[Federal Register: August 10, 2010 (Volume 75, Number 153)]
[Notices]
[Page 48400-48402]
[DOCID:fr10au10-94]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62647; File No. SR-BX-2010-053]

Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the
Rules of the Boston Options Exchange Group, LLC To Enable the Listing
and Trading of Options on the Sprott Physical Gold Trust

August 4, 2010.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 28, 2010, NASDAQ OMX BX, Inc. (the ``Exchange''), filed with
the Securities and Exchange Commission (``Commission'') the proposed
rule change as described in Items I and II below, which Items have been
prepared by the self-regulatory organization. The Exchange filed the
proposed rule change pursuant to Section 19(b)(3)(A) of the Act \3\ and
Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal effective
upon filing with the Commission. The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    NASDAQ OMX BX, Inc. (the ``Exchange'') proposes to amend the Rules
of the Boston Options Exchange Group, LLC (``BOX'') to enable the
listing and trading of options on the Sprott Physical Gold Trust. A
copy of the proposed rule change is available from the principal office
of the Exchange, at the Commission's Public Reference Room and also on
the Exchange's Internet Web site at http://
nasdaqomxbx.cchwallstreet.com/NASDAQOMXBX/Filings/.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
has prepared summaries, set forth in Sections A, B, and C below, of the
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Recently, the U.S. Securities and Exchange Commission (``SEC'' or
``Commission'') authorized the listing and trading on BOX of options on
the SPDR Gold Trust,\5\ the iShares COMEX Gold Trust,\6\ the iShares
Silver Trust,\7\ the ETFS Gold Trust,\8\ the ETFS Silver Trust,\9\ the
ETFS Palladium Trust \10\ and the ETFS Platinum Trust.\11\ Now, the
Exchange proposes that BOX list and trade options on PHYS.
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    \5\ See Securities Exchange Act Release No. 58136 (July 10,
2008), 73 FR 40884 (July 16, 2008) (SR-BSE-2008-41).
    \6\ See Securities Exchange Act Release No. 59055 (December 4,
2008), 73 FR 75148 (December 10, 2008) (SR-BSE-2008-51).
    \7\ Id.
    \8\ See Securities Exchange Act Release No. 62464 (July 7,
2010), 75 FR 40007 (July 13, 2010) (SR-BX-2010-045).
    \9\ Id.
    \10\ Id.
    \11\ Id.
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    Under Chapter IV, Section 3(i) of the BOX Rules, Exchange-Traded
Fund Shares (``ETFs'') must meet the following

criteria to be eligible as underlying securities for options traded on
BOX: The ETFs must (i) be traded on a national securities exchange;
(ii) be defined as an ``NMS'' stock under Rule 600 of Regulation NMS;
and (iii)(a) represent interests in registered investment companies (or
series thereof) organized as open-end management investment companies,
unit investment trusts or similar entities that hold portfolios of
securities and/or financial instruments, including, but not limited to,
stock index futures contracts, options on futures, options on
securities and indices, equity caps, collars and floors, swap
agreements, forward contracts, repurchase agreements and reverse
repurchase agreements (the ``Financial Instruments''), and money market
instruments, including, but not limited to, U.S. government securities
and repurchase agreements (the ``Money Market Instruments'') comprising
or otherwise based on or representing investments in broad based
indexes or portfolios of securities and/or Financial Instruments and
Money Market Instruments (or that hold securities in one or more other
registered investment companies that themselves hold such portfolios of
securities and/or Financial Instruments and Money Market Instruments);
(b) represent interests in a trust that holds a specified non-U.S.
currency or currencies deposited with the trust or similar entity when
aggregated in some specified minimum number that may be surrendered to
the trust by the beneficial owner to receive the specified non-U.S.
currency or currencies and pays the beneficial owner interest and other
distributions on the deposited non-U.S. currency or currencies, if any,
declared and paid by the trust (``Currency Trust Shares''); (c)
represent commodity pool interests principally engaged, directly or
indirectly, in holding and/or managing portfolios or baskets of
securities, commodity futures contracts, options on commodity futures
contracts, swaps, forward contracts and/or options on physical
commodities and/or non-U.S. currency (``Commodity Pool ETFs''); or (d)
represent interests in the SPDR[supreg] Gold Trust, iShares COMEX Gold
Trust, iShares Silver Trust, ETFS Gold Trust, ETFS Silver Trust, ETFS
Palladium Trust or the ETFS Platinum Trust.\12\ This rule change
proposes to expand the types of ETFs that may be approved for options
trading on BOX to include PHYS.
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    \12\ See Chapter IV, Section 3(i) of the BOX Rules.
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    Apart from allowing PHYS to be an underlying security for options
traded on BOX as described above, the listing standards for ETFs will
remain unchanged from those that apply under current BOX rules. ETFs on
which options may be listed and traded must still be listed and traded
on a national securities exchange and must satisfy the other listing
standards set forth in Chapter IV, Section 3(i) of the BOX Rules.
    Specifically, in addition to satisfying the aforementioned listing
requirements, ETFs must either (1) meet the criteria and guidelines set
forth in paragraphs (a) and (b) of Chapter IV, Section 3 of the BOX
Rules or (2) be available for creation or redemption each business day
from or through the issuing trust, investment company, commodity pool
or other entity in cash or in kind at a price related to net asset
value, and the issuer must be obligated to issue ETF shares in a
specified aggregate number even if some or all of the investment assets
and/or cash required to be deposited have not been received by the
issuer, subject to the condition that the person obligated to deposit
the investment assets has undertaken to deliver them as soon as
possible and such undertaking is secured by the delivery and
maintenance of collateral consisting of cash or cash equivalents
satisfactory to the issuer of the ETF, all as provided in the ETF's
prospectus.
    The current continued listing standards for options on ETFs will
apply to options on PHYS. Specifically, under Chapter IV, Section 4(h)
of the BOX Rules, options on ETFs may be subject to the suspension of
opening transactions as follows: (i) In the case of options covering
ETFs approved pursuant to Section 3(i)(A)(1), in accordance with the
terms of subparagraphs (b)(i), (ii) and (iii) of Chapter IV, Section 4
of the BOX Rules; (ii) in the case of options covering ETFs approved
pursuant to Chapter IV, Section 3(i)(A)(2) of the BOX Rules, following
the initial twelve-month period beginning upon the commencement of
trading in the ETF on a national securities exchange,\13\ if there are
fewer than 50 record and/or beneficial holders of the ETF for 30 or
more consecutive trading days; (iii) the value of the index, portfolio
of securities, non-U.S. currency, or portfolio of commodities including
commodity futures contracts, options on commodity futures contracts,
swaps, forward contracts and/or options on physical commodities and/or
Financial Instruments and Money Market Instruments on which the ETF is
based is no longer calculated or available; or (iv) an event occurs or
condition exists that in the opinion of BOXR makes further dealing in
such options on BOX inadvisable.
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    \13\ The ETF must also be defined as an NMS Stock under Rule 600
of Regulation NMS.
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    Additionally, PHYS shall not be deemed to meet the requirements for
continued approval, and BOX shall not open for trading any additional
series of option contracts of the class covering PHYS, if PHYS ceases
to be an ``NMS stock'' as provided for in Chapter IV, Section 4(b)(vi)
of the BOX Rules or PHYS is halted from trading on its primary market.
    The addition of PHYS to Chapter IV, Section 3(i) of the BOX Rules
will not have any effect on the rules pertaining to position and
exercise limits \14\ or margin requirements.\15\
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    \14\ See Chapter III, Sections 7 and 9 of the BOX Rules.
    \15\ See Chapter XIII of the BOX Rules.
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    The Exchange represents that its surveillance procedures applicable
to trading in options on PHYS will be similar to those applicable to
all other options on other ETFs currently traded on BOX. Also, the
Exchange may obtain information from the New York Mercantile Exchange,
Inc. (``NYMEX'') (a member of the Intermarket Surveillance Group)
related to any financial instrument that is based, in whole or in part,
upon an interest in or performance of gold.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the
requirements of Section 6(b) of the Act,\16\ in general, and Section
6(b)(5) of the Act,\17\ in particular, in that it is designed to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, and processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism for a free and open market and a national market
system and, in general, to protect investors and the public interest.
In particular, the Exchange believes that amending the BOX Rules to
accommodate the listing and trading of options on PHYS will benefit
investors by providing them with valuable risk management tools.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.

