through June
2017, the trade to quote ratio for options is 0.01%. Second, the
Operating Committee proposes to discount equities market maker quotes
when calculating the equities market makers' tier placement.
Specifically, the Operating Committee proposes to impose a discount
based on the objective measure of the trade to quote ratio for
equities. Based on available data for June 2016 through June 2017, this
trade to quote ratio for equities is 5.43%.
---------------------------------------------------------------------------

    \74\ Suspension Order at 31664.
---------------------------------------------------------------------------

    The practical effect of applying such discounts for quoting
activity is to shift market makers' calculated message traffic lower,
leading to the potential shift to tiers for lower message traffic and
reduced fees. Such an approach would move sixteen Industry Member CAT
Reporters that are market makers to a lower tier than in the Original
Proposal. For example, under the Original Proposal, Broker-Dealer Firm
ABC was placed in the first CAT Fee tier, which had a quarterly fee of
$101,004. With the imposition of the proposed tier changes and the
discount, Broker-Dealer Firm ABC, an options market maker, would be
ranked in Tier 3 and would be subject to a quarterly fee of $40,899.
    In developing the proposed market maker discounts, the Operating
Committee considered various discounts for Options Market Makers and
equity market makers, including discounts of 50%, 25%, 0.00002%, as
well as the 5.43% for option market makers and 0.01% for equity market
makers. Each of these options were considered in the context of the
full model, as changes in each variable in the model affect other
variables in the model when allocating the total CAT costs among CAT
Reporters. The Operating Committee determined to adopt the proposed
discount because it directly relates to the concern regarding the
quoting requirement, is an objective discounting method, and has the
desired potential to shift market makers to lower fee tiers.
    By imposing a discount on Options Market Makers and equities market
makers' quoting traffic for the calculation of message traffic, the
Exchange believes that the proposed fees for market makers would not
impose an undue or inappropriate burden on competition under Section 6
of the Exchange Act. Moreover, the Exchange believes that the proposed
fees appropriately take into account the distinctions in the securities
trading operations of different Industry Members, and avoid
disincentives, such as a reduction in market quality, as required under
the funding principles of the CAT NMS Plan.\75\ The proposed discounts
recognize the different types of trading operations presented by
Options Market Makers and equities market makers, as well as the value
of the market makers' quoting activity to the market as a whole.
Accordingly, the Exchange believes that the proposed discounts will not
impact the ability of small Options Market Makers or equities market
makers to provide liquidity.
---------------------------------------------------------------------------

    \75\ Section 11.2(b) of the CAT NMS Plan.
---------------------------------------------------------------------------

    Accordingly, with this Amendment, the Exchange proposes to amend
paragraph (b)(1) of the proposed rule change to indicate that the
message traffic related to equity market maker quotes and Options
Market Maker quotes would be discounted. In addition, the Exchange
proposes to define the term ``Options Market Maker'' in paragraph
(a)(1) of the proposed rule change.
(C) Comparability/Allocation of Costs
    Under the Original Proposal, 75% of CAT costs were allocated to
Industry Members (other than Execution Venue ATSs) and 25% of CAT costs
were allocated to Execution Venues. This cost allocation sought to
maintain the greatest level of comparability across the funding model,
where comparability considered affiliations among or between CAT
Reporters. The Commission and commenters expressed concerns regarding
whether the proposed 75%/25% allocation of CAT costs is consistent with
the Plan's funding principles and the Exchange Act, including whether
the allocation places a burden on competition or reduces market
quality. The Commission and commenters also questioned whether the
approach of accounting for affiliations among CAT Reporters in setting
CAT Fees disadvantages non-affiliated CAT Reporters or otherwise
burdens competition in the market for trading services.\76\
---------------------------------------------------------------------------

    \76\ See Suspension Order at 31662-3; SIFMA Letter at 3; Sidley
Letter at 6-7; Group One Letter at 2; and Belvedere Letter at 2.
---------------------------------------------------------------------------

    In response to these concerns, the Operating Committee determined
to revise the proposed funding model to focus the comparability of CAT
Fees at the individual entity level, rather than primarily on the
comparability of affiliated entities. In light of the interconnected
nature of the various aspects of the funding model, the Operating
Committee determined to revise various aspects of the model to enhance
comparability at the individual entity level. Specifically, to achieve
such comparability, the Operating Committee determined to (1) decrease
the number of tiers for Industry Members (other than Execution Venue
ATSs) from nine to seven; (2) change the allocation of CAT costs
between Equity Execution Venues and Options Execution Venues from 75%/
25% to 67%/33%; and (3) adjust tier percentages and recovery
allocations for Equity Execution Venues, Options Execution Venues and
Industry Members (other than Execution Venue ATSs). With these changes,
the proposed funding model provides fee comparability for the largest
individual entities, with the largest Industry Members (other than
Execution Venue ATSs), Equity Execution Venues and Options Execution
Venues each paying a CAT Fee of approximately $81,000 each quarter.
(i) Number of Industry Member Tiers
    In the Original Proposal, the proposed funding model had nine tiers
for Industry Members (other than Execution Venue ATSs). The Operating
Committee determined that reducing the number of tiers from nine tiers
to seven tiers (and adjusting the predefined Industry Member
Percentages as well) continues to provide a fair allocation of fees
among Industry Members and appropriately distinguishes between Industry
Members with differing levels of message traffic. In reaching this
conclusion, the Operating Committee considered historical message
traffic generated by Industry Members across all exchanges and as
submitted to FINRA's OATS, and considered the distribution of firms
with similar levels of message traffic, grouping together firms with
similar levels of message traffic. Based on this, the Operating
Committee determined that seven tiers would group firms with similar
levels of

