estimated aggregate ongoing cost of $1,671,000,000. These estimates
would cover the costs associated with continued compliance with the
proposed Rule.\362\
---------------------------------------------------------------------------

    \361\ Commission staff estimates that each member would expend
(800 Attorney hours x $305 per hour) + (1,000 Compliance Manager
hours x $258 per hour) + (500 Programmer Analyst hours x $193 per
hour) + (750 Business Analyst hours x $194 per hour) = $744,000 to
ensure that the systems technology is up to date and remains in
compliance with the proposed Rule. In addition, Commission staff
estimates that each member would expend approximately $756,000 on
system hardware, software, connectivity and other materials. These
estimates reflect the preliminary view that ongoing costs to
maintain compliance with the proposed Rule would be half of the
initial estimated costs.
    \362\ See supra Section V.D.2.
---------------------------------------------------------------------------

    The Commission requests comment on what ongoing costs SROs and
their members would incur to continue to collect and report the
required information in compliance with the proposed Rule. What types
of costs would be included? Are there differences in the costs that
SROs and their members would incur? Why or why not?
    The proposal would require the transmission of information in real
time to the central repository. The Commission preliminarily believes
that this approach would have greater benefits and would be lower cost
than an alternative of transmitting all reports in batch mode. Real
time submission could simply require a ``drop copy'' of a reportable
event be sent to the central repository at the same time that the
reportable event is otherwise occurring. Batching, however, would
require the build up of reports to be sent periodically, and the amount
of data sent in a batch could be significantly larger than the data
sent in real time. The Commission requests comment on the technology
requirements and other costs of real time transmission of information
versus periodically batching the reports. Would real time reporting be
more or less costly than batch reporting? Please explain with
specificity why or why not and provide cost estimates. If real time
reporting would be more expensive, are the greater costs justified by
the benefits of real time reporting described above? If batch reporting
is the better alternative, what should be the frequency of the batch
reporting and why? Does the answer depend on the type of security? The
Commission also requests comment on what types of systems changes SROs
and members would need to make to implement the proposed Rule and NMS
plan requirements, and the attendant costs. What specific types or
items of information, if any, would be required to be reported to the
central repository by a member that would not already be collected and
maintained in an automated format?
4. Cost of Enhanced Surveillance Systems
    Pursuant to the proposed Rule, exchanges and FINRA also would be
required to develop and implement a surveillance system, or enhance
existing surveillance systems, reasonably designed to make use of the
consolidated information collected through the proposed consolidated
audit trail.\363\ The Commission preliminarily estimates that the
average one-time cost to implement this requirement would be
approximately $10 million for each exchange and FINRA, for an estimated
aggregate cost of $150 million.\364\ The Commission also estimates, on
average, ongoing annual costs associated with the enhanced surveillance
would be approximately $2,610,600,\365\ for an estimated aggregate,
ongoing cost of $39,159,000. Based on discussions with market
participants, the Commission recognizes that these estimated costs may
vary, perhaps significantly, based on the market model utilized by a
particular SRO. For certain SROs, these figures may overestimate the
costs associated with developing or enhancing surveillance systems,
while for others, it may underestimate the costs. The Commission
requests comment on whether these figures accurately estimate the costs
for developing or enhancing surveillance systems to comply with the
proposed Rule for the SROs. Would these figures be lower or higher for
SROs whose trading systems are fully electronic? Would the cost
estimates be higher or lower for those SROs that have a trading floor?
What other considerations would impact individual SRO costs? Please be
specific in your response.
---------------------------------------------------------------------------

    \363\ See proposed Rule 613(f).
    \364\ This estimate is based on discussions with market
participants. This estimate does not separately break out personnel
time versus system costs.
    \365\ Commission staff estimates that each member would expend
(3,600 Senior Compliance Examiner hours x $212 per hour) and (1,800
Information Analyst hours x $193 per hour) to operate and monitor
the enhanced surveillance systems and carry out surveillance
functions. In addition, Commission staff estimates that each member
would expend approximately $1.5 million on system hardware,
software, connectivity and other technology per year on an on-going
basis for this purpose. These estimates are based on discussions
with a market participant.
---------------------------------------------------------------------------

    The Commission also requests comment on whether SROs would be able
to enhance their existing surveillance and regulation to make use of
the proposed consolidated information or would they need to develop new
surveillance systems to comply with the proposed Rule? How would SROs
enhance their current surveillance systems? What would be the costs
associated with updating current systems as opposed to developing new
surveillance systems? Would it be more cost efficient to establish
coordinated surveillance across exchanges and FINRA, rather than having
each SRO be responsible for surveillance on its own market using the
consolidated data? What would be the costs associated with developing
consolidated cross-market surveillance?
5. Central Repository System
    The central repository would be responsible for the receipt,
consolidation, and retention of all the data required to be submitted
by the exchanges and FINRA, and their members. The proposed Rule also
would require that the central repository collect and retain on a
current and continuous basis the NBBO for each NMS security,
transaction reports reported pursuant to an effective transaction
reporting plan, and last sale reports reported pursuant to the OPRA
Plan. The central repository would be

required to maintain the NBBO and transaction data in a format
compatible with the order and event information collected pursuant to
the proposed Rule. Further, the central repository would be required to
retain the information collected pursuant to paragraphs (c)(7) and
(e)(5) of the proposed Rule in a convenient and usable standard
electronic data format that is directly available and searchable
electronically without any manual intervention for a period of not less
than five years. The information shall be available immediately, or if
immediate availability cannot reasonably and practically be achieved,
any search query must begin operating on the data not later than one
hour after the search query is made.\366\
---------------------------------------------------------------------------

    \366\ See proposed Rule 613(e)(6).
---------------------------------------------------------------------------

    The central repository thus would need its own system(s) to
receive, consolidate, and retain the electronic data received from the
plan sponsors and their members, as well as to collect and retain the
NBBO and last sale data. The system would be required to be accessible
and searchable by the sponsors and the Commission for regulatory
purposes,\367\ with validation parameters allowing the central
repository to automatically check the accuracy and the completeness of
the data submitted, and reject data not conforming to these parameters.
It is anticipated that the costs of development and operation of the
central repository would be shared among the plan sponsors. The
Commission preliminarily estimates a one-time initial cost to create
the central repository, its systems and structure, of approximately
$120 million for an average cost of approximately $8 million per plan
sponsor.\368\
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    \367\ The proposed Rule would require that the central processor
create and maintain a method of access to the consolidated data. See
proposed Rule 613(e)(3). The Rule requires that this method of
access would be designed to include search and reporting functions
to optimize the use of the consolidated data. The cost of creating a
method of access to the consolidated audit trail data is included
within the overall systems cost estimate.
    \368\ Commission staff estimates that each exchange and
association would expend (3,000 Attorney hours x $305 per hour) +
(4,000 Compliance Manager hours x $258 per hour) + (7,500 Programmer
Analyst hours x $193 per hour) + (3,000 Business Analyst hours x
$194 per hour) = $3,976,500 to create the central repository. In
addition, the Commission estimates that the cost per exchange or
association for system hardware, software, and other materials would
be approximately $4 million. See supra Section V.D.1.d. and note
309.
    This estimate includes the estimated costs that each exchange
and association would incur for software and hardware costs related
to systems development. This cost estimate also would encompass (1)
costs related to engaging in an analysis and formal bidding process
to choose the plan processor, and (2) any search undertaken to hire
a CCO. See proposed Rule 613(a)(3)(i) (the plan sponsors would be
required to select a person to act as a plan processor for the
central repository no later than two months after the effectiveness
of the NMS plan) and 613(b)(5) (the plan sponsors would be required
to appoint a CCO to regularly review the operation of the central
repository to assure its continued effectiveness in light of market
and technological developments, and make any appropriate
recommendations for enhancements to the nature of the information
collected and the manner in which the information is processed).
---------------------------------------------------------------------------