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

    The Exchange has neither solicited nor received comments on the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change: (1) Does not
significantly affect the protection of investors or the public
interest; (2) does not impose any significant burden on competition;
and (3) by its terms does not become operative for 30 days after the
date of this filing, or such shorter time as the Commission may
designate if consistent with the protection of investors and the public
interest, the proposed rule change has become effective pursuant to
Section 19(b)(3)(A) of the Act \18\ and Rule 19b-4(f)(6)
thereunder.\19\
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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to provide the Commission
with written notice of its intent to file the proposed rule change,
along with a brief description and text of the proposed rule change,
at least five business days prior to the date of filing of the
proposed rule change, or such shorter time as designated by the
Commission. The Exchange has fulfilled this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) normally does
not become operative for 30 days after the date of filing. However,
Rule 19b-4(f)(6)(iii) permits the Commission to designate a shorter
time if such action is consistent with the protection of investors and
the public interest. The Exchange requests that the Commission waive
the 30-day operative delay so that the Exchange can list and trade
options on the Sprott Physical Gold Trust immediately. The Commission
believes that waiving the 30-day operative delay is consistent with the
protection of investors and the public interest to permit the Exchange
to list and trade options on the Sprott Physical Gold Trust without
delay.\20\ The Commission notes the proposal is substantively identical
to proposals that were recently approved by the Commission, and does
not raise any new regulatory issues.\21\ For these reasons, the
Commission designates the proposed rule change as operative upon
filing.
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    \20\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
    \21\ See Securities Exchange Act Release No. 62463 (July 7,
2010), 75 FR 40005 (July 13, 2010) (SR-CBOE-2010-043).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-BX-2010-053 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-BX-2010-053. This file
number should be included on the subject line if e-mail 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 Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission,\22\ 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 Web site
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 a.m. and 3 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; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-BX-
2010-053 and should be submitted on or before August 31, 2010.
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    \22\ The text of the proposed rule change is available on the
Commission's Web site at http://www.sec.gov.
    \23\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-19654 Filed 8-9-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 83, Number 233 (Tuesday, December 4, 2018)]
[Notices]
[Pages 62636-62637]
[FR Doc No: 2018-26264]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Advisers Act Release No. 5068; 803-00244]

Apollo Management, L.P.

November 28, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of application for an exemptive order under Section 206A of
the Investment Advisers Act of 1940 (the ``Act'') and Rule 206(4)-5(e).
    Applicant: Apollo Management, L.P. (the ``Applicant'' or
``Adviser'').
    Summary of Application: Applicant requests that the Commission
issue an order under section 206A of the Act and rule 206(4)-5(e)
exempting it from rule 206(4)-5(a)(1) under the Act to permit Applicant
to receive compensation from certain government entities for investment
advisory services provided to government entities within the two-year
period following a contribution by a covered associate of the Applicant
to an official of the government entities.
    Filing Dates: The application was filed on January 19, 2018, and an
amended and restated application was filed on August 23, 2018.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving Applicant with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on December 26, 2018, and should be accompanied by proof of
service on Applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons may request
notification of a hearing by writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street
NE, Washington, DC 20549-1090. Applicant: Apollo Management, L.P., 9 W
57th Street, New York, NY 10019.

FOR FURTHER INFORMATION CONTACT: Nick Cordell, Senior Counsel, or Aaron
Gilbride, Branch Chief, at<PHONE_NUMBER> (Division of Investment
Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website at http://www.sec.gov/rules/iareleases.shtml or by
calling<PHONE_NUMBER>.

Applicant's Representations

    1. Applicant is registered with the Commission as an investment
adviser pursuant to the Act. Applicant acts as adviser to private funds
exempt from registration under the Investment Company Act of 1940.
    2. The individual who made the campaign contribution that triggered
the two-year compensation ban (the ``Contribution'') is Stephanie
Drescher (the ``Contributor''). The Contributor is the Global Head of
Business Development & Investor Relationship Management. The
Contributor supervises the team that does most of the day-to-day
solicitation of government entities and other prospective investors,
and personally participates in some solicitations. Applicant submits
that, because the Contributor supervises and participates in the
solicitation of government entities, she is, and at all relevant times
was, a covered associate pursuant to rule 206(4)-5(f)(2)(i).
    3. Two investors in funds advised by the Adviser, Client A and
Client B, are Ohio state pension funds. The Clients are government
entities as defined in Rule 206(4)-5(f)(5)(i).
    4. The recipient of the Contribution was John Kasich (the
``Official''), the Governor of Ohio, in his campaign for President of
the United States. The investment decisions of each Client are overseen
by a board of trustees or directors (the ``Board'' or the ``Boards''),
to which the Governor appoints certain members. The Applicant submits
that due to the power of appointment, the Governor is an ``official''
of each Client under rule 206(4)-5.
    5. The Contribution that triggered rule 206(4)-5's prohibition on
compensation under rule 206(4)-5(a)(1) was made online on April 22,
2016 (``the Contribution Date'') for the amount of $1,000 to the
Official's campaign for President of the United States. Applicant
submits that the Contribution was not motivated by any desire to
influence the award of investment advisory business and that the
Contributor had no intention to seek, and no action was taken either by
the Contributor or the Applicant to obtain, any direct or indirect
influence from the Official or any other person. Applicant represents
that the Contribution was motivated by the Contributor's belief that
the Official was the candidate in the in the Republican field most in
line with her views. Applicant further represents that the Contributor
did not attend any campaign events for the Official and did not have
any contact with the Official or the Official's campaign staff, and
that she contributed to the presidential campaign of Hillary Clinton
that same month. The Contributor did not solicit or coordinate any
other contributions for the Official. Applicant also represents that,
at the time of the Contribution, the Contributor was focused on the
presidential election and forgot to pre-clear the contribution as
required by the Adviser's policies and procedures. The Contributor was
the only employee of the Adviser with knowledge of the Contribution
prior to its discovery by the Adviser.
    6. The Applicant discovered the Contribution in December 2016
during a search of the public record for political contributions. While
the Applicant's compliance department noted the lack of pre-clearance
as a violation of the Adviser's policy, it did not identify that the
Contribution triggered a ban on compensation under rule 206(4)-5(a)(1).
Media coverage of another investment adviser's application for an
exemptive order related to a contribution to the Official prompted the
Applicant to review its records in October 2017, at which point the
Applicant identified the Contribution as triggering a ban on
compensation under rule 206(4)-5(a)(1). The Contributor requested a
refund of the full $1,000 and received a refund on November 9, 2017.
Applicant represents that all compensation earned that is attributable
to the Clients' investments since the Contribution Date has been placed
in escrow pending the outcome of this Application.
    7. The Applicant's Political Contributions Policy (the ``Policy'')
was adopted and implemented before the proposal of rule 206(4)-5 and
was further amended before the rule's implementation date. The
Applicant submits that at the time of the Contribution, the Policy
required, and continues to require, that all employees pre-clear all
contributions (including contributions made by family members that the
employee financially supports) to any person (including any election
committee for any person) who was, at the time of the contribution, an
incumbent, candidate, or successful candidate for federal, state, or
local office. There is no de minimis exception from the pre-clearance
requirement. Under the existing Policy, the Adviser requires employees
to certify annually to their compliance with the Policy and sends
quarterly reminders about the Policy and its pre-clearance

requirement. In light of changes made to the Policy after the discovery
of the Contribution, future quarterly compliance alerts will highlight
in the reminders that federal contributions are covered. In addition,
the Adviser periodically conducts searches of public websites for
contributions made by employees.