message traffic, while also achieving greater comparability in the
model for the individual CAT Reporters with the greatest market share
or message traffic.
    In developing the proposed seven tier structure, the Operating
Committee considered remaining at nine tiers, as well as reducing the
number of tiers down to seven when considering how to address the
concerns raised regarding comparability. For each of the alternatives,
the Operating Committee considered the assignment of various
percentages of Industry Members to each tier as well as various
percentages of Industry Member recovery allocations for each
alternative. Each of these options was considered in the context of its
effects on the full funding model, as changes in each variable in the
model affect other variables in the model when allocating the total CAT
costs among CAT Reporters. The Operating Committee determined that the
seven tier alternative provided the most fee comparability at the
individual entity level for the largest CAT Reporters, while both
providing logical breaks in tiering for Industry Members with different
levels of message traffic and a sufficient number of tiers to provide
for the full spectrum of different levels of message traffic for all
Industry Members.
(ii) Allocation of CAT Costs Between Equity and Options Execution
Venues
    The Operating Committee also determined to adjust the allocation of
CAT costs between Equity Execution Venues and Options Execution Venues
to enhance comparability at the individual entity level. In the
Original Proposal, 75% of Execution Venue CAT costs were allocated to
Equity Execution Venues, and 25% of Execution Venue CAT costs were
allocated to Options Execution Venues. To achieve the goal of increased
comparability at the individual entity level, the Operating Committee
analyzed a range of alternative splits for revenue recovery between
Equity Execution Venues and Options Execution Venues, along with other
changes in the proposed funding model. Based on this analysis, the
Operating Committee determined to allocate 67 percent of Execution
Venue costs recovered to Equity Execution Venues and 33 percent to
Options Execution Venues. The Operating Committee determined that a
67%/33% allocation between Equity Execution Venues and Options
Execution Venues enhances the level of fee comparability for the
largest CAT Reporters. Specifically, the largest Equity Execution
Venues and Options Execution Venues would pay a quarterly CAT Fee of
approximately $81,000.
    In developing the proposed allocation of CAT costs between Equity
Execution Venues and Options Execution Venues, the Operating Committee
considered various different options for such allocation, including
keeping the original 75%25% allocation, as well as shifting to a 70%/
30%, 67%/33%, or 57.75%/42.25% allocation. For each of the
alternatives, the Operating Committee considered the effect each
allocation would have on the assignment of various percentages of
Equity Execution Venues to each tier as well as various percentages of
Equity Execution Venue recovery allocations for each alternative.
Moreover, each of these options was considered in the context of the
full model, as changes in each variable in the model affect other
variables in the model when allocating the total CAT costs among CAT
Reporters. The Operating Committee determined that the 67%/33%
allocation between Equity Execution Venues and Options Execution Venues
provided the greatest level of fee comparability at the individual
entity level for the largest CAT Reporters, while still providing for
appropriate fee levels across all tiers for all CAT Reporters.
(iii) Allocation of Costs Between Execution Venues and Industry Members
    The Operating Committee determined to allocate 25% of CAT costs to
Execution Venues and 75% to Industry Members (other than Execution
Venue ATSs), as it had in the Original Proposal. The Operating
Committee determined that this 75%/25% allocation, along with the other
changes proposed above, led to the most comparable fees for the largest
Equity Execution Venues, Options Execution Venues and Industry Members
(other than Execution Venue ATSs). The largest Equity Execution Venues,
Options Execution Venues and Industry Members (other than Execution
Venue ATSs) would each pay a quarterly CAT Fee of approximately
$81,000.
    As a preliminary matter, the Operating Committee determined that it
is appropriate to allocate most of the costs to create, implement and
maintain the CAT to Industry Members for several reasons. First, there
are many more Industry Members expected to report to the CAT than
Participants (i.e., 1,541 broker-dealer CAT Reporters versus 22
Participants). Second, since most of the costs to process CAT
reportable data is generated by Industry Members, Industry Members
could be expected to contribute toward such costs. Finally, as noted by
the SEC, the CAT ``substantially enhance[s] the ability of the SROs and
the Commission to oversee today's securities markets,'' \77\ thereby
benefitting all market participants. After making this determination,
the Operating Committee analyzed several different cost allocations, as
discussed further below, and determined that an allocation where 75% of
the CAT costs should be borne by the Industry Members (other than
Execution Venue ATSs) and 25% should be paid by Execution Venues was
most appropriate and led to the greatest comparability of CAT Fees for
the largest CAT Reporters.
---------------------------------------------------------------------------