    Does this estimate accurately reflect SRO staff time needed to
create the central repository as well as the costs for any hardware,
software and other materials required? Are there other cost components
to creating the central repository the Commission should consider? Is
the creation of a central repository as described in the proposed Rule
for collection and consolidation of data the most cost effective way to
achieve the objective of creation of a consolidated audit trail? Are
there other alternatives the Commission should consider? Please
describe the costs associated with any alternatives described.
    Once the plan sponsors have established the systems necessary for
the central repository to receive, consolidate, and retain the required
information, the Commission estimates that ongoing annual costs to
operate the central repository would be approximately $100
million,\369\ which would be approximately $6.6 million per year per
plan sponsor. The Commission also estimates that each plan sponsor
would incur, on average, ongoing costs of $48,384 per year for actions
taken to review the operation and administration of the central
repository.\370\ In addition, the Commission estimates that the central
repository would incur an ongoing cost of $1,370 per year to purchase
the NBBO and last sale data feeds from the SIPs.\371\
---------------------------------------------------------------------------

    \369\ See supra Section V.D.1.d. This cost estimate includes
ongoing costs for operating the central repository, including the
cost of systems and connectivity upgrades or changes necessary to
receive, consolidate, and retain and store the reported order
information from SROs and their members; the cost, including storage
costs, of collecting and maintaining the NBBO and transaction data
in a format compatible with the order and event information
collected pursuant to the proposed Rule; the cost of monitoring the
required validation parameters; the cost of compensating the plan
processor; and an ongoing annual cost of $703,800 to compensate the
CCO. See supra note 312.
    \370\ Commission staff estimates that annually each exchange and
association would expend (64 Attorney hours x $305 per hour) + (64
Compliance Manager hours x $258 per hour) + (64 Programmer Analyst
hours x $193 per hour) = $48,384 to ensure and review the operation
and administration of the central repository. See supra note 343 and
accompanying text.
    \371\ See supra Section V.D.1.e.
---------------------------------------------------------------------------

    The Commission request comment on these estimated costs. Does this
estimate accurately reflect the cost of storing data in a convenient
and usable standard electronic data format that is directly available
and searchable, without any manual intervention, for a period of not
less than 5 years? Would these costs estimates change if the scope of
the consolidated audit trail were expanded to include equity securities
that are not NMS securities; corporate bonds, municipal bonds, and
asset-backed securities and other debt instruments; credit default
swaps, equity swaps, and other security-based swaps? What systems or
other changes would be necessary to accommodate these other products?
How would those changes impact costs?
6. SRO Rule Filings
    The exchanges and FINRA also would be required to file proposed
rule changes to implement the provisions of the NMS plan with respect
to their members.\372\ The Commission notes that the exchanges and
FINRA would be able to use the NMS plan as a roadmap to draft the
content of their required proposed rule changes. The Commission also
notes that the rule filing format and process is not new to the
exchanges or to FINRA.\373\ The Commission estimates that the aggregate
cost of each SRO filing a proposed rule change to implement the NMS
plan to be approximately $590,175.\374\
---------------------------------------------------------------------------

    \372\ See proposed Rule 613(g)(1).
    \373\ The Commission notes that, for its 2009 fiscal year
(October 1, 2008 to September 30, 2009), the then existing twelve
exchanges and FINRA filed approximately 1,308 proposed rule changes
in the aggregate pursuant to Section 19(b) and Rule 19b-4
thereunder.
    \374\ This figure was calculated as follows: (129 Attorney hours
x $305) = $39,345 x 15 SROs = $590,175. Commission staff estimates
that each exchange and association would expend approximately 129
hours of legal time x $305 to prepare and file a complex rule
change. See Securities Exchange Act Release No. 50486 (October 4,
2004), 69 FR 60287 (October 8, 2004) (File No. S7-18-04). The $305
per-hour figure for an attorney is from SIFMA's Management &
Professional Earnings in the Securities Industry 2008, modified by
Commission staff to account for an 1800-hour work-year and
multiplied by 5.35 to account for bonuses, firm size, employee
benefits, and overhead. See Securities Exchange Act Release No.
59748 (April 10, 2009), 74 FR 18042, 18093 (April 20, 2009) (S7-08-
09) (noting the Commission's modification to the $305 per hour
figure for an attorney).
---------------------------------------------------------------------------

7. Expansion of the Proposed Consolidated Audit Trail
    The proposed Rule would require the plan sponsors to jointly
provide to the Commission a report outlining how the sponsors would
incorporate into the consolidated audit trail information with respect
to: (1) Equity securities that

are not NMS securities; (2) debt securities; and (3) primary market
transactions in equity securities that are not NMS securities, in NMS
stocks, and in debt securities. The sponsors would be required to
address, among other things, details for each order and reportable
events that they would recommend requiring to be provided; which market
participants would be required to provide the data; an implementation
schedule; and a cost estimate. Thus, the exchanges and FINRA would need
to, among other things, undertake an analysis of technological and
computer system acquisitions and upgrades that would be required to
incorporate such an expansion. The Commission preliminarily estimates
that the one-time cost to the exchanges and FINRA to create and file
with the Commission a report for expanding the scope of the
consolidated audit trail would be approximately $1,751,550 for a one-
time cost of $116,770 per SRO.\375\
---------------------------------------------------------------------------

    \375\ Commission staff estimates that each member would expend
(200 Attorney hours x $305 per hour) + (50 Compliance Manager hours
x $258 per hour) + (110 Programmer Analyst hours x $193 per hour) +
(60 Business Analyst hours x $194 per hour) + (25 Outsourced Legal
Counsel hours x $400 per hour) = $116,770 to create and file with
the Commission a report for expanding the scope of the consolidated
audit trail. See supra Section V.D.1.b and note 302.
---------------------------------------------------------------------------