Applicant's Legal Analysis

    1. Rule 206(4)-5(a)(1) under the Act prohibits a registered
investment adviser from providing investment advisory services for
compensation to a government entity within two years after a
contribution to an official of a government entity is made by the
investment adviser or any covered associate of the investment adviser.
Each of the Clients is a ``government entity,'' as defined in rule
206(4)-5(f)(5), the Contributor is a ``covered associate'' as defined
in rule 206(4)-5(f)(2), and the Official is an ``official'' as defined
in rule 206(4)-5(f)(6).
    2. Section 206A of the Act authorizes the Commission to
``conditionally or unconditionally exempt any person or transaction . .
. from any provision or provisions of [the Act] or of any rule or
regulation thereunder, if and to the extent that such exemption is
necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of [the Act].''
    3. Rule 206(4)-5(e) provides that the Commission may conditionally
or unconditionally grant an exemption to an investment adviser from the
prohibition under rule 206(4)-5(a)(1) upon consideration of the factors
listed below, among others:
    (1) Whether the exemption is necessary or appropriate in the public
interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the Act;
    (2) Whether the investment adviser: (i) Before the contribution
resulting in the prohibition was made, adopted and implemented policies
and procedures reasonably designed to prevent violations of the rule;
and (ii) prior to or at the time the contribution which resulted in
such prohibition was made, had no actual knowledge of the contribution;
and (iii) after learning of the contribution: (A) Has taken all
available steps to cause the contributor involved in making the
contribution which resulted in such prohibition to obtain a return of
the contribution; and (B) has taken such other remedial or preventive
measures as may be appropriate under the circumstances;
    (3) Whether, at the time of the contribution, the contributor was a
covered associate or otherwise an employee of the investment adviser,
or was seeking such employment;
    (4) The timing and amount of the contribution which resulted in the
prohibition;
    (5) The nature of the election (e.g., federal, state or local); and
    (6) The contributor's apparent intent or motive in making the
contribution which resulted in the prohibition, as evidenced by the
facts and circumstances surrounding such contribution.
    4. Applicant requests an order pursuant to section 206A and rule
206(4)-5(e), exempting them from the two-year prohibition on
compensation imposed by rule 206(4)-5(a)(1) with respect to investment
advisory services provided to the Clients within the two-year period
following the Contribution.
    5. Applicant submits that the exemption is necessary and
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Act. Applicant further submits that the other factors
set forth in rule 206(4)-5(e) similarly weigh in favor of granting an
exemption to the Applicant to avoid consequences disproportionate to
the violation.
    6. Applicant contends that given the nature of the Contribution,
and the lack of any evidence that the Adviser or the Contributor
intended to, or actually did, interfere with any Client's merit-based
process for the selection or retention of advisory services, the
Clients' interests are best served by allowing the Adviser and their
Clients to continue their relationship uninterrupted. Applicant states
that causing the Adviser to forgo the impacted compensation
attributable to the two-year period would result in a financial loss of
approximately $9 million or 9,000 times the amount of the Contribution.
Applicant suggests that the policy underlying rule 206(4)-5 is served
by ensuring that no improper influence is exercised over investment
decisions by governmental entities as a result of campaign
contributions and not by withholding compensation as a result of
unintentional violations.
    7. Applicant represents that the Policy was adopted and published
well before the Contribution Date. Applicant further represents that,
the Policy has conformed to the requirements of rule 206(4)-5 and has
been more rigorous than rule 206(4)-5's requirements as the Policy
requires internet testing.
    8. Applicant asserts that at no time did any employee or covered
associate of the Adviser or any of its affiliates, other than the
Contributor know of the Contribution until after it had happened.
    9. Applicant asserts that after learning of the Contribution, the
Adviser caused the Contributor to obtain a full refund of the
Contribution. Applicant submits that in response to the contribution,
the Adviser implemented enhancements to the Policy that include: (a)
Requiring covered associates to certify their compliance with the
Policy and report any contributions made; (b) enhancing training for
employees and compliance staff; and (c) developing a written checklist-
style procedures document for preclearing and reviewing contributions
to prevent any future issues.
    10. Applicant states that the Contributor is and has, at all
relevant times, been a covered associate of the Adviser.
    11. Applicant asserts that the bulk of Client A's investments
predate the Contribution and that the Contributor had no direct contact
with Client B. Applicant further asserts that the investment
transactions with the Clients were done on an arm's length basis and
the Contributor and the Applicant took no action to obtain any direct
or indirect influence from the Official.
    12. Applicant submits that neither the Adviser nor the Contributor
sought to interfere with the Clients' merit-based selection process for
advisory services, nor did they seek to negotiate higher fees or
greater ancillary benefits than would be achieved in arms' length
transactions. Applicant further submits that there was no violation of
the Adviser's fiduciary duty to deal fairly or disclose material
conflicts given the absence of any intent or action by the Adviser or
the Contributor to influence the selection process. Applicant contends
that in the case of the Contribution, the imposition of the two-year
prohibition on compensation does not achieve rule 206(4)-5's purposes
and would result in consequences disproportionate to the mistake that
was made.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-26264 Filed 12-3-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 41 (Wednesday, March 2, 2022)]
[Notices]
[Pages 11748-11755]
[FR Doc No: 2022-04335]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94310; File No. SR-CTA/CQ-2021-02]

Consolidated Tape Association; Order Instituting Proceedings To
Determine Whether To Approve or Disapprove the Thirty-Seventh
Substantive Amendment to the Second Restatement of the CTA Plan and
Twenty-Eighth Substantive Amendment to the Restated CQ Plan

February 24, 2022.

I. Introduction

    On November 5, 2021,\1\ the Participants \2\ in the Second
Restatement of the Consolidated Tape Association (``CTA'') Plan and
Restated Consolidated Quotation (``CQ'') Plan (collectively ``CTA/CQ
Plans'' or ``Plans'') \3\ filed with the Securities and Exchange
Commission (``Commission''), pursuant to Section 11A of the Securities
Exchange Act of 1934 (``Act'') \4\ and Rule 608 of Regulation National
Market System (``NMS'') thereunder,\5\ a proposal (the ``Proposed
Amendments'') to amend the Plans to implement the non-fee-related
aspects of the Commission's Market Data Infrastructure Rules (``MDI
Rules'').\6\ The Proposed Amendments were published for comment in the
Federal Register on November 29, 2021.\7\
---------------------------------------------------------------------------

    \1\ See Letter from Robert Books, Chair, CTA/CQ Operating
Committee, to Vanessa Countryman, Secretary, Commission (Nov. 5,
2021).
    \2\ The Participants are: Cboe BYX Exchange, Inc., Cboe BZX
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,
Cboe Exchange, Inc., Financial Industry Regulatory Authority, Inc.,
The Investors' Exchange LLC, Long-Term Stock Exchange, Inc., MEMX
LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., Nasdaq ISE, LLC, Nasdaq PHLX,
Inc., The Nasdaq Stock Market LLC, New York Stock Exchange LLC, NYSE
American LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and NYSE
National, Inc. (collectively, the ``Participants'').
    \3\ The CTA Plan, pursuant to which markets collect and
disseminate last-sale price information for non-Nasdaq-listed
securities, is a ``transaction reporting plan'' under Rule 601 of
Regulation NMS, 17 CFR 242.601, and a ``national market system
plan'' under Rule 608 of Regulation NMS, 17 CFR 242.608. The CQ
Plan, pursuant to which markets collect and disseminate bid/ask
quotation information for non-Nasdaq-listed securities, is a
``national market system plan'' under Rule 608 under the Act, 17 CFR
242.608. See Securities Exchange Act Release Nos. 10787 (May 10,
1974), 39 FR at 17799 (May 20, 1974) (declaring the CTA Plan
effective); 15009 (July 28, 1978), 43 FR at 34851 (Aug. 7, 1978)
(temporarily authorizing the CQ Plan); and 16518 (Jan. 22, 1980), 45
FR at 6521 (Jan. 28, 1980) (permanently authorizing the CQ Plan).
The most recent restatement of both Plans was in 1995.
    \4\ 15 U.S.C 78k-1(a)(3).
    \5\ 17 CFR 242.608.
    \6\ See Securities Exchange Act Release No. 90610, 86 FR 18596
(Apr. 9, 2021) (File No. S7-03-20) (``MDI Rules Release'').
    \7\ See Securities Exchange Act Release No. 93615 (Nov. 19,
2021), 86 FR 67800 (Nov. 29, 2021) (``Notice''). Comments received
in response to the Notice are available at https://www.sec.gov/comments/sr-ctacq-2021-02/srctacq202102.htm.
---------------------------------------------------------------------------

    This order institutes proceedings, under Rule 608(b)(2)(i) of
Regulation NMS,\8\ to determine whether to disapprove the Proposed
Amendments or to approve the Proposed Amendments with any changes or
subject to any conditions the Commission deems necessary or appropriate
after considering public comment.
---------------------------------------------------------------------------

    \8\ 17 CFR 242.608(b)(2)(i).
---------------------------------------------------------------------------

II. Summary of the Proposed Amendments 9
---------------------------------------------------------------------------

    \9\ The full text of the Proposed Amendments appear as
Attachments A and B to the Notice. See Notice, supra note 7, 86 FR
at 67802-29.
---------------------------------------------------------------------------