    \77\ Securities Exchange Act Rel. No. 67457 (Jul 18, 2012), 77
FR 45722, 45726 (Aug. 1, 2012) (``Rule 613 Adopting Release'').
---------------------------------------------------------------------------

    In developing the proposed allocation of CAT costs between
Execution Venues and Industry Members (other than Execution Venue
ATSs), the Operating Committee considered various different options for
such allocation, including keeping the original 75%/25% allocation, as
well as shifting to an 80%/20%, 70%/30%, or 65%/35% allocation. Each of
these options was considered in the context of the full model,
including the effect on each of the changes discussed above, as changes
in each variable in the model affect other variables in the model when
allocating the total CAT costs among CAT Reporters. In particular, for
each of the alternatives, the Operating Committee considered the effect
each allocation had on the assignment of various percentages of Equity
Execution Venues, Options Execution Venues and Industry Members (other
than Execution Venue ATSs) to each relevant tier as well as various
percentages of recovery allocations for each tier. The Operating
Committee determined that the 75%/25% allocation between Execution
Venues and Industry Members (other than Execution Venue ATSs) provided
the greatest level of fee comparability at the individual entity level
for the largest CAT Reporters, while still providing for appropriate
fee levels across all tiers for all CAT Reporters.
(iv) Affiliations
    The funding principles set forth in Section 11.2 of the Plan
require that the fees charged to CAT Reporters with the most CAT-
related activity (measured by market share and/or message traffic, as
applicable) are generally comparable (where, for these comparability
purposes, the tiered fee structure takes into consideration
affiliations between or among CAT Reporters, whether

Execution Venue and/or Industry Members). The proposed funding model
satisfies this requirement. As discussed above, under the proposed
funding model, the largest Equity Execution Venues, Options Execution
Venues, and Industry Members (other than Execution Venue ATSs) pay
approximately the same fee. Moreover, the Operating Committee believes
that the proposed funding model takes into consideration affiliations
between or among CAT Reporters as complexes with multiple CAT Reporters
will pay the appropriate fee based on the proposed rule change for each
of the CAT Reporters in the complex. For example, a complex with a Tier
1 Equity Execution Venue and Tier 2 Industry Member will a pay the same
as another complex with a Tier 1 Equity Execution Venue and Tier 2
Industry Member.
(v) Fee Schedule Changes
    Accordingly, with this Amendment, the Exchange proposes to amend
paragraphs (b)(1) and (2) of the proposed rule change to reflect the
changes discussed in this section. Specifically, the Exchange proposes
to amend paragraph (b)(1) and (2) to update the number of tiers, and
the fees and percentages assigned to each tier to reflect the described
changes.
(D) Market Share/Message Traffic
    In the Original Proposal, the Operating Committee proposed to
charge Execution Venues based on market share and Industry Members
(other than Execution Venue ATSs) based on message traffic. Commenters
questioned the use of the two different metrics for calculating CAT
Fees.\78\ The Operating Committee continues to believe that the
proposed use of market share and message traffic satisfies the
requirements of the Exchange Act and the funding principles set forth
in the CAT NMS Plan. Accordingly, the proposed funding model continues
to charge Execution Venues based on market share and Industry Members
(other than Execution Venue ATSs) based on message traffic.
---------------------------------------------------------------------------

    \78\ Suspension Order at 31663; FIA Principal Traders Group
Letter at 2.
---------------------------------------------------------------------------

    In drafting the Plan and the Original Proposal, the Operating
Committee expressed the view that the correlation between message
traffic and size does not apply to Execution Venues, which they
described as producing similar amounts of message traffic regardless of
size. The Operating Committee believed that charging Execution Venues
based on message traffic would result in both large and small Execution
Venues paying comparable fees, which would be inequitable, so the
Operating Committee determined that it would be more appropriate to
treat Execution Venues differently from Industry Members in the funding
model. Upon a more detailed analysis of available data, however, the
Operating Committee noted that Execution Venues have varying levels of
message traffic. Nevertheless, the Operating Committee continues to
believe that a bifurcated funding model--where Industry Members (other
than Execution Venue ATSs) are charged fees based on message traffic
and Execution Venues are charged based on market share--complies with
the Plan and meets the standards of the Exchange Act for the reasons
set forth below.
    Charging Industry Members based on message traffic is the most
equitable means for establishing fees for Industry Members (other than
Execution Venue ATSs). This approach will assess fees to Industry
Members that create larger volumes of message traffic that are
relatively higher than those fees charged to Industry Members that
create smaller volumes of message traffic. Since message traffic, along
with fixed costs of the Plan Processor, is a key component of the costs
of operating the CAT, message traffic is an appropriate criterion for
placing Industry Members in a particular fee tier.
    The Operating Committee also believes that it is appropriate to
charge Execution Venues CAT Fees based on their market share. In
contrast to Industry Members (other than Execution Venue ATSs), which
determine the degree to which they produce the message traffic that
constitutes CAT Reportable Events, the CAT Reportable Events of
Execution Venues are largely derivative of quotations and orders
received from Industry Members that the Execution Venues are required
to display. The business model for Execution Venues, however, is
focused on executions on their markets. As a result, the Operating
Committee believes that it is more equitable to charge Execution Venues
based on their market share rather than their message traffic.
    Similarly, focusing on message traffic would make it more difficult
to draw distinctions between large and small exchanges, including
options exchanges in particular. For instance, the Operating Committee
analyzed the message traffic of Execution Venues and Industry Members
for the period of April 2017 to June 2017 and placed all CAT Reporters
into a nine-tier framework (i.e., a single tier may include both
Execution Venues and Industry Members). The Operating Committee's
analysis found that the majority of exchanges (15 total) were grouped
in Tiers 1 and 2. Moreover, virtually all of the options exchanges were
in Tiers 1 and 2.\79\ Given the concentration of options exchanges in
Tiers 1 and 2, the Operating Committee believes that using a funding
model based purely on message traffic would make it more difficult to
distinguish between large and small options exchanges, as compared to
the proposed bifurcated fee approach.
---------------------------------------------------------------------------