    Does this estimate accurately reflect the expenses, including SRO
staff time and systems analyses, which SROs would incur in preparing
the required report? Are there other costs components that should be
considered in determining costs associated with preparing the required
report? Please provide details on any additional costs that should be
considered.
8. Other Costs
    Proposed Rule 613 would specifically require, for the receipt or
origination of each order, information to be reported to the central
repository with respect to the ultimate customer that generates the
order. Specifically, members would be required to report to the central
repository information about the beneficial owner of the account
originating the order and the person exercising investment discretion
for the account originating the order, if different from the beneficial
owner, and each customer would be identified by a unique customer
identifier. Thus, information about ``live'' orders, as well as overall
order and execution information for a particular customer, would be
available in the central repository. In recognition of the sensitivity
of this data, the proposed Rule requires the NMS Plan to include
policies and procedures, including standards, to be used by the plan
processor to ensure the security and confidentiality of all information
submitted to, and maintained by, the central repository.
    However, a potential cost could be incurred if the security and
confidentiality of the information submitted to the central repository
is breached, either by malfeasance or accident. In either case, if
identifying information about customers and their trading is made
public--contrary to the expectations and intentions of the customers--
the Commission preliminarily believes that this may have a negative
effect on the securities markets. Specifically, investors may be less
willing to allocate their capital to the securities markets if their
expectation that their personal identifying and trading information
will be adequately protected by the central repository is not met.
Under these circumstances, there could be a reduction in the capital
invested in the markets for NMS securities by investors, to the
detriment of the U.S. securities markets overall.
    Proposed Rule 613 also would require that the NMS plan include
policies and procedures, including standards, for the plan processor to
use to ensure the integrity of the information submitted to the central
repository. Specifically, the proposed Rule requires that the policies
and procedures be designed to ensure the timeliness, accuracy, and
completeness of the data provided to the central repository by the
exchanges, FINRA and their members, and to require the rejection of
data provided if the data does not meet validation parameters, and the
re-transmission of such data. The Commission notes that, despite such
safeguards for ensuring the integrity of the audit trail data, the
information submitted by the exchanges, FINRA and their members could
be inaccurate, either due to system or human error. If the reliability
of the data is compromised, this could reduce the usefulness of the
consolidated audit trail data for regulatory purposes.
    Are there any other non-tangible costs associated with potential
breaches of the integrity or confidentiality of the data required to be
submitted to the central repository that the Commission should
consider?
9. Total Costs
    Based on the assumptions and resulting estimated costs discussed
above, the Commission preliminarily estimates the initial aggregate
cost the exchanges and FINRA would incur to comply with the proposed
Rule, other than costs related to creating and operating the central
repository, would be approximately $231 million,\376\ and ongoing
aggregate annual costs would be approximately $77.7 million.\377\ In
addition, the exchanges and FINRA would incur an initial aggregate cost
of approximately $120 million to set up the central repository,\378\
with ongoing annual costs to operate the central repository of
approximately $101 million.\379\ For SRO members that would make
changes to their own order management and trading systems to comply
with the proposed Rule,\380\ we estimate the initial aggregate one-time
cost for implementation of the proposed Rule would be approximately
$3.4 billion \381\ and aggregate ongoing annual costs would be
approximately $1.7 billion.\382\ For SRO members that are

likely to rely on a third party to comply with the proposed Rule (such
as their clearing broker),\383\ we estimate the initial aggregate one-
time cost for implementation of the proposed Rule would be
approximately $287 million \384\ and ongoing annual costs would be
approximately $253 million.\385\ Therefore, for all SROs and members,
we estimate that the total one-time aggregate cost to implement the
proposed Rule would be approximately $4 billion and the total ongoing
aggregate annual costs would be approximately $2.1 billion.
---------------------------------------------------------------------------

    \376\ This aggregate cost estimate includes the aggregate one-
time cost of preparing and filing the NMS plan ($3,503,100); the
aggregate average one-time cost for each exchange and FINRA to
synchronize clocks consistent with the proposed requirements
($144,750); the aggregate average one-time cost for each exchange
and FINRA to identify, collect and transmit the consolidated audit
trail information to the central repository ($75 million); the
aggregate average one-time cost for each exchange and FINRA to
develop and implement surveillance systems, or enhance existing
surveillance systems ($150 million); the aggregate one-time cost for
each exchange and FINRA to file proposed rule changes to implement
the provisions of the NMS plan with respect to their members
($590,175); and the aggregate one-time cost to the exchanges and
FINRA of jointly providing to the Commission a report outlining how
the exchanges and FINRA would expand the scope of the consolidated
audit trail ($1,751,550).
    \377\ This aggregate cost estimate includes the aggregate
average ongoing annual cost to ensure that the plan is up to date
and remains in compliance with the proposed Rule ($725,760); the
aggregate average ongoing annual cost to synchronize clocks
consistent with industry standards ($173,700); the aggregate average
ongoing annual cost to evaluate the synchronization standards
($92,880); the aggregate average ongoing annual cost to ensure that
each exchange and FINRA is providing information in compliance with
the proposed Rule ($37.5 million); and the aggregate average ongoing
annual cost associated with enhanced surveillance ($39,159,000).
    \378\ See supra note 368.
    \379\ See supra notes 369 to 371 and accompanying text.
    \380\ We preliminarily estimate there are 1,114 of these broker-
dealers, including all clearing firms and alternative trading
systems. See supra note 320.
    \381\ This aggregate cost estimate includes the aggregate
average one-time cost for such members to identify, collect and
transmit the consolidated audit trail information to the central
repository ($3,342,000,000); and the aggregate average initial cost
for such members to synchronize clocks consistent with the proposed
requirements ($10,750,100).
    \382\ This aggregate cost estimate includes the aggregate
average ongoing annual cost for such members to identify, collect
and transmit the consolidated audit trail information to the central
repository ($1,671,000,000); and the aggregate average ongoing
annual cost for such members to annually evaluate the
synchronization time standards and perform any necessary
synchronization adjustments ($19,798,008).
    \383\ We preliminarily estimate there are 3,006 of these broker-
dealers, mainly including non-clearing broker-dealers. See supra
note 327.
    \384\ This aggregate cost estimate includes the aggregate
average initial cost for such members to identify, collect and
transmit the consolidated audit trail information to the central
repository ($258,125,220); and the aggregate average initial cost
for such members to synchronize clocks consistent with the proposed
requirements ($29,007,900).
    \385\ This aggregate cost estimate includes the aggregate
average ongoing annual cost for such members to identify, collect
and transmit the consolidated audit trail information to the central
repository ($199,935,072); and the aggregate average ongoing annual
cost for such members to annually evaluate the synchronization time
standards and perform any necessary synchronization adjustments
($53,422,632).
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C. Request for Comment