    The Participants propose to amend the Plans to comply with Rule
614(e) of the MDI Rules. Rule 614(e) requires participants to the
effective national market system plan(s) for NMS stocks to file by
November 5, 2021, an amendment with the Commission that includes each
of the requirements of Rule 614(e)(1)--(5).\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 242.614(e). The Participants have submitted separate
amendments to implement the fee-related aspects of the MDI Rules.
See Securities Exchange Act Release No. 93625 (Nov. 19, 2021), 86 FR
67517 (Nov. 26, 2021) (File No. SR-CTA/CQ-2021-03).
---------------------------------------------------------------------------

    Specifically, Rule 614(e)(1) requires the amendment to conform the
effective national market system plan(s) for NMS stocks to reflect the
provision of information with respect to quotations for and
transactions in NMS stocks that is necessary to generate consolidated
market data by the national securities exchange and national securities
association participants to competing consolidators and self-
aggregators.
    Rule 614(e)(2) requires the amendment to include the application of
timestamps by the national securities exchange and national securities
association participants on all information with respect to quotations
for and transactions in NMS stocks that is necessary to generate
consolidated market data, including the time that such information was
generated as applicable by the national securities exchange or national
securities association and the time the national securities exchange or
national securities association made such information available to
competing consolidators and self-aggregators.
    Rule 614(e)(3) requires the amendment to include assessments of
competing consolidator performance, including speed, reliability, and
cost of data provision and the provision of an annual report of such
assessment to the Commission.
    Rule 614(e)(4) requires the amendment to include the development,
maintenance and publication of a list that identifies the primary
listing exchange for each NMS stock.
    Rule 614(e)(5) requires the amendment to include the calculation
and publication on a monthly basis of consolidated market data gross
revenues for NMS stocks as specified by (i) listed on the NYSE; (ii)
listed on Nasdaq; and (iii) listed on exchanges other than NYSE or
Nasdaq.
    The following is a summary of the changes proposed to be made to
the Plans by the Proposed Amendments.

CTA Plan Proposed Amendments

Preface
    Under the Proposed Amendments, the CTA Plan would include the
following new provision: ``Terms used in this plan have the same
meaning as the terms are defined in Rule 600(b) under the Act.''
Section I.--Definitions
    The Proposed Amendments add a definition of ``Primary Listing
Exchange,'' as new Section I.(x), which means ``the national securities
exchange on which an Eligible Security is listed.'' The proposed
definition further states, ``[i]f an Eligible Security is listed on

more than one national securities exchange, Primary Listing Exchange
means the exchange on which the security has been listed the longest.''
Section IV.--Administration of the CTA Plan
    The Proposed Amendments add new Section IV.(e), Plan website
Disclosures, requiring CTA to publish on the CTA Plan's website the
Primary Listing Exchange for each Eligible Security, and, on a monthly
basis, the consolidated market data gross revenues for Eligible
Securities as specified by Tape A and Tape B securities. The
Participants explain that this addition is intended to comply with Rule
614(e)(4) and Rule 614(e)(5)(i) and (iii).\11\
---------------------------------------------------------------------------

    \11\ See Notice, supra note 7, 86 FR at 67800.
---------------------------------------------------------------------------

Section V.--The Processor and Competing Consolidators
    The Proposed Amendments amend the title of Section V. to include
competing consolidators, such that it is now titled ``The Processor and
Competing Consolidators'' and add new Section V.(f), Evaluation of
Competing Consolidators, to require the Operating Committee to assess
the performance of competing consolidators on an annual basis and to
submit an annual report to the Commission containing the assessment.
The Proposed Amendments require this annual report to include an
analysis with respect to competing consolidators' speed, reliability,
and cost of data provision. The Participants explain that these
additions are intended to comply with the requirements of Rule
614(e)(3).\12\
---------------------------------------------------------------------------

    \12\ See id.
---------------------------------------------------------------------------

    In addition, the Proposed Amendments require the Operating
Committee, in conducting the analysis, to review the monthly
performance metrics to be published by competing consolidators pursuant
to Rule 614(d)(5).\13\ Rule 614(d)(5) requires competing consolidators
to publish on their websites monthly performance metrics as defined by
the effective national market system plan(s) for NMS stocks.\14\ The
Proposed Amendments add the following monthly performance metrics to
this section:
---------------------------------------------------------------------------

    \13\ 17 CFR 242.614(d)(5).
    \14\ Id.
---------------------------------------------------------------------------

    (i) Capacity statistics, including system tested capacity, system
output capacity, total transaction capacity, and total transaction peak
capacity;
    (ii) Message rate and total statistics, including peak output rates
on the following bases: 1-millisecond, 10-millisecond, 100-millisecond,
500-millisecond, 1-second, and 5-second;
    (iii) System availability statistics, including system up-time
percentage and cumulative amount of outage time;
    (iv) Network delay statistics, including quote and trade zero
window size events, quote and trade retransmit events, and quote and
trade message total; and
    (v) Latency statistics, including distribution statistics up to the
99.99th percentile, for the following:
    (A) When a Participant sends an inbound message to a competing
consolidator and when the competing consolidator receives the inbound
message;
    (B) When the competing consolidator receives the inbound message
and when the competing consolidator sends the corresponding
consolidated message to a customer of the competing consolidator; and
    (C) When a Participant sends an inbound message to a competing
consolidator and when the competing consolidator sends the
corresponding consolidated message to a customer of the competing
consolidator.
    The Participants explain that they have proposed to amend Section
V. to define the monthly performance metrics in accordance with Rule
614(d)(5).\15\
---------------------------------------------------------------------------

    \15\ See Notice, supra note 7, 86 FR at 67800.
---------------------------------------------------------------------------

Section VI.--Consolidated Tape
    The Proposed Amendments amend Section VI.(c), Reporting Format and
Technical Specifications, to include a reference to competing
consolidators and self-aggregators such that last sale price
information relating to a completed transaction in an Eligible Security
reported to competing consolidators and self-aggregators by any
Participant or other reporting party shall be in the format required in
Section VI.(c).
    In addition, the Proposed Amendments amend Section VI.(c) to delete
from the required format the time of the transaction (reported in
microseconds) as identified in the Participant's matching engine
publication timestamp, and replace it with the time the last sale price
information was generated by the Participant (reported in
microseconds). Furthermore, the Proposed Amendments amend Section
VI.(c) to add to the required format, with respect to reports to
competing consolidators and self-aggregators, the time the Participant
made the last sale price information available to competing
consolidators and self-aggregators (reported in microseconds). The
Participants explain that the proposed references to competing
consolidators and self-aggregators and the proposed requirement to
report in microseconds the time that a Participant made the last sale
price information available to competing consolidators and self-
aggregators are intended to comply with Rule 614(e)(1) and (2).\16\
---------------------------------------------------------------------------

    \16\ See id.
---------------------------------------------------------------------------

    With respect to FINRA, the Proposed Amendments amend a statement in
Section VI.(c) that the time of the transaction shall be the time of
execution that a FINRA member reports to a FINRA trade reporting
facility in accordance with FINRA rules. The Proposed Amendments change
this statement to state that the time the last sale price information
was generated by a Participant shall be the time that a FINRA member
reports to a FINRA trade reporting facility in accordance with FINRA
rules. The Proposed Amendments also add references to competing
consolidators and self-aggregators such that if FINRA's trade reporting
facility provides a proprietary feed of trades reported by the trade
reporting facility to the Processor, competing consolidators and self-
aggregators, then the FINRA trade reporting facility shall also furnish
the Processor, competing consolidators, and self-aggregators with the
time of the transmission as published on the facility's proprietary
feed.
    The Proposed Amendments also delete Section VI.(g), ITS
Transactions, which concerns last sale prices reflecting ITS
transactions. The Participants explain that they are proposing to
remove this provision because the ITS is obsolete.\17\
---------------------------------------------------------------------------

    \17\ See id.
---------------------------------------------------------------------------

Section VIII. Collection and Reporting of Last Sale Data
    The Proposed Amendments amend Section VIII.(a), Responsibility of
Exchange Participants, to remove a list of exchange participants and
the requirement that each collects and reports to the Processor all
last sale price information to be reported to it relating to
transactions in Eligible Securities taking place on its floor. The
Proposed Amendments amend this statement to state that each Participant
agrees to collect and report to the Processor all last sale price
information to be reported by it relating to transactions in Eligible
Securities.
    The Proposed Amendments also add a statement that each Participant
further agrees to collect and report to competing consolidators and
self-aggregators all last sale price information to be reported to it
related to transactions in Eligible Securities in the same manner and
using

the same methods, including all methods of access and the same format,
as such Participant makes available any information with respect to
quotations for and transactions in Eligible Securities to any
person.\18\ In addition, the Proposed Amendments amend Section
VIII.(b), FINRA Responsibility, to add references to competing
consolidators and self-aggregators such that the provision states:
``The FINRA shall develop and adopt rules governing the reporting of
last sale price information to be reported by its members to both the
Processor for inclusion on the consolidated tape and to Competing
Consolidators and Self-Aggregators. Such rules shall . . . (ii) be
designed to avoid duplicate reporting of transactions on the
consolidated tape or to Competing Consolidators and Self Aggregator . .
.'' The Participants explain that these additions are designed to
comply with Rule 614(e)(1).\19\
---------------------------------------------------------------------------