    \79\ The Participants note that this analysis did not place MIAX
PEARL in Tier 1 or Tier 2 since the exchange commenced trading on
February 6, 2017.
---------------------------------------------------------------------------

    In addition, the Operating Committee also believes that it is
appropriate to treat ATSs as Execution Venues under the proposed
funding model since ATSs have business models that are similar to those
of exchanges, and ATSs also compete with exchanges. For these reasons,
the Operating Committee believes that charging Execution Venues based
on market share is more appropriate and equitable than charging
Execution Venues based on message traffic.
(E) Time Limit
    In the Original Proposal, the Operating Committee did not impose
any time limit on the application of the proposed CAT Fees. As
discussed above, the Operating Committee developed the proposed funding
model by analyzing currently available historical data. Such historical
data, however, is not as comprehensive as data that will be submitted
to the CAT. Accordingly, the Operating Committee believes that it will
be appropriate to revisit the funding model once CAT Reporters have
actual experience with the funding model. Accordingly, the Operating
Committee proposes to include a sunsetting provision in the proposed
fee model. The proposed CAT Fees will sunset two years after the
operative date of the CAT NMS Plan amendment adopting CAT Fees for
Participants. Specifically, the Exchange proposes to add paragraph (d)
to the proposed rule change to include this sunsetting provision. Such
a provision will provide the Operating Committee and other market
participants with the opportunity to reevaluate the performance of the
proposed funding model.
(F) Tier Structure/Decreasing Cost per Unit
    In the Original Proposal, the Operating Committee determined to use
a tiered fee structure. The Commission

and commenters questioned whether the decreasing cost per additional
unit (of message traffic in the case of Industry Members, or of share
volume in the case of Execution Venues) burdens competition by
disadvantaging small Industry Members and Execution Venues and/or by
creating barriers to entry in the market for trading services and/or
the market for broker-dealer services.\80\
---------------------------------------------------------------------------

    \80\ Suspension Order at 31667.
---------------------------------------------------------------------------

    The Operating Committee does not believe that decreasing cost per
additional unit places an unfair competitive burden on Small Industry
Members and Execution Venues. While the cost per unit of message
traffic or share volume necessarily will decrease as volume increases
in any tiered fee model using fixed fee percentages and, as a result,
Small Industry Members and small Execution Venues may pay a larger fee
per message or share, this comment fails to take account of the
substantial differences in the absolute fees paid by Small Industry
Members and small Execution Venues as opposed to large Industry Members
and large Execution Venues. For example, under the revised funding
model, Tier 7 Industry Members would pay a quarterly fee of $105, while
Tier 1 Industry Members would pay a quarterly fee of $81,483.
Similarly, a Tier 4 Equity Execution Venue would pay a quarterly fee of
$129, while a Tier 1 Equity Execution Venue would pay a quarterly fee
of $81,048. Thus, Small Industry Members and small Execution Venues are
not disadvantaged in terms of the total fees that they actually pay. In
contrast to a tiered model using fixed fee percentages, the Operating
Committee believes that strictly variable or metered funding models
based on message traffic or share volume would be more likely to affect
market behavior and may present administrative challenges (e.g., the
costs to calculate and monitor fees may exceed the fees charged to the
smallest CAT Reporters).
(G) Other Alternatives Considered
    In addition to the various funding model alternatives discussed
above regarding discounts, number of tiers and allocation percentages,
the Operating Committee also discussed other possible funding models.
For example, the Operating Committee considered allocating the total
CAT costs equally among each of the Participants, and then permitting
each Participant to charge its own members as it deems appropriate.\81\
The Operating Committee determined that such an approach raised a
variety of issues, including the likely inconsistency of the ensuing
charges, potential for lack of transparency, and the impracticality of
multiple SROs submitting invoices for CAT charges. The Operating
Committee therefore determined that the proposed funding model was
preferable to this alternative.
---------------------------------------------------------------------------