    The Commission requests general comment on the costs and benefits
of proposed Rule 613 of Regulation NMS discussed above, as well as any
costs and benefits not already described which could result from the
proposed Rule. The Commission also requests data to quantify any
potential costs or benefits.
    The Commission requests comment on what, if any, would be the
impact of the proposed Rule on competition among the exchanges and
other non-exchange market centers? If commenters believe there would be
an impact on competition, please explain and quantify the costs or
benefits of such impact. If commenters believe that there would be a
cost, what steps could the Commission take to mitigate such costs?
    The Commission also requests comment on whether the requirements of
the proposed Rule, such as the requirement to provide detailed
information to the central repository on a real time basis, would have
an impact on any form of legal trading activity engaged in by market
participants, or the speed with which trading occurs. For example,
would requiring additional information to be attached to an order when
the order is routed from one member or exchange to another--such as the
unique order identifier--impact the speed with which routing and
trading occurs? If not, why not? If so, why? If there would be an
impact, do commenters believe that the impact would be negative? Why or
why not? Also, would the requirement to provide customer and order
information to the central repository in real time impact market
participant trading activity? If so, how so? If commenters believe the
impact would provide a benefit, please explain and quantify. If
commenters believe that the impact would impose a cost, please explain
and quantify. For example, would market participants be hesitant to
engage in certain legal trading activity because of a concern about
providing customer and order information in real time? Would market
participants shift their trading activity to products or markets that
do not require the capture of customer information to avoid compliance
with this requirement of the proposed Rule? If so, how should the
Commission address those concerns? Please be specific in your
responses. The Commission requests comment on any other changes to
behavior that commenters believe may result from application of the
proposed Rule. For example, do commenters believe that the proposal
would cause illegal trading activity to shift to products or markets
not covered by the proposed Rule? If so, should that impact the scope
of the proposed Rule? If so, how so? If not, why not?

VII. Consideration of Burden on Competition and Promotion of
Efficiency, Competition, and Capital Formation

    Section 3(f) of the Exchange Act requires the Commission, whenever
it engages in rulemaking and is required to consider or determine
whether an action is necessary or appropriate in the public interest,
to consider, in addition to the protection of investors, whether the
action would promote efficiency, competition, and capital
formation.\386\ In addition, Section 23(a)(2) of the Exchange Act
requires the Commission, when making rules under the Exchange Act, to
consider the impact such rules would have on competition.\387\ Exchange
Act Section 23(a)(2) prohibits the Commission from adopting any rule
that would impose a burden on competition not necessary or appropriate
in furtherance of the purposes of the Exchange Act. As discussed below,
the Commission's preliminary view is that the proposed Rule should
promote efficiency, competition, and capital formation.
---------------------------------------------------------------------------

    \386\ 15 U.S.C. 78c(f).
    \387\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    Section 11A(a)(3)(B) of the Exchange Act provides in part that the
Commission may, by rule, require SROs to act jointly with respect to
matters as to which they share authority under the Exchange Act in
regulating a national market system for securities.\388\ Proposed Rule
613 would require all national securities exchanges and national
securities associations to jointly submit to the Commission an NMS plan
to create, implement, and maintain a consolidated audit trail for NMS
securities. Under the proposal, pursuant to the NMS plan, and SRO rules
adopted thereunder to implement the plan, national securities exchanges
and national securities associations, as well as their members, would
be required to provide detailed order and execution data to a central
repository to populate a consolidated audit trail.\389\
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    \388\ See Section 11A(a)(3)(B) of the Exchange Act, 15 U.S.C.
78k-1(a)(3)(B).
    \389\ See supra Section III.D. for a detailed description of the
required data.
---------------------------------------------------------------------------

A. Competition

    The Commission considered the impact of proposed Rule 613 on the
national securities exchanges, national securities associations, and
their members that trade NMS securities. The Commission begins its
consideration of potential competitive impacts with observations of the
current structure of the markets for trading NMS securities.
    The industry for the trading of NMS securities is a competitive
one, with reasonably low barriers to entry and significant competition
for order flow. The intensity of competition across trading platforms
that trade NMS securities has increased dramatically in the past decade
as a result of technological advances and regulatory changes. This
increase in competition has resulted in decreases in market
concentration, more competition among market centers, a proliferation
of trading platforms competing for order flow, and decreases in trading
fees.
    In addition, the Commission, within the past five years, has
approved applications by BATS,\390\ Direct

Edge,\391\ Nasdaq,\392\ and C2 \393\ to become registered as national
securities exchanges for trading equities, approved proposed rule
changes by two existing exchanges--the ISE \394\ and CBOE \395\--to add
cash equity trading facilities to their existing options business; and
approved proposed rule changes by two existing exchanges--Nasdaq and
BATS--to add options trading facilities to their existing cash equities
business.\396\
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    \390\ See Securities Exchange Act Release No. 58375 (August 18,
2008), 73 FR 49498 (August 21, 2008) (order approving BATS
Exchange's application for registration as a national securities
exchange).
    \391\ See Securities Exchange Act Release No. 61698 (March 12,
2010), 75 FR 13151 (March 18, 2010) (order approving EDGA Exchange
and EDGX Exchange's applications for registration as national
securities exchanges).
    \392\ See Securities Exchange Act Release No. 53128 (January 13,
2006), 71 FR 3550 (January 23, 2006) (File No. 10-131) (order
approving Nasdaq's application for registration as a national
securities exchange).
    \393\ See Securities Exchange Act Release No. 61152 (December
10, 2009), 74 FR 66699 (December 16, 2009) (order approving C2
Options Exchange's application for registration as a national
securities exchange).
    \394\ See Securities Exchange Act Release No. 54528 (September
28, 2006), 71 FR 58650 (October 4, 2006) (order approving rules to
govern trading equities).
    \395\ See Securities Exchange Act Release No. 55389 (March 2,
2007), 72 FR 10575 (March 8, 2007 (order approving CBOE Stock
Exchange LLC as a facility of CBOE).
    \396\ See Securities Exchange Act Release Nos. 57478 (March 12,
2008), 73 FR 14321 (March 18, 2008) (order approving rules governing
the trading of options on the Nasdaq Options Market, LLC); and 61419
(January 26, 2010), 75 FR 5157 (February 1, 2010) (order approving
rules governing the trading of options on BATS Options Exchange,
Inc.).
---------------------------------------------------------------------------