    \18\ The Proposed Amendments also delete the following statement
from Section VIII.(a): ``CTA shall seek to reduce the time period
for reporting last sale prices to the Processor as conditions
warrant.''
    \19\ See Notice, supra note 7, 86 FR at 67801.
---------------------------------------------------------------------------

    Finally, the Proposed Amendments delete Section VIII.(c),
Description of Reporting Procedures, which states that each Participant
and each other reporting party has prepared and submitted to CTA and
the Commission a description of the procedures by which it collects and
reports to the Processor last sale price information reported by it
pursuant to the CTA Plan. The Participants explain that this provision
is no longer relevant under the MDI Rules.\20\
---------------------------------------------------------------------------

    \20\ See id.
---------------------------------------------------------------------------

Section IX.--Receipt and Use of CTA Information
    In Sections IX.(a), Requirements for Receipt and Use of
Information, (b), Approvals of Redisseminators and Terminations of
Approvals, and (c), Subscriber Terminations, the Proposed Amendments
replace several references to ``each CTA network's information,'' ``a
CTA network's information,'' ``that CTA network's information,'' and
``that CTA network's last sale price information'' with the term
``consolidated market data''.
    The Proposed Amendments also amend Section IX.(a) to include
references to competing consolidators and self-aggregators. Proposed
Section IX.(a) states that, ``[p]ursuant to fair and reasonable terms
and conditions, each CTA network's administrator shall provide for: (i)
The dissemination of consolidated market data on terms that are not
unreasonably discriminatory to Competing Consolidators, Self-
Aggregators, vendors, newspapers, Participants, Participant members and
member organizations, and other persons over that network's ticker and
over the high speed line; and (ii) the use of consolidated market data
by Competing Consolidators, Self-Aggregators, vendors, subscribers,
newspapers, Participants, Participant members and member organizations
and other persons.'' Additionally, the section now states that each CTA
network's Participants will determine the terms and conditions applying
in respect of a particular manner of receipt or use of consolidated
market data including whether the manner of receipt or use will require
recipients or users to enter into agreements with the CTA network's
administrator, and that these determinations will be made in a
reasonably uniform manner to subject all parties that receive or use
consolidated market data in a particular manner to terms and conditions
that are substantially similar.
    In addition, the Proposed Amendments amend Section IX.(a) to state
that the Participants expect their CTA network's administrator to
require the following parties to enter into agreements with the CTA
network administrator: (i) Any party that receives a CTA network's
information by means of a direct computer-to-computer interface with
the Processor or competing consolidator; (ii) any competing
consolidator or self-aggregator that receives last sale transaction
information directly from a Participant for the purpose of creating
consolidated market data; (iii) vendors and other parties that
redisseminate consolidated market data to others; and (iv) persons that
use consolidated market data for such purposes as that CTA network's
administrator may from time to time identify.
    The Participants explain that the proposed revisions to Section
IX.(a) intend to make clear that the current market data contracts
regarding the receipt of market data will be applicable to competing
consolidators and self-aggregators.\21\ They believe that the change is
consistent with Rule 614(e)(1) and is necessary, stating that competing
consolidators and self-aggregators would be receiving and using
consolidated market data and should be subject to the same contracts
applicable to vendors and subscribers.\22\
---------------------------------------------------------------------------

    \21\ See id.
    \22\ See id.
---------------------------------------------------------------------------

    The Proposed Amendments amend Section XI.(b), Approvals of
Redisseminators and Terminations of Approvals, to state that all
vendors and other parties that redisseminate consolidated market data
(``data redisseminators'') shall be required to be approved by a CTA
network's administrator. Additionally, the Proposed Amendments amend
Section XI.(c), Subscriber Terminations, to state that a CTA network's
administrator may determine that circumstances warrant directing a data
redisseminator to cease providing consolidated market data to a
subscriber, and that the CTA network's Participants may direct the data
redisseminator to cease providing consolidated market data to the
subscriber if a majority of those Participants determine that (i) such
action is necessary or appropriate in the public interest or for the
protection of investors, or (ii) the subscriber has breached any
agreement required by the CTA network's administrator pursuant to
Section IX.
Section XI.--Operational Matters
    The Proposed Amendments delete from Section XI.(a), Regulatory and
Operational Halts, the definition of ``Primary Listing Market'' in
Section XI.(a)(i)(H) and the definition of ``Trading Center'' in
Section XI.(a)(i)(N).
    The Proposed Amendments add a reference to competing consolidators
and self-aggregators to Section XI.(a)(ii), Operational Halts, to state
that a Participant shall notify competing consolidators and self-
aggregators if it has concerns about its ability to collect and
transmit quotes, orders or last sale prices, or where the Participant
has declared an Operational Halt or suspension of trading in one or
more Eligible Securities, pursuant to the procedures adopted by the
Operating Committee. In addition, the Proposed Amendments add a
reference to competing consolidators and self-aggregators to Section
XI.(a)(viii), Communications, to require a Primary Listing Exchange for
an Eligible Security to notify competing consolidators and self-
aggregators if it determines to initiate a Regulatory Halt.
    The Proposed Amendments also replace references to ``Primary
Listing Market'' with ``Primary Listing Exchange'' throughout Section
XI.
    The Participants state that their revisions to Section XI to
include references to notifying competing consolidators and self-
aggregators in connection with Regulatory and Operational Halts are
consistent with Rule 614(e)(1) and would ensure that competing
consolidators and self-aggregators are notified of information related
to Regulatory and Operational

Halts and that competing consolidators can disseminate this information
to their customers.\23\
---------------------------------------------------------------------------

    \23\ See id.
---------------------------------------------------------------------------

CQ Plan Proposed Amendments

Preface
    Under the Proposed Amendments, the CQ Plan would include the
following new provision: ``Terms used in this plan have the same
meaning as the terms are defined in Rule 600(b) under the Act.''
Section I.--Definitions
    The Proposed Amendments add a definition of ``Primary Listing
Exchange'' as new Section I.(v), which means ``the national securities
exchange on which an Eligible Security is listed.'' The proposed
definition further states, ``[i]f an Eligible Security is listed on
more than one national securities exchange, Primary Listing Exchange
means the exchange on which the security has been listed the longest.''
    The Proposed Amendments amend the definition of ``Quotation
Information'' in Section I.(x) (formerly, Section I.(w)) to change a
reference to ``consolidated BBO'' to ``NBBO,'' such that Quotation
Information now means, among other things, ``(iii) each NBBO contained
in the foregoing information and any identifier associated therewith .
. . .''
Section IV.--Administration of This CQ Plan
    The Proposed Amendments add new Section IV.(d), Plan website
Disclosures, requiring the Operating Committee to publish on the CQ
Plan's website the Primary Listing Exchange for each Eligible Security,
and, on a monthly basis, the consolidated market data gross revenues
for Eligible Securities as specified by Tape A and Tape B securities.
The Participants explain that this addition is intended to comply with
Rule 614(e)(4) and Rule 614(e)(5)(i) and (iii).\24\
---------------------------------------------------------------------------

    \24\ See id.
---------------------------------------------------------------------------

Section V.--The Processor and Competing Consolidators
    The Proposed Amendments amend the title of Section V. to include
competing consolidators, such that it is now titled ``The Processor and
Competing Consolidators,'' and add new Section V.(f), Evaluation of
Competing Consolidators, to require the Operating Committee to assess
the performance of competing consolidators on an annual basis and to
submit an annual report to the Commission containing the assessment.
The Proposed Amendments require this annual report to include an
analysis with respect to competing consolidators' speed, reliability,
and cost of data provision. The Participants explain that these
additions are intended to comply with the requirements of Rule
614(e)(3).\25\
---------------------------------------------------------------------------

    \25\ See Notice, supra note 7, 86 FR at 67801.
---------------------------------------------------------------------------