    \81\ See FIA Principal Traders Group Letter at 2; Belvedere
Letter at 4.
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(H) Industry Member Input
    Commenters expressed concern regarding the level of Industry Member
input into the development of the proposed funding model, and certain
commenters have recommended a greater role in the governance of the
CAT.\82\ The Participants previously addressed this concern in its
letters responding to comments on the Plan and the CAT Fees.\83\ As
discussed in those letters, the Participants discussed the funding
model with the Development Advisory Group (``DAG''), the advisory group
formed to assist in the development of the Plan, during its original
development.\84\ Moreover, Industry Members currently have
representation on the Operating Committee and operation of the CAT
generally through the Advisory Committee established pursuant to Rule
613(b)(7) and Section 4.13 of the Plan. The Advisory Committee attends
all meetings of the Operating Committee, as well as meetings of various
subcommittees and working groups, and provides valuable and critical
input for the Participants' and Operating Committee's consideration.
The Operating Committee continues to believe that Industry Members have
an appropriate voice regarding the funding of the Company.
---------------------------------------------------------------------------

    \82\ See Suspension Order at 31662; MFA Letter at 1-3.
    \83\ Letter from Participants to Brent J. Fields, Secretary, SEC
(Sept. 23, 2016) (``Plan Response Letter''); Letter from CAT NMS
Plan Participants to Brent J. Fields, Secretary, SEC (June 29, 2017)
(``Fee Rule Response Letter'').
    \84\ Fee Rule Response Letter at 2; Plan Response Letter at 18.
---------------------------------------------------------------------------

(I) Conflicts of Interest
    Commenters also raised concerns regarding Participant conflicts of
interest in setting the CAT Fees.\85\ The Participants previously
responded to this concern in both the Plan Response Letter and the Fee
Rule Response Letter.\86\ As discussed in those letters, the Plan, as
approved by the SEC, adopts various measures to protect against the
potential conflicts issues raised by the Participants' fee-setting
authority. Such measures include the operation of the Company as a not
for profit business league and on a break-even basis, and the
requirement that the Participants file all CAT Fees under Section 19(b)
of the Exchange Act. The Operating Committee continues to believe that
these measures adequately protect against concerns regarding conflicts
of interest in setting fees, and that additional measures, such as an
independent third party to evaluate an appropriate CAT Fee, are
unnecessary.
---------------------------------------------------------------------------

    \85\ See Suspension Order at 31662; FIA Principal Traders Group
at 3.
    \86\ See Plan Response Letter at 16, 18; Fee Rule Response
Letter at 11-12.
---------------------------------------------------------------------------

(J) Fee Transparency
    Commenters also argued that they could not adequately assess
whether the CAT Fees were fair and equitable because the Operating
Committee has not provided details as to what the Participants are
receiving in return for the CAT Fees.\87\ The Operating Committee
provided a detailed discussion of the proposed funding model in the
Plan, including the expenses to be covered by the CAT Fees. In
addition, the agreement between the Company and the Plan Processor sets
forth a comprehensive set of services to be provided to the Company
with regard to the CAT. Such services include, without limitation: User
support services (e.g., a help desk); tools to allow each CAT Reporter
to monitor and correct their submissions; a comprehensive compliance
program to monitor CAT Reporters' adherence to Rule 613; publication of
detailed Technical Specifications for Industry Members and
Participants; performing data linkage functions; creating comprehensive
data security and confidentiality safeguards; creating query
functionality for regulatory users (i.e., the Participants, and the SEC
and SEC staff); and performing billing and collection functions. The
Operating Committee further notes that the services provided by the
Plan Processor and the costs related thereto were subject to a bidding
process.
---------------------------------------------------------------------------

    \87\ See FIA Principal Traders Group at 3; SIFMA Letter at 3.
---------------------------------------------------------------------------

(K) Funding Authority
    Commenters also questioned the authority of the Operating Committee
to impose CAT Fees on Industry Members.\88\ The Participants previously
responded to this same comment in the Plan Response Letter and the Fee
Rule Response Letter.\89\ As the Participants previously noted, SEC
Rule 613 specifically contemplates broker-dealers