    The Commission believes that competition among trading venues for
NMS stocks has been facilitated by several Commission rules: Rule 611
(the Order Protection Rule), which encourages quote-based competition
between market centers; Rule 605, which empowers investors and brokers
to compare execution quality statistics across trading venues; and Rule
606, which enables customers to monitor the order routing practices.
Similarly, there is rigorous competition among the options exchanges
that has been facilitated by regulatory efforts. These include the move
to multiple listing,\397\ the extension of the Commission's Quote Rule
to options,\398\ the prohibition against trading outside of the
national best bid and offer,\399\ the adoption of market structures on
the floor-based exchanges that permit individual market maker
quotations to be reflected in the exchange's quotation,\400\ and the
Minimum Quoting Increment Pilot Program.\401\
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    \397\ See Securities Exchange Act Release No. 26870 (May 26,
1989), 54 FR 23963 (June 5, 1989) (S7-25-87).
    \398\ See Securities Exchange Act Release No. 43591 (November
17, 2000), 65 FR 75439 (December 1, 2000).
    \399\ See Securities Exchange Act Release No. 60405 (July 30,
2009), 74 FR 39362 (August 6, 2009) (approved of Options Order
Protection and Locked/Crossed Market Plan).
    \400\ See, e.g., Securities Exchange Act Release No. 47959 (May
30, 2003), 68 FR 34441, 34442 (June 9, 2003) (SR-CBOE-2002-05)
(adopting, among other things, amendments to incorporate firm quote
requirements in CBOE's rules).
    \401\ On January 26, 2007, the then-existing six options
exchanges implemented a pilot program to quote certain options
series in thirteen classes in one-cent increments (``Minimum Quoting
Increment Pilot Program''). Nasdaq became a participant in the
Minimum Quoting Increment Pilot Program on March 31, 2008, when it
commenced trading on its options platform, and BATS become a
participant in the Pilot Program on February 26, 2010, when it
commenced trading on BATS Options. Since 2007, the Minimum Quoting
Increment Pilot Program has been extended and expanded several
times. See, e.g., Securities Exchange Act Release Nos. 56276 (August
17, 2007), 72 FR 47096 (August 22, 2007) (SR-CBOE-2007-98); 56567
(September 27, 2007), 72 FR 56396 (October 3, 2007) (SR-Amex-2007-
96); 57579 (March 28, 2008), 73 FR 18587 (April 4, 2008) (SR-Nasdaq-
2008-026); 60711 (September 23, 2009), 74 FR 49419 (September 28,
2009) (SR-NYSEArca-2009-44); and 61061 (November 24, 2009), 74 FR
62857 (December 1, 2009) (SR-NYSEArca-2004-44).
---------------------------------------------------------------------------

    The broker-dealer industry also is a highly competitive industry
with low barriers to entry. Most trading activity is concentrated among
several dozen large participants, with thousands of small participants
competing for niche or regional segments of the market. The reasonably
low barriers to entry for broker-dealers are evidenced, for example, by
the fact that the average number of new broker-dealers entering the
market each year between 2001 and 2008 was 389.\402\
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    \402\ This number is based on a Commission staff review of FOCUS
Report filings reflecting registered broker-dealers from 2001
through 2008. The number does not include broker-dealers that are
delinquent on FOCUS Report filings. New registered broker-dealers
for each year during the period from 2001 through 2008 were
identified by comparing the unique registration number of each
broker-dealer filed for the relevant year to the registration
numbers filed for each year between 1995 and the relevant year.
---------------------------------------------------------------------------

    There are approximately 5,178 registered broker-dealers, of which
approximately 890 are small broker-dealers.\403\ To limit costs and
make business more viable, the small participants often contract with
bigger participants to handle certain functions, such as clearing and
execution, or to update their technology. Larger broker-dealers often
enjoy economies of scale over smaller broker-dealers and compete with
each other to service the smaller broker-dealers, who are both their
competitors and customers.
---------------------------------------------------------------------------

    \403\ These numbers are based on a review of 2007 and 2008 FOCUS
Report filings reflecting registered broker-dealers, and discussions
with SRO staff. The number does not include broker-dealers that are
delinquent on FOCUS Report filings.
---------------------------------------------------------------------------

    In the Commission's preliminary judgment, the costs of proposed
Rule 613 would not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act. In
industries characterized by easy entry and intense competition, the
viability of some of the competitors may be sensitive to regulatory
costs. Nonetheless, the Commission preliminarily believes that the
overall marketplace for NMS securities would remain highly competitive,
despite the costs associated with implementing proposed new Rule 613,
even if those costs influence the entry or exit decisions of some
individual broker-dealer firms.
    As discussed above in Sections V and VI, the Commission
acknowledges that the proposal would entail significant costs of
implementation. In particular, requiring national securities exchanges,
national securities associations, and their members to capture the
required information and provide it to the central repository in a
uniform format, in particular information that is not currently
captured under the existing audit trail or other regulatory
requirements, would likely require significant one-time initial
expenses to enhance or modify existing order handling, trading, and
other systems. In addition, national securities exchanges and national
securities associations would need to enhance or create new
surveillance procedures to use the consolidated audit trail
information. Preliminarily, the Commission does not believe that these
implementation expenses would impose an undue burden on competition
among SROs or among other market participants. The Commission
preliminarily believes that the requirements associated with the
proposed Rule are necessary and appropriate, and would apply uniformly
to all national securities exchanges, national securities associations
and their members, and thus would not result in an undue burden on
competition.
    As discussed above in Section II, the approach of proposed new Rule
613 would advance the purposes of the Exchange Act in a number of
significant ways. The Commission preliminarily believes that proposed
Rule 613 should aid each of the exchanges and FINRA in carrying out its
statutory obligation to be organized and have the capacity to comply,
and enforce compliance by its members, with its rules, and with the
federal securities laws, rules, and regulations. Likewise, the
Commission believes that proposed Rule 613 should aid the Commission in
fulfilling its statutory obligation to oversee the exchanges and
associations, and to enforce compliance by the members of

exchanges and associations with the respective exchange's or
association's rules, and the federal securities laws and regulations.
The proposed consolidated audit trail also would aid the Commission in
its efforts to limit the manipulation of security prices, and to limit
the use of manipulative or deceptive devices in the purchase or sale of
a security. By potentially decreasing the opportunities for illegal
activity and market manipulation, the proposed Rule should promote fair
competition among market participants on the basis of effective
regulation. Further, by imposing uniform audit trail requirements on
all SROs and their members, and thus removing any incentive to compete
based on regulation (or lack thereof), the Commission preliminarily
believes that the proposed Rule would allow SROs and their members to
more effectively compete on other terms such as the services provided,
price, and available liquidity.
    Based on the analysis above, the Commission preliminarily believes
that the proposal would not impose any burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act. However, we seek comment on the impact of the proposed Rule on
competition. The Commission requests comment on what, if any, would be
the impact of the proposed Rule on competition among the exchanges and
other non-exchange market centers. If commenters believe there would be
an impact on competition, please explain and quantify the costs or
benefits of such impact. For example, as noted above, exchanges would
have access through the central repository to trading information about
their competitors' customers. Do commenters believe that access to this
information would have an impact on competition among exchanges? If so,
please explain what the potential impact could be, and whether you
believe that such impact would be an adverse. If so, please further
address what, if any, steps the Commission should take in the proposed
Rule to address such concerns.