    In addition, the Proposed Amendments require the Operating
Committee, in conducting the analysis, to review the monthly
performance metrics to be published by competing consolidators pursuant
to Rule 614(d)(5).\26\ Rule 614(d)(5) requires competing consolidators
to publish on their websites monthly performance metrics as defined by
the effective national market system plan(s) for NMS stocks.\27\ The
Proposed Amendments add the following monthly performance metrics to
this section:
---------------------------------------------------------------------------

    \26\ 17 CFR 242.614(d)(5).
    \27\ Id.
---------------------------------------------------------------------------

    (i) Capacity statistics, including system tested capacity, system
output capacity, total transaction capacity, and total transaction peak
capacity;
    (ii) Message rate and total statistics, including peak output rates
on the following bases: 1-millisecond, 10-millisecond, 100-millisecond,
500-millisecond, 1-second, and 5-second;
    (iii) System availability statistics, including system up-time
percentage and cumulative amount of outage time;
    (iv) Network delay statistics, including quote and trade zero
window size events, quote and trade retransmit events, and quote and
trade message total; and
    (v) Latency statistics, including distribution statistics up to the
99.99th percentile, for the following:
    (A) When a Participant sends an inbound message to a competing
consolidator and when the competing consolidator receives the inbound
message;
    (B) When the competing consolidator receives the inbound message
and when the competing consolidator sends the corresponding
consolidated message to a customer of the competing consolidator; and
    (C) When a Participant sends an inbound message to a competing
consolidator and when the competing consolidator sends the
corresponding consolidated message to a customer of the competing
consolidator.
Section VI.--Collection and Reporting of Quotation Information
    The Proposed Amendments amend Section VI.(a), Responsibilities of
Participants, to state that ``[e]ach Participant agrees to collect, and
furnish to the Processor in a format acceptable to the Operating
Committee, all quotation information required to be made available by
such Participant by Rules 602(b)(1) of Regulation NMS. Each Participant
further agrees to collect and report to Competing Consolidators and
Self Aggregators all quotation information required to be made
available by such Participant by Rule 603(b) of Regulation NMS,
including all data necessary to generated consolidated market data.''
    In addition, under the Proposed Amendments, Section VI.(a) states
that each bid and offer with respect to an Eligible Security furnished
to the Processor, competing consolidators and self-aggregators by any
Participant pursuant to Plan would be accompanied by (i) the
information required by Rules 602(b)(1) or 603(b) of Regulation NMS, as
applicable, and (ii) the time of the bid or offer as identified by: (A)
In the case of a national securities exchange, the reporting
Participant's matching engine publication timestamp (reported in
microseconds); or (B) in the case of a national securities association,
the quotation publication timestamp that the association's bidding or
offering member reports to the association's quotation facility in
accordance with FINRA rules. Each bid and offer with respect to an
Eligible Security furnished to competing consolidators and self-
aggregators by any Participant must be accompanied by the time
(reported in microseconds) the Participant made the bid and offer
available to competing consolidators and self-aggregators.
    With respect to national securities associations, under the
Proposed Amendments, if a national securities association quotation
facility provides a proprietary feed of its quotation information, then
the quotation facility shall also furnish the Processor, competing
consolidators, and self-aggregators with the time of the quotation as
published on the quotation facility's proprietary feed, and the
national securities association shall convert any quotation times
reported to it in seconds or milliseconds to microseconds and shall
furnish such times to the Processor, competing consolidators, and self-
aggregators in microseconds. Additionally, Section VI.(a), as proposed
to be amended, states, ``Each bid and offer with respect to an Eligible
Security made by a broker or dealer otherwise than on the floor of an
exchange and furnished to the Processor, Competing Consolidators, and
Self-Aggregators by any Participant which is a national securities
association shall, at the time furnished, be accompanied by an
appropriate symbol designated by the Operating

Committee identifying such broker or dealer as required by paragraph
(b)(i) of the Rule.''
    The Proposed Amendments also amend Section VI.(b), Timeliness of
Reporting, to add the following requirement: ``Each Participant further
agrees to furnish quotation information, and changes in any such
information, to the Competing Consolidator[s] and Self-Aggregators in
the same manner and using the same methods, including all methods of
access and the same format, as such Participant makes available any
information with respect to quotations for and transactions in NMS
stocks to any person.'' The Participants explain that this addition is
designed to comply with the requirements of Rule 614(e)(1).\28\
---------------------------------------------------------------------------

    \28\ See Notice, supra note 7, 86 FR at 67801. The Participants
state that they amended Sections VIII.(a) and (b) of the CQ Plan to
add the requirement that each Participant agrees to collect and
report to competing consolidators and self-aggregators all quotation
data in the same manner and using the same methods, including all
methods of access and the same format, as such Participant makes
available any information with respect to quotations for and
transactions in Eligible Securities to any person. However,
Commission staff believes they meant Section VI. instead of Section
VIII. and such amendment is only present in proposed Section VI.(b)
of the CQ Plan.
---------------------------------------------------------------------------

    In addition, the Proposed Amendments amend Section VI.(c), High
Speed Line and Market Identifiers, to remove a reference to an ``ITS/
CAES BBO'' as excepted from the requirement that each bid or offer with
respect to an Eligible Security furnished to the processor by a
Participant that is a national securities association shall be
accompanied by the symbol identifying the broker or dealer who was
reported to the Processor as having made such bid or offer otherwise
than on the floor of an exchange. The Participants explain that they
propose to remove this reference because references to ITS/CAES are
outdated.\29\
---------------------------------------------------------------------------

    \29\ See Notice, supra note 7, 86 FR at 67801.
---------------------------------------------------------------------------

    The Proposed Amendments also amend Section VI.(e), Unusual Market
Conditions, to include references to competing consolidators and self-
aggregators and to remove a reference to Rule 602(b)(1) \30\ and
replace it with a reference to Rules 601(b)(1) and 603(b) of Regulation
NMS. The Proposed Amendments also remove a reference to vendors in
Section VI.(e).
---------------------------------------------------------------------------

    \30\ Specifically, ``paragraph (b)(1) of the Rule.'' See id., 86
FR at 67824.
---------------------------------------------------------------------------

    Finally, the Proposed Amendments delete Section VI.(f), Description
of Reporting Procedures, which requires each Participant and each other
reporting party to prepare and submit to the Operating Committee and
the Processor a description of the procedures by which it intends to
comply with its obligations under the CQ Plan. The Participants explain
that the provisions of Section VI.(f) are no longer relevant.\31\
---------------------------------------------------------------------------

    \31\ See id., 86 FR at 67801.
---------------------------------------------------------------------------

Section VII.--Receipt and Use of Quotation Information
    In Sections VII.(a), Requirements for Receipt and Use of
Information, (b), Approvals of Redisseminators and Terminations of
Approvals, and (c) Subscriber Terminations, the Proposed Amendments
replace several references to a ``CQ network's quotation information''
with the term ``consolidated market data.''
    The Proposed Amendments also amend Section VII.(a) to include
references to competing consolidators and self-aggregators, such that,
pursuant to fair and reasonable terms and conditions, each network's
administrator shall provide for: (i) The dissemination of each CQ
network's quotation information on terms that are not unreasonably
discriminatory to competing consolidators and self-aggregators, and
(ii) the use of that CQ network's quotation information by competing
consolidators and self-aggregators.
    In addition, the Proposed Amendments amend Section VII.(a) to state
that the Participants in both CQ networks expect that their network's
administrator will require the following parties to enter into
agreements with the network's administrator: (i) Any party that
receives consolidated market data by means of a direct computer-to-
computer interface with the Processor or competing consolidators; (ii)
any competing consolidator or self-aggregator that receives quotation
information directly from a Participant for the purpose of creating
consolidated market data; (iii) vendors and other parties that
redisseminate consolidated market data; and (iv) persons that use
consolidated market data for such purposes as the CQ network's
administrator may from time to time identify.
    The Participants explain that the proposed revisions intend to make
clear that the current market data contracts regarding the receipt of
market data will be applicable to competing consolidators and self-
aggregators.\32\ They believe that the change is consistent with Rule
614(e)(1) and is necessary, stating that competing consolidators and
self-aggregators would be receiving and using consolidated market data
and should be subject to the same contracts applicable to vendors and
subscribers.\33\
---------------------------------------------------------------------------

    \32\ See id.
    \33\ See id.
---------------------------------------------------------------------------

    The Proposed Amendments also amend Section VII.(b), Approvals of
Redisseminators and Terminations of Approvals, to state that all
vendors of and other parties that redisseminate consolidated market
data (``data redisseminators'') shall be required to be approved by a
CTA network's administrator. Additionally, the Proposed Amendments
amend Section XI.(c), Subscriber Terminations, to state that a
network's administrator may determine that circumstances warrant
directing a data redisseminator to cease providing consolidated market
data to a subscriber, and that the CQ network's Participants may direct
the data redisseminator to cease providing consolidated market data to
the subscriber if a majority of those Participants determine that (i)
such action is necessary or appropriate in the public interest or for
the protection of investors, or (ii) the subscriber has breached any
agreement required by the CTA network's administrator pursuant to
Section VII.