contributing to the funding of the CAT. In addition, as noted by the
SEC, the CAT ``substantially enhance[s] the ability of the SROs and the
Commission to oversee today's securities markets,'' \90\ thereby
benefitting all market participants. Therefore, the Operating
Committing continues to believe that it is equitable for both
Participants and Industry Members to contribute to funding the cost of
the CAT.
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    \88\ See Suspension Order at 31661-2; SIFMA Letter at 2.
    \89\ See Plan Response Letter at 9; Fee Rule Response Letter at
3-4.
    \90\ Rule 613 Adopting Release at 45726.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b)(4) of the Act,\91\ because it
provides for the equitable allocation of reasonable dues, fees, and
other charges among members and issuers and other persons using its
facilities. The Exchange believes the proposed rule change is also
consistent with Section 6(b)(5) of the Act,\92\ which requires, among
other things, that the Exchange's rules be designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, and, in general, to protect investors
and the public interest, and not designed to permit unfair
discrimination between customers, issuers, brokers and dealers. As
discussed above, the SEC approved the bifurcated, tiered, fixed fee
funding model in the CAT NMS Plan, finding it was reasonable and that
it equitably allocated fees among Participants and Industry Members.
The Exchange believes that the proposed tiered fees adopted pursuant to
the funding model approved by the SEC in the CAT NMS Plan are
reasonable, equitably allocated and not unfairly discriminatory.
---------------------------------------------------------------------------

    \91\ 15 U.S.C. 78f(b)(4).
    \92\ 15 U.S.C. 78f(b)(6).
---------------------------------------------------------------------------

    The Exchange believes that this proposal is consistent with the Act
because it implements, interprets or clarifies the provisions of the
Plan, and is designed to assist the Exchange and its Industry Members
in meeting regulatory obligations pursuant to the Plan. In approving
the Plan, the SEC noted that the Plan ``is necessary and appropriate in
the public interest, for the protection of investors and the
maintenance of fair and orderly markets, to remove impediments to, and
perfect the mechanism of a national market system, or is otherwise in
furtherance of the purposes of the Act.'' \93\ To the extent that this
proposal implements, interprets or clarifies the Plan and applies
specific requirements to Industry Members, the Exchange believes that
this proposal furthers the objectives of the Plan, as identified by the
SEC, and is therefore consistent with the Act.
---------------------------------------------------------------------------

    \93\ Approval Order at 84697.
---------------------------------------------------------------------------

    The Exchange believes that the proposed tiered fees are reasonable.
First, the total CAT Fees to be collected would be directly associated
with the costs of establishing and maintaining the CAT, where such
costs include Plan Processor costs and costs related to insurance,
third party services and the operational reserve. The CAT Fees would
not cover Participant services unrelated to the CAT. In addition, any
surplus CAT Fees cannot be distributed to the individual Participants;
such surpluses must be used as a reserve to offset future fees. Given
the direct relationship between the fees and the CAT costs, the
Exchange believes that the total level of the CAT Fees is reasonable.
    In addition, the Exchange believes that the proposed CAT Fees are
reasonably designed to allocate the total costs of the CAT equitably
between and among the Participants and Industry Members, and are
therefore not unfairly discriminatory. As discussed in detail above,
the proposed tiered fees impose comparable fees on similarly situated
CAT Reporters. For example, those with a larger impact on the CAT
(measured via message traffic or market share) pay higher fees, whereas
CAT Reporters with a smaller impact pay lower fees. Correspondingly,
the tiered structure lessens the impact on smaller CAT Reporters by
imposing smaller fees on those CAT Reporters with less market share or
message traffic. In addition, the fee structure takes into
consideration distinctions in securities trading operations of CAT
Reporters, including ATSs trading OTC Equity Securities, and equity and
options market makers.
    Moreover, the Exchange believes that the division of the total CAT
costs between Industry Members and Execution Venues, and the division
of the Execution Venue portion of total costs between Equity and
Options Execution Venues, is reasonably designed to allocate CAT costs
among CAT Reporters. The 75%/25% division between Industry Members
(other than Execution Venue ATSs) and Execution Venues maintains the
greatest level of comparability across the funding model. For example,
the cost allocation establishes fees for the largest Industry Members
(i.e., those Industry Members in Tier 1) that are comparable to the
largest Equity Execution Venues and Options Execution Venues (i.e.,
those Execution Venues in Tier 1). Furthermore, the allocation of total
CAT cost recovery recognizes the difference in the number of CAT
Reporters that are Industry Members (other than Execution Venue ATSs)
versus CAT Reporters that are Execution Venues. Similarly, the 67%/33%
division between Equity Execution Venues and Options Execution Venues
also helps to provide fee comparability for the largest CAT Reporters.
    Finally, the Exchange believes that the proposed fees are
reasonable because they would provide ease of calculation, ease of
billing and other administrative functions, and predictability of a
fixed fee. Such factors are crucial to estimating a reliable revenue
stream for the Company and for permitting CAT Reporters to reasonably
predict their payment obligations for budgeting purposes.
    For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 6(b)(8) of the Act \94\ require that the Exchange's rules
not impose any burden on competition that is not necessary or
appropriate. The Exchange does not believe that the proposed rule
change will result in any burden on competition that is not necessary
or appropriate in furtherance of the purposes of the Act. The Exchange
notes that the proposed rule change implements provisions of the CAT
NMS Plan approved by the Commission, and is designed to assist the
Exchange in meeting its regulatory obligations pursuant to the Plan.
Similarly, all national securities exchanges and FINRA are proposing a
similar proposed fee change to implement the requirements of the CAT
NMS Plan. Therefore, this is not a competitive fee filing and,
therefore, it does not raise competition issues between and among the
exchanges and FINRA.
---------------------------------------------------------------------------