B. Capital Formation

    As discussed above in Section II, proposed Rule 613 is intended to
enhance the ability of the SROs and the Commission to more efficiently
and in a more timely manner monitor trading in NMS securities across
all markets and market participants, which should further the ability
of the SROs and the Commission staff to effectively enforce SRO rules
and federal securities laws, rules and regulations. For example, the
proposed consolidated audit trail would ensure that all orders are
tracked from origination to execution or cancellation. Further, the
consolidated audit trail would provide information on any modifications
or routing decisions made with regard to an order. The Commission
preliminarily believes that the proposed audit trail information would
greatly enhance the ability of its staff to effectively monitor and
surveil the securities markets. This enhanced ability of the SROs and
Commission staff to enforce the federal securities laws, rules, and
regulations should help ensure that market participants that engage in
fraudulent or manipulative activities are identified more swiftly,
which should deter future attempts to do the same. In general, the
faster fraudulent or manipulative activity is identified and action is
taken, the more likely ill-gotten gains will remain available to pay
penalties or compensate victims.
    The Commission preliminarily believes that by enhancing the SROs'
and the Commission's ability to enforce the federal securities laws,
rules and regulations, proposed Rule 613 could help maintain or
increase investor confidence in the fairness of the securities markets.
Investor confidence may increase as the potential for the detection of
illegal activity is increased and the risk of investment loss due to
undetected illegal activity decreases. Bolstering investor confidence
in the fairness of the securities markets may increase the level of
investment, which could promote capital formation to the extent that
the increase is allocated efficiently. This would promote capital
formation because as capital is better allocated, issuers with the most
productive capital needs may be better able to raise capital.

C. Efficiency

    Proposed Rule 613 would require the creation and maintenance of a
consolidated audit trail, which the Commission preliminarily believes
would greatly enhance the ability of SRO staff to effectively monitor
and surveil the securities markets, and thus detect illegal activity in
a more timely manner, whether on one market or across markets. With an
audit trail designed to help the SROs reconstruct and analyze time-
sequenced order and trading data, the SROs could more quickly
investigate the nature and causes of unusual market movements or
trading activity and initiate investigations and take regulatory
actions where warranted. An increase in detected and prosecuted
violations of the securities laws, rules, and regulations would likely
act as deterrent to future violations. Likewise, the ability of the
Commission to better understand unusual market activity, such as during
a period of intense volatility, could lead to better oversight, or more
focused regulation where warranted, of the causes of such activity. For
example, the possibility of more prompt detection of illegal activity
would likely deter future abusive or manipulative trading activity from
being used to manipulate market prices to artificial levels or by
accelerating a declining market in one or several securities. Thus, the
Commission preliminarily believes that proposed Rule 613 would help to
ensure that markets function efficiently. As a result, the Commission
preliminarily believes that the proposed consolidated audit trail would
help promote the efficient functioning of markets, which should help
enhance the protection of investors and further the public interest.
    Further, the Commission preliminarily believes that the proposed
Rule, by creating one central repository to which each national
securities exchange, national securities association, and their members
would be required to provide the same data in the same format, could
reduce or eliminate the need for each individual SRO to have it own
disparate requirements. Elimination of often inconsistent regulation on
members would promote efficiency because members would no longer be
required to submit disparate data to multiple regulators pursuant to
multiple, and sometimes inconsistent, SRO and Commission rules.
    The Commission requests comment on all aspects of this analysis
and, in particular, on whether the proposed consolidated audit trail
would place a burden on competition not necessary or appropriate in
furtherance of the purposes of the Exchange Act, as well as the effect
of the proposal on efficiency, competition, and capital formation. The
Commission also requests comment on the impact, if any, of the proposed
Rule on investors' trading activities. Would the proposed Rule impact
investors' incentives to engage in certain types of legal trading in
NMS securities, or other products, on the exchanges or OTC markets that
would be subject to the proposed Rule? If so, why, and what impact
would that have on the competitiveness of the U.S. markets? Would the
proposed Rule impact market participants' incentives to engage in
certain types of illegal trading activity in products other than NMS
securities or in other markets? If so, how so, and what if any steps
should

the Commission take to address the expected changes in behavior?
Commenters are requested to provide empirical data and other factual
support for their views.

VIII. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, or ``SBREFA,'' \404\ the Commission must advise the Office
of Management and Budget as to whether the proposed regulation
constitutes a ``major'' rule. Under SBREFA, a rule is considered
``major'' where, if adopted, it results or is likely to result in: (1)
An annual effect on the economy of $100 million or more (either in the
form of an increase or a decrease); (2) a major increase in costs or
prices for consumers or individual industries; or (3) significant
adverse effect on competition, investment or innovation.
---------------------------------------------------------------------------

    \404\ Pub. L. 104-121, Title II, 110 Stat. 857 (1996) (codified
in various sections of 5 U.S.C., 15 U.S.C. and as a note to 5 U.S.C.
601).
---------------------------------------------------------------------------

    The Commission requests comment on the potential impact of proposed
Rule 613 on the economy on an annual basis, on the costs or prices for
consumers or individual industries, and on competition, investment or
innovation. Commenters are requested to provide empirical data and
other factual support for their view to the extent possible.

IX. Initial Regulatory Flexibility Act Analysis

    The Regulatory Flexibility Act (``RFA'') \405\ requires Federal
agencies, in promulgating rules, to consider the impact of those rules
on small entities. Section 603(a) \406\ of the Administrative Procedure
Act,\407\ as amended by the RFA, generally requires the Commission to
undertake a regulatory flexibility analysis of all proposed rules, or
proposed rule amendments, to determine the impact of such rulemaking on
``small entities.'' \408\
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    \405\ 5 U.S.C. 601 et seq.
    \406\ 5 U.S.C. 603(a).
    \407\ 5 U.S.C. 551 et seq.
    \408\ The Commission has adopted definitions for the term small
entity for the purposes of Commission rulemaking in accordance with
the RFA. Those definitions, as relevant to this proposed rulemaking,
are set forth in Rule 0-10, 17 CFR 240.0-10. See Securities Exchange
Act Release No. 18451 (January 28, 1982), 47 FR 5215 (February 4,
1982) (File No. AS-305).
---------------------------------------------------------------------------

    Proposed Rule 613 of Regulation NMS would require the national
securities exchanges and national securities associations to jointly
develop and file with the Commission a NMS plan to implement and
maintain a consolidated audit trail. Pursuant to such NMS plan, and
rules that would be adopted by the SROs to implement the plan, national
securities exchanges and national securities associations, as well as
their members, would be required to provide data to a central
repository to populate a consolidated audit trail.\409\
---------------------------------------------------------------------------

    \409\ See proposed Rule 613(c) and supra Sections III.B. and
III.D.
---------------------------------------------------------------------------

A. Reasons for the Proposed Rule

    The Commission preliminarily believes that with today's electronic,
interconnected markets, there is a heightened need for regulators to
have efficient access to a more robust and effective cross-market order
and execution tracking system. As discussed above, currently many of
the national securities exchanges and FINRA have audit trail rules and
systems to track information relating to orders received and executed,
or otherwise handled, in their respective markets. While the
information gathered from these audit trail systems aids the SRO and
Commission staff in their regulatory responsibility to surveil for
compliance with SRO rules and the federal securities laws and
regulations, the Commission preliminarily believes that existing audit
trails are limited in their scope and effectiveness in varying
ways.\410\ In addition, while the SRO and Commission staff also
currently receives information about orders and/or trades through the
EBS system, Rule 17a-25,\411\ and from equity cleared reports, the
information is limited, to varying degrees, in detail and scope.\412\
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    \410\ See supra Section II.A.
    \411\ 17 CFR 240.17a-25.
    \412\ See supra Sections I.A and I.B. for a description of the
EBS system, Rule 17a-25, and equity cleared reports.
---------------------------------------------------------------------------

    The creation and implementation of a consolidated audit trail, as
proposed, would enable regulators to better fulfill their regulatory
responsibilities to monitor for and investigate potentially illegal
activity in the NMS for securities in a more timely fashion, whether on
one market or across markets. A consolidated audit trail also would
enhance the ability of the Commission in investigating and preparing
market reconstructions, and in understanding the causes of unusual
market activity. Further, timely pursuit of potential violations can be
important in seeking to freeze and recover any profits received from
illegal activity.