III. Summary of Comments

    In response to the Notice, the Commission received two comments on
the Proposed Amendments.\34\ Generally, both commenters oppose the
Proposed Amendments and recommend that the Commission disapprove
them.\35\
---------------------------------------------------------------------------

    \34\ See Letters to Vanessa Countryman, Secretary, Commission,
from Ellen Greene, Managing Director, Equity and Options Market
Structure, and William C. Thum, Managing Director and Associate
General Counsel, Asset Management Group, Securities Industry and
Financial Markets Association (Dec. 17, 2021) (``SIFMA Letter'');
Patrick Flannery, Chief Executive Officer, MayStreet, to Vanessa
Countryman, Secretary, Commission (Dec. 17, 2021) (``MayStreet
Letter'').
    \35\ SIFMA Letter, supra note 34, at 1, 8; MayStreet Letter,
supra note 34, at 1. The Commission notes that the comment letters
submitted by these commenters address both the Proposed Amendments
and similar proposed amendments to the Fifty-First Amendment to the
Joint Self-Regulatory Organization Plan Governing the Collection,
Consolidation and Dissemination of Quotation and Transaction
Information for Nasdaq-Listed Securities Traded on Exchanges on an
Unlisted Trading Privileges Basis. See Securities Exchange Act
Release No. 93620 (Nov. 19, 2021), 86 FR 67541 (Nov. 26, 2021).
---------------------------------------------------------------------------

    Both commenters argue that the Proposed Amendments contain
provisions that would be irrelevant under the decentralized
consolidation model. Specifically, one commenter states that the
Proposed Amendments appear to continue to contain the concept of a
single processor in contravention of the MDI Rules Release.\36\ The
other commenter argues

that under the MDI Rule, only competing consolidators would sell
consolidated market data to vendors and subscribers. Therefore, this
commenter does not believe the sections of the Proposed Amendment that
discuss vendors' and subscribers' contractual relationships with the
Plan are relevant.\37\ The commenter recommends that these provisions
be removed or altered to reflect that the Plans no longer have
agreements with vendors and end users and instead will have agreements
with competing consolidators and self-aggregators related specifically
to the cost of content underlying the market data.\38\
---------------------------------------------------------------------------

    \36\ SIFMA Letter, supra note 34, at 8.
    \37\ MayStreet Letter, supra note 34, at 3.
    \38\ See id.
---------------------------------------------------------------------------

    Both commenters also argue that the Proposed Amendments incorrectly
treat competing consolidators in the same manner as market data
vendors, despite Commission instruction to the contrary.\39\ One of the
commenters believes that subjecting competing consolidators to the same
contractual requirements as data vendors and subscribers that receive
consolidated market data from the exclusive SIP fails to recognize that
competing consolidators are SIPs and not similarly situated to today's
data vendors.\40\ The commenter does not believe the contracts
applicable to current data vendors will suffice for competing
consolidators because the data that competing consolidators would
receive from the Participants is content underlying consolidated data
and different from the SIP data that data vendors receive.\41\
Additionally, the commenter states that not recognizing competing
consolidators as SIPs would put competing consolidators at a
competitive disadvantage to market data vendors given that they take on
expenses and risks that data vendors do not--such as the costs to
generate consolidated market data, disclosing operational and
performance metrics, registering with the Commission, and complying
with Rule 614 of Regulation NMS.\42\
---------------------------------------------------------------------------

    \39\ SIFMA Letter, supra note 34, at 4-5, 8; MayStreet Letter,
supra note 34, at 3-5.
    \40\ MayStreet Letter, supra note 34, at 3-4. This commenter
states that the Act requires competing consolidators to receive the
data under terms that are not ``unreasonably'' discriminatory. Id.
at 4.
    \41\ See id. at 5.
    \42\ See id.
---------------------------------------------------------------------------

    Separately, one commenter argues that validation procedures between
competing consolidators and Participants should be similar to those
between the current Processor and the Participants.\43\ While this
commenter acknowledges that the validation process for competing
consolidators and Participants may differ from the current Processor
validation process, the commenter believes that establishing validation
procedures with the new competing consolidators that would be
consistent across SROs is a prudent measure for ensuring data
quality.\44\ Finally, the commenter also believes that the
Participants' description of services offered by the current plans for
equity market data have confused the underlying content of consolidated
market data and the consolidated market data itself.\45\
---------------------------------------------------------------------------

    \43\ See id. at 4.
    \44\ See id.
    \45\ MayStreet Letter, supra note 34, at 3.
---------------------------------------------------------------------------

IV. Proceedings To Determine Whether To Approve or Disapprove the
Proposed Amendments

    The Commission is instituting proceedings pursuant to Rule
608(b)(2)(i) of Regulation NMS,\46\ and Rule 700 of the Commission's
Rules of Practice,\47\ to determine whether to approve or disapprove
the Proposed Amendments or to approve the Proposed Amendments with any
changes or subject to any conditions the Commission deems necessary or
appropriate after considering public comment. Institution of
proceedings does not indicate that the Commission has reached any
conclusions with respect to any of the issues involved. Rather, the
Commission seeks and encourages interested persons to provide
additional comment on the Proposed Amendments to inform the
Commission's analysis.
---------------------------------------------------------------------------

    \46\ 17 CFR 242.608.
    \47\ 17 CFR 201.700.
---------------------------------------------------------------------------

    Rule 608(b)(2) of Regulation NMS provides that the Commission
``shall approve a . . . proposed amendment to a national market system
plan, with such changes or subject to such conditions as the Commission
may deem necessary or appropriate, if it finds that such . . .
amendment is necessary or 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 mechanisms of, a
national market system, or otherwise in furtherance of the purposes of
the Act.'' \48\ Rule 608(b)(2) further provides that the Commission
shall disapprove a proposed amendment if it does not make such a
finding.\49\ Pursuant to Rule 608(b)(2)(i) of Regulation NMS,\50\ the
Commission is providing notice of the grounds for disapproval under
consideration:
---------------------------------------------------------------------------

    \48\ See 17 CFR 242.608(b)(2).
    \49\ See 17 CFR 242.608(b)(2).
    \50\ 17 CFR 242.608(b)(2)(i). See also Commission Rule of
Practice 700(b)(2), 17 CFR 201.700(b)(2).
---------------------------------------------------------------------------

     Whether the Proposed Amendments are consistent with the
Commission's MDI Rules as outlined in Rule 614(e); \51\
---------------------------------------------------------------------------

    \51\ See MDI Rules Release, supra note 6.
---------------------------------------------------------------------------

     Whether, consistent with Rule 608 of Regulation NMS, the
Proposed Amendments are necessary or 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
mechanisms of, a national market system, or otherwise in furtherance of
the purposes of the Act; \52\
---------------------------------------------------------------------------

    \52\ See 17 CFR 242.608(b)(2).
---------------------------------------------------------------------------

     Whether consistent with Rule 603(a) of Regulation NMS, the
Proposed Amendments provide for the distribution of information with
respect to quotations for and transactions in NMS stocks on terms that
are fair and reasonable and not unreasonably discriminatory;
     Whether modifications to the Proposed Amendments, or
conditions to their approval, would be required to make the Proposed
Amendments necessary or 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 mechanisms of, a
national market system, or otherwise in furtherance of the purposes of
the Act; \53\
---------------------------------------------------------------------------

    \53\ See id.
---------------------------------------------------------------------------

     Whether the Proposed Amendments are consistent with
Congress's finding, in Section 11A(1)(C)(iii) of the Act, that it is in
the public interest and appropriate for the protection of investors and
the maintenance of fair and orderly markets to ensure ``the
availability to brokers, dealers, and investors of information with
respect to quotations for and transactions in securities''; \54\ and
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

     Whether, consistent with the purposes of Section
11A(c)(1)(B) of the Act,\55\ the Proposed Amendments' provisions are
drafted, to support the prompt, accurate, reliable, and fair
collection, processing, distribution, and publication of information
with respect to quotations for and transactions in NMS securities, and
the fairness and usefulness of the form and content of such
information.
---------------------------------------------------------------------------