    \94\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    Moreover, as previously described, the Exchange believes that the
proposed rule change fairly and equitably allocates costs among CAT
Reporters. In particular, the proposed fee schedule is structured to
impose comparable fees on similarly situated CAT Reporters, and lessen
the impact on smaller CAT Reporters. CAT Reporters with similar levels
of CAT activity will pay similar fees. For example, Industry Members
(other than Execution Venue ATSs) with higher levels of message traffic
will pay higher fees, and those with lower levels of message traffic
will pay lower fees. Similarly, Execution Venue ATSs and other
Execution Venues with larger market share will pay higher fees, and
those with lower levels of market share

will pay lower fees. Therefore, given that there is generally a
relationship between message traffic and market share to the CAT
Reporter's size, smaller CAT Reporters generally pay less than larger
CAT Reporters. Accordingly, the Exchange does not believe that the CAT
Fees would have a disproportionate effect on smaller or larger CAT
Reporters. In addition, ATSs and exchanges will pay the same fees based
on market share. Therefore, the Exchange does not believe that the fees
will impose any burden on the competition between ATSs and exchanges.
Accordingly, the Exchange believes that the proposed fees will minimize
the potential for adverse effects on competition between CAT Reporters
in the market.
    Furthermore, the tiered, fixed fee funding model limits the
disincentives to providing liquidity to the market. Therefore, the
proposed fees are structured to limit burdens on competitive quoting
and other liquidity provision in the market.
    In addition, the Exchange believes that the proposed changes to the
Original Proposal, as discussed above in detail, address certain
competitive concerns raised by commenters, including concerns related
to, among other things, smaller ATSs, ATSs trading OTC Equity
Securities, market making quoting and fee comparability. As discussed
above, the Exchange believes that this Amendment addresses the
competitive concerns raised by commenters.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
is consistent with the Act. In particular, the Commission seeks comment
on the following:

Allocation of Costs

    (1) Commenters' views as to whether the allocation of CAT costs is
consistent with the funding principle expressed in the CAT NMS Plan
that requires the Operating Committee to ``avoid any disincentives such
as placing an inappropriate burden on competition and a reduction in
market quality.'' \95\
---------------------------------------------------------------------------

    \95\ Section 11.2(e) of the CAT NMS Plan.
---------------------------------------------------------------------------

    (2) Commenters' views as to whether the allocation of 25% of CAT
costs to the Execution Venues (including all the Participants) and 75%
to Industry Members, will incentivize or disincentivize the
Participants to effectively and efficiently manage the CAT costs
incurred by the Participants since they will only bear 25% of such
costs.
    (3) Commenters' views on the determination to allocate 75% of all
costs incurred by the Participants from November 21, 2016 to November
21, 2017 to Industry Members (other than Execution Venue ATSs), when
such costs are development and build costs and when Industry Member
reporting is scheduled to commence a year later, including views on
whether such ``fees, costs and expenses . . . [are] fairly and
reasonably shared among the Participants and Industry Members'' in
accordance with the CAT NMS Plan.\96\
---------------------------------------------------------------------------

    \96\ Section 11.1(c) of the CAT NMS Plan.
---------------------------------------------------------------------------

    (4) Commenters' views on whether an analysis of the ratio of the
expected Industry Member-reported CAT messages to the expected SRO-
reported CAT messages should be the basis for determining the
allocation of costs between Industry Members and Execution Venues.\97\
---------------------------------------------------------------------------

    \97\ The Notice for the CAT NMS Plan did not provide a
comprehensive count of audit trail message traffic from different
regulatory data sources, but the Commission did estimate the ratio
of all SRO audit trail messages to OATS audit trail messages to be
1.9431. See Securities Exchange Act Release No. 77724 (April 27,
2016), 81 FR 30613, 30721 n.919 and accompanying text (May 17,
2016).
---------------------------------------------------------------------------

    (5) Any additional data analysis on the allocation of CAT costs,
including any existing supporting evidence.

Comparability

    (6) Commenters' views on the shift in the standard used to assess
the comparability of CAT Fees, with the emphasis now on comparability
of individual entities instead of affiliated entities, including views
as to whether this shift is consistent with the funding principle
expressed in the CAT NMS Plan that requires the Operating Committee to
establish a fee structure in which the fees charged to ``CAT Reporters
with the most CAT-related activity (measured by market share and/or
message traffic, as applicable) are generally comparable (where, for
these comparability purposes, the tiered fee structure takes into
consideration affiliations between or among CAT Reporters, whether
Execution Venues and/or Industry Members).'' \98\
---------------------------------------------------------------------------

    \98\ Section 11.2(c) of the CAT NMS Plan.
---------------------------------------------------------------------------

    (7) Commenters' views as to whether the reduction in the number of
tiers for Industry Members (other than Execution Venue ATSs) from nine
to seven, the revised allocation of CAT costs between Equity Execution
Venues and Options Execution Venues from a 75%/25% split to a 67%/33%
split, and the adjustment of all tier percentages and recovery
allocations achieves comparability across individual entities, and
whether these changes should have resulted in a change to the
allocation of 75% of total CAT costs to Industry Members (other than
Execution Venue ATSs) and 25% of such costs to Execution Venues.