B. Objectives and Legal Basis

    Each national securities exchange and national securities
association must be organized and have the capacity to comply, and
enforce compliance by its members, with its rules, and with the federal
securities laws, rules, and regulations.\413\ Likewise, the Commission
oversees the exchanges and associations,\414\ and enforces compliance
by the members of exchanges and associations with the respective
exchange's or association's rules, and the federal securities laws and
regulations.\415\ The Commission preliminarily believes that the
exchanges, FINRA and the Commission itself could more effectively and
efficiently fulfill these statutory obligations to oversee and regulate
the NMS if the SROs and the Commission had direct access to more
robust, and timely, order and execution information across all markets.
---------------------------------------------------------------------------

    \413\ See, e.g., Sections 6(b)(1), 19(g)(1) and 15A(b)(2) of the
Exchange Act, 15 U.S.C. 78(f)(b)(1), 78s(g)(1), and 78o-3(b)(2).
    \414\ See, e.g., Sections 2, 6(b), 15A(b), and 19(h)(1) of the
Exchange Act, 15 U.S.C. 78(b), 15 U.S.C. 78(f)(6), 15 U.S.C. 78o-
3(b), and 15 U.S.C. 78(h)(1).
    \415\ See, e.g., 19(h)(1) of the Exchange Act, 15 U.S.C.
78(h)(1).
---------------------------------------------------------------------------

    The Commission is proposing Rule 613 under the authority set forth
in Exchange Act Sections 2, 3(b), 5, 6, 11, 11A, 15, 15A, 17(a) and
(b), 19, 23(a), and 36 thereof, 15 U.S.C. 78b, 78c(b), 78e, 78f, 78k-1,
78o, 78o-3, 78q(a) and (b), 78s, 78w(a), and 78mm.

C. Small Entities Subject to the Proposed Rule

1. National Securities Exchanges and National Securities Associations
    The proposed Rule would apply to national securities exchanges
registered with the Commission under Section 6 of the Exchange Act and
national securities associations registered with the Commission under
Section 15A of the Exchange Act. None of the national securities
exchanges registered under Section 6 of the Exchange Act or national
securities associations registered with the Commission under Section
15A of the Exchange Act that would be subject to the proposed Rule are
``small entities'' for purposes of the RFA.\416\
---------------------------------------------------------------------------

    \416\ See 17 CFR 240.0-10(e). Paragraph (e) of Rule 0-10 states
that the term ``small business,'' when referring to an exchange,
means any exchange that has been exempted from the reporting
requirements of Rule 601 of Regulation NMS, 17 CFR 242.601, and is
not affiliated with any person (other than a natural person) that is
not a small business or small organization as defined in Rule 0-10.
Under this standard, none of the exchanges subject to the proposed
Rule is a ``small entity'' for the purposes of the RFA. FINRA is not
a small entity as defined by 13 CFR 121.201.
---------------------------------------------------------------------------

2. Broker-Dealers
    Proposed Rule 613(g) would apply to all broker-dealers that are
members of a national securities exchange or national securities
association. Commission rules

generally define a broker-dealer as a small entity for purposes of the
Exchange Act and the Regulatory Flexibility Act if the broker-dealer
had a total capital of less than $500,000 on the date in the prior
fiscal year as of which its audited financial statements were prepared,
and it is not affiliated with any person (other than a natural person
that is not a small entity).\417\
---------------------------------------------------------------------------

    \417\ See 17 CFR 240.0-10(c).
---------------------------------------------------------------------------

    The Commission estimates that as of December 31, 2008, there were
approximately 890 Commission-registered broker-dealers that would be
considered small entities for purposes of the statute. Each of these
broker-dealers, assuming that they are all members of one or more
national securities exchange or FINRA, would be required to comply with
the proposed Rule.
D. Reporting, Record Keeping, and Other Compliance Requirements
    Proposed Rule 613(g)(2) would impose new reporting and record
keeping requirements on small broker-dealers. While certain elements of
order and execution information that such small broker-dealers would be
required to collect and submit to the central repository are already
required to be maintained by broker-dealers pursuant to Rules 17a-3 and
17a-25 under the Exchange Act or the SRO audit trail rules, the
proposed Rule would require the collection of additional information
that is not required to be collected under these rules. Further, small
broker-dealers would be responsible for complying with the proposed
Rule's requirements for reporting to the central repository the
required order and transaction data.
    The proposed Rule would require that most of the information
collected be reported on a real time basis, rather than on an ``as
requested'' basis, and that all required information be submitted in a
uniform format. Accordingly, the Commission preliminarily believes that
even those small broker-dealers that already have systems in place for
submitting order and transaction information to regulators upon
request, or to comply with existing SRO audit trail rules, would need
to make modifications to their existing order handling and trading
systems to comply with the proposed Rule, or rely on outside vendors to
provide a functionality that would provide information to the central
repository.

E. Duplicative, Overlapping, or Conflicting Federal Rules

    As stated above, broker-dealers are subject to record keeping and
reporting requirements under Rules 17a-3 and 17a-25 under the Exchange
Act. Rule 17a-3 requires that broker-dealers maintain records that
would capture some of the same information required to be collected and
submitted pursuant to the proposed Rule.\418\ Also, as part of the
Commission's existing EBS system, pursuant to Rule 17a-25 under the
Exchange Act, the Commission requires registered broker-dealers to keep
records of some of the information that would be captured by proposed
Rule 613.\419\
---------------------------------------------------------------------------

    \418\ See 17 CFR 240.17a-3. Pursuant to Rule 17a-3, broker-
dealers are, for example, required to maintain the following
information that would be captured by the proposed rule: Customer
name and address; time an order was received; and price of
execution.
    \419\ See 17 CFR 240.17a-25. Pursuant to Rule 17a-25, broker-
dealers are, for example, required to maintain the following
information with respect to customer orders that would be captured
by the proposed Rule, and provide it to the Commission upon request:
Date on which the transaction was executed; account number;
identifying symbol assigned to the security; transaction price; the
number of shares or option contracts traded and whether such
transaction was a purchase, sale, or short sale, and if an option
transaction, whether such was a call or put option; the clearing
house number of such broker or dealer and the clearing house numbers
of the brokers or dealers on the opposite side of the transaction;
prime broker identifier; the customer's name and address; the
customer's tax identification number; and other related account
information.
---------------------------------------------------------------------------

    However, data collected pursuant to Rules 17a-3 and 17a-25 is
limited in scope and is provided to the Commission only upon request.
The proposed Rule would require the collection of significantly more
information \420\ and would require that most of the information about
orders and executions be provided to the central repository on a real
time basis, not merely be stored and provided upon request. Thus, the
Commission preliminarily believes that while these Federal rules
overlap with certain requirements of the proposed Rule, the scope and
purpose of the proposed Rule is more expansive than what is currently
required and will more efficiently provide regulators with the
information needed to effectively surveil trading activity across
markets.
---------------------------------------------------------------------------

    \420\ Such additional information would include: A unique
customer identifier for each customer; a unique identifier that
would attach to the order at the time the order is received or
originated by the member and remain with the order through the
process of routing, modification, cancellation, and execution (in
whole or in part); a unique identifier of the broker-dealer
receiving or originating the order; the unique identifier of the
branch office and registered representative receiving or originating
the order; the date on which the order is routed; time at which the
order is routed (in milliseconds); and if the order is executed, in
whole or in part, the account number for any subaccounts to which
the execution is allocated; the unique order identifier of any
contra-side order(s); and the amount of a commission, if any, paid
by the customer, and the unique identifier of the broker-dealer(s)
to whom the commission is paid.
---------------------------------------------------------------------------

F. Significant Alternatives

    Pursuant to 3(a) of the RFA, the Commission must consider the
following types of alternatives: (1) The establishment of differing
compliance or reporting requirements or timetables that take into
account the resources available to small entities; (2) clarification,
consolidation, or simplification of compliance and reporting
requirements under the Rule for small entities; (3) the use of
performance rather than design standards; and (4) and exemption from
coverage of the proposed Rule, or any part thereof, for small entities.
    The Commission has considered whether it would more be more cost
effective to enhance existing systems to achieve the proposed Rule's
objective, rather than create a central repository. For example, the
Commission considered expanding the scope of the information collected
by existing audit trails, the EBS system, and/or Rule 17a-25, but
determined that this approach would not result in the creation of a
comprehensive consolidated audit trail. Under such an approach, SROs
would still need to check multiple repositories of data to gather
information about trading activity occurring across markets. Further,
the goal of capturing data in a uniform format would be complicated if
data were collected by multiple repositories. In addition, this
approach would not resolve concerns over how long it takes to obtain
data when it is not available in real time, but only required to be
provided upon request. Without the centralization of data in a uniform
electronic format, the Commission preliminarily believes that the goals
of the proposed Rule could not be achieved.
    The Commission preliminarily believes that proposing a new uniform
audit trail rule that would apply equally across all SROs and their
members would be more efficient and effective than requiring each SRO
to separately amend and enhance its existing order audit trail or EBS
rules and systems, and amending Rule 17a-25. The scope of the proposed
audit trail--requiring each member and SRO to report the same
information for each order, for each reportable event, in a uniform
format, in real time, across all markets--is fundamentally different
than what is collected under existing order audit trails, the EBS
system, and Rule 17a-25.
    The Commission also has considered allowing certain small broker-
dealers to submit certain trading data in a manual,

rather than an electronic, format.\421\ However, the Commission
preliminarily does not believe that the intent and objectives of
proposed Rule 613 could be achieved if small broker-dealers are subject
to differing compliance or reporting requirements, such as manual
reporting of data, or timetables. The Commission preliminarily believes
that to be effective the consolidated audit trail should contain order
and execution information from all broker-dealers, including small
broker-dealers, in a uniform electronic format. Without this
information, the SROs and the Commission would not have a complete and
timely cross-market audit trail to utilize in their regulatory
oversight of small broker-dealers, their customers, and the securities
markets. Further, the Commission preliminarily believes that the
timetable contained in the proposed Rule, which would give brokers-
dealers two years after effectiveness of the NMS plan to implement the
proposed requirements to collect and report the required information to
the central repository, would allow small broker-dealers sufficient
time to modify existing systems, or procure third party functionality,
to comply with the proposed Rule.\422\
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    \421\ See 17a-25 Adopting Release, supra note 20, at 35839-
35840.
    \422\ See supra notes 326-330 and accompanying text and notes
356-358 and accompanying text.
---------------------------------------------------------------------------

    Further, the Commission preliminarily believes that it has drafted
the proposed Rule to be as straightforward as possible to achieve its
objectives. Any simplification, consolidation or clarification of the
Rule should occur for all entities, not just small broker-dealers. The
Commission does not propose to dictate for entities of any size any
particular design standards (e.g., technology) that must be employed to
achieve the objectives of the proposed Rule. However, in order to
provide consistent, comparable data to the central repository, the
nature of the information collected is a design standard.
    The Commission would be able to rely on its exemptive authority
under Section 36 of the Exchange Act to grant relief, when necessary,
to small broker-dealers from the requirements of the proposed Rule. The
Commission preliminarily believes that a wholesale exemption from the
proposed Rule for small broker-dealers, however, would make it harder
for the Commission and SROs to recognize the anticipated benefits of
the consolidated audit trail.

G. Solicitation of Comments

    The Commission invites commenters to address whether the proposed
Rule would have a significant economic impact on a substantial number
of small entities, and, if so, what would be the nature of any impact
on small entities. The Commission requests that commenters provide
empirical data to support the extent of such impact.

X. Statutory Authority

    Pursuant to the Exchange Act and particularly, Sections 2, 3(b), 5,
6, 11A, 15, 15A, 17(a) and (b), 19, and 23(a) thereof, 15 U.S.C. 78b,
78c(b), 78e, 78f, 78k-1, 78o, 78o-3, 78q(a) and (b), 78s and 78w(a),
the Commission proposes Rule 613 of Regulation NMS, as set forth below.

Text of Proposed Rule

List of Subjects in 17 CFR Part 242

    Brokers, Reporting and recordkeeping requirements, Securities.

    In accordance with the foregoing, Title 17, Chapter II, of the Code
of Federal Regulations is proposed to be amended as follows.

PART 242--REGULATIONS M, SHO, ATS, AC, AND NMS AND CUSTOMER MARGIN
REQUIREMENTS FOR SECURITY FUTURES

    1. The authority citation for part 242 continues to read as
follows:

    Authority:  15 U.S.C. 77g, 77q(a), 77s(a), 78b, 78c, 78g(c)(2),
78i(a), 78j, 78k-1(c), 78l, 78m, 78n, 78o(b), 78o(c), 78o(g),
78q(a), 78q(b), 78q(h), 78w(a), 78dd-1, 78mm, 80a-23, 80a-29, and
80a-37.

    2. Add Sec.  242.613 to read as follows:

Sec.  242.613  Consolidated Audit Trail.

    (a) Creation of a National Market System Plan Governing