    \55\ See 15 U.S.C. 78k-1(c)(1)(B).
---------------------------------------------------------------------------

    Under the Commission's Rules of Practice, the ``burden to
demonstrate that a NMS plan filing is consistent with the Exchange Act
and the rules and regulations issued thereunder . . . is on the plan
participants that filed the NMS

plan filing.'' \56\ The description of the NMS plan filing, its purpose
and operation, its effect, and a legal analysis of its consistency with
applicable requirements must all be sufficiently detailed and specific
to support an affirmative Commission finding.\57\ Any failure of the
plan participants that filed the NMS plan filing to provide such detail
and specificity may result in the Commission not having a sufficient
basis to make an affirmative finding that the NMS plan filing is
consistent with the Act and the applicable rules and regulations
thereunder.\58\
---------------------------------------------------------------------------

    \56\ 17 CFR 201.700(b)(3)(ii).
    \57\ Id.
    \58\ Id.
---------------------------------------------------------------------------

V. Commission's Solicitation of Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 11A or any other provision of the Act, or the
rules and regulations thereunder. Although there do not appear to be
any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 608(b)(2)(i) of Regulation
NMS,\59\ any request for an opportunity to make an oral
presentation.\60\ The Commission asks that commenters address the
sufficiency and merit of the Participants' statements in support of the
Proposed Amendments,\61\ in addition to any other comments they may
wish to submit about the Proposed Amendments. In particular, the
Commission seeks comment on the following:
---------------------------------------------------------------------------

    \59\ 17 CFR 242.608(b)(2)(i).
    \60\ Rule 700(c)(ii) of the Commission's Rules of Practice
provides that ``[t]he Commission, in its sole discretion, may
determine whether any issues relevant to approval or disapproval
would be facilitated by the opportunity for an oral presentation of
views.'' 17 CFR 201.700(c)(ii).
    \61\ See Notice, supra note 7.
---------------------------------------------------------------------------

    1. What are commenters' views on whether the Proposed Amendments
reflect the provision of information with respect to quotations for and
transactions in NMS stocks that is necessary to generate consolidated
market data by the national securities exchange and national securities
association participants to competing consolidators and self-
aggregators. For example, do commenters believe that Section I of the
CTA Plan and Section I of the CQ Plan (both titled Definitions)
appropriately define terms to accurately reflect the decentralized
consolidation model consistent with the MDI Rules Release? If not,
what, if any, modifications should be made to these definitions in the
Proposed Amendments? Additionally, do commenters believe that the
Proposed Amendments should be modified to explicitly incorporate
certain terms such as Consolidated Market Data, as defined in Rule
600(b)(19) into the Plan? Similarly, Section V of the CTA Plan and
Section V of the CQ Plan (both titled The Processor and Competing
Consolidators) describe the evaluation and functions of the Processor,
respectively. Do commenters believe that modifying the Proposed
Amendments to remove the role of the Processor is necessary for the
decentralized consolidation model consistent with the MDI Rules
Release?
    2. What are commenters' views on whether the Proposed Amendments
include the application of timestamps by the national securities
exchange and national securities association participants on all
information with respect to quotations for and transactions in NMS
stocks that is necessary to generate consolidated market data,
including the time that such information was generated as applicable by
the national securities exchange or national securities association and
the time the national securities exchange or national securities
association made such information available to competing consolidators
and self-aggregators. Specifically, do commenters believe that the
Proposed Amendments require the Participants to timestamp all of the
data underlying Consolidated Market Data, as defined in Rule
600(b)(19), upon generation and upon provision to competing
consolidators and self-aggregators? If not, should the Proposed
Amendments be modified to include a requirement for such timestamping?
    3. What are commenters' views on the absence of a microsecond
timestamp requirement applicable to FINRA in Section VI.(c)
(Consolidated Tape, Reporting Format and Technical Specifications) of
the CTA Plan?
    4. What are commenters' views on the proposed deletion of language
in Section VIII.(a) (Collection and Reporting of Last Sale Data,
Responsibility of Exchange Participants) of the CTA Plan stating, ``CTA
shall seek to reduce the time period for reporting last sale prices to
the Processor as conditions warrant.'' Specifically, do commenters
believe that this Proposed Amendment should be modified to retain the
language but replace the term ``Processor'' with ``Competing
Consolidators and Self-Aggregators''?
    5. What are commenters' views on the following sections of the
Proposed Amendments in light of the decentralized consolidation model
under the MDI Rules: Section IX. (Receipt and Use of CTA Information)
of the CTA Plan and Section VII. (Receipt and Use of Quotation
Information) of the CQ Plan. Do commenters believe that the Proposed
Amendments should be modified with respect to any of these sections to
implement the decentralized consolidation model? If so, how? What are
commenters' views on the use of the term ``consolidated market data''
in Section IX. of the CTA Plan? Do commenters agree with the statement
by the Participants that the current market data contracts regarding
the receipt of market data applicable to vendors and subscribers should
be applicable to competing consolidators and self-aggregators? \62\ Do
commenters interpret these provisions to mean that a network's
administrator must approve a competing consolidator or self-aggregator
before the competing consolidator or self-aggregator can receive data
and can terminate such approval of a competing consolidator or self-
aggregator?
---------------------------------------------------------------------------

    \62\ See id., 86 FR at 67801.
---------------------------------------------------------------------------

    6. What are commenters' views on whether the Proposed Amendments
sufficiently describe how the Plans will operate under the Initial
Parallel Operation Period when ``the decentralized consolidation model
will run in parallel to the existing exclusive SIP model.'' \63\
Specifically, Section D of the Proposed Amendments states that Proposed
Amendments will be implemented to coincide with the phased
implementation of the MDI Rules as required by the Commission. Do
commenters believe that the Proposed Amendments should specify how the
Participants will transition from the current Plan to the initial
parallel operation period and the process after the initial parallel
operation period?
---------------------------------------------------------------------------

    \63\ See MDI Rules Release, supra note 6, at Section III.H.2.,
86 FR at 18698-701.
---------------------------------------------------------------------------

    7. What are commenters' views on the Proposed Amendments in light
of the decentralized consolidation model with respect to (i) references
to the Processor, High speed line, and Subscribers; (ii) the
dissemination of Regulatory Halts; (iii) the authority of the Operating
Committee under Section IV.(d) of the CTA Plan and Section IV.(b) of
the CQ Plan, respectively, with respect to

operation of the Consolidated Tape System and Consolidated Quotation
System; and (iv) references to contracts with Vendors and Subscribers.
Do commenters believe that the Proposed Amendments should be modified
with respect to any of these provisions in light of the decentralized
consolidation model required by the MDI Rules?
    8. What are commenters' views on the following sections of the
Proposed Amendments in light of the decentralized consolidation model:
(i) CTA Plan: Parties, Administration of the CTA Plan, Potential
Conflicts of Interest, The Processor and Competing Consolidators,
Consolidated Tape, Collection and Reporting of Last Sale Data, Receipt
and Use of CTA Information, Operational Matters, Financial Matters,
Concurrent Use of Facilities, (ii) CQ Plan: Administration of this CQ
Plan, The Processor and Competing Consolidators, Collection and
Reporting of Quotation Information, Receipt and Use of Quotation
Information, Operational Matters, Financial Matters, Concurrent Use of
Facilities. Do commenters believe that the Proposed Amendments should
be modified with respect to any of these sections, or any other
section, in light of the decentralized consolidation model required by
the MDI Rules? If so, please describe how the Proposed Amendments
should be modified in light of the decentralized consolidation model
required by the MDI Rules.
    9. Do commenters have views about any other aspect of the Proposed
Amendments? Do commenters believe that the Proposed Amendments should
be modified in any other way to be consistent with the MDI Rules or the
MDI Rules Release?
    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by March 23, 2022. Any person who wishes to file a rebuttal
to any other person's submission must file that rebuttal by April 6,
2022. Comments may be submitted by any of the following methods:

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 No. SR-CTA/CQ-2021-02 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-CTA/CQ-2021-02. 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 Participants' principal offices. 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 File No. SR-CTA/CQ-2021-02 and should be
submitted on or before March 23, 2022.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\64\
---------------------------------------------------------------------------

    \64\ 17 CFR 200.30-3(a)(85).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2022-04335 Filed 3-1-22; 8:45 am]
BILLING CODE 8011-01-P