Discounts

    (8) Commenters' views as to whether the discounts for options
market-makers, equities market-makers, and Equity ATSs trading OTC
Equity Securities are clear, reasonable, and consistent with the
funding principle expressed in the CAT NMS Plan that requires the
Operating Committee to ``avoid any disincentives such as placing an
inappropriate burden on competition and a reduction in market
quality,'' \99\ including views as to whether the discounts for market-
makers limit any potential disincentives to act as a market-maker and/
or to provide liquidity due to CAT fees.
---------------------------------------------------------------------------

    \99\ Section 11.2(e) of the CAT NMS Plan.
---------------------------------------------------------------------------

Calculation of Costs and Imposition of CAT Fees

    (9) Commenters' views as to whether the amendment provides
sufficient information regarding the amount of costs incurred from
November 21, 2016 to November 21, 2017, particularly, how those costs
were calculated, how those costs relate to the proposed CAT Fees, and
how costs incurred after November 21, 2017 will be assessed upon
Industry Members and Execution Venues;
    (10) Commenters' views as to whether the timing of the imposition
and collection of CAT Fees on Execution Venues and Industry Members is
reasonably related to the timing of when the Company expects to incur
such development and implementation costs.\100\
---------------------------------------------------------------------------

    \100\ Section 11.1(c) of the CAT NMS Plan.
---------------------------------------------------------------------------

    (11) Commenters' views on dividing CAT costs equally among each of
the Participants, and then each Participant charging its own members as
it deems appropriate, taking into consideration the possibility of
inconsistency in charges, the potential for lack of transparency, and
the impracticality of multiple SROs submitting invoices for CAT
charges.

Burden on Competition and Barriers to Entry

    (12) Commenters' views as to whether the allocation of 75% of CAT
costs to Industry Members (other than Execution Venue ATSs) imposes any
burdens on competition to Industry Members, including views on what
baseline competitive landscape the Commission should consider when
analyzing the proposed allocation of CAT costs.
    (13) Commenters' views on the burdens on competition, including the
relevant markets and services and the impact of such burdens on the
baseline competitive landscape in those relevant markets and services.
    (14) Commenters' views on any potential burdens imposed by the fees
on competition between and among CAT Reporters, including views on
which baseline markets and services the fees could have competitive
effects on and whether the fees are designed to minimize such effects.
    (15) Commenters' general views on the impact of the proposed fees
on economies of scale and barriers to entry.
    (16) Commenters' views on the baseline economies of scale and
barriers to entry for Industry Members and Execution Venues and the
relevant markets and services over which these economies of scale and
barriers to entry exist.
    (17) Commenters' views as to whether a tiered fee structure
necessarily results in less active tiers paying more per unit than
those in more active tiers, thus creating economies of scale, with
supporting information if possible.
    (18) Commenters' views as to how the level of the fees for the
least active tiers would or would not affect barriers to entry.
    (19) Commenters' views on whether the difference between the cost
per unit (messages or market share) in less active tiers compared to
the cost per unit in more active tiers creates regulatory economies of
scale that favor larger competitors and, if so:
    (a) How those economies of scale compare to operational economies
of scale; and
    (b) Whether those economies of scale reduce or increase the current
advantages enjoyed by larger competitors or otherwise alter the
competitive landscape.
    (20) Commenters' views on whether the fees could affect competition
between and among national securities exchanges and FINRA, in light of
the fact that implementation of the fees does not require the unanimous
consent of all such entities, and, specifically:
    (a) Whether any of the national securities exchanges or FINRA are
disadvantaged by the fees; and
    (b) If so, whether any such disadvantages would be of a magnitude
that would alter the competitive landscape.
    (21) Commenters' views on any potential burden imposed by the fees
on competitive quoting and other liquidity provision in the market,
including, specifically:
    (a) Commenters' views on the kinds of disincentives that discourage
liquidity provision and/or disincentives that the Commission should
consider in its analysis;
    (b) Commenters' views as to whether the fees could disincentivize
the provision of liquidity; and
    (c) Commenters' views as to whether the fees limit any
disincentives to provide liquidity.
    (22) Commenters' views as to whether the amendment adequately
responds to and/or addresses comments received on related filings.

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NYSEARCA-2017-52 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEARCA-2017-52. This
file number should be included on the subject line if email is used. 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 (http://www.sec.gov/rules/sro.shtml).
Copies 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 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEARCA-2017-52 and should be submitted
on or before January 4, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\101\
---------------------------------------------------------------------------

    \101\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-27024 Filed 12-13-17; 8:45 am]
 BILLING CODE 8011-01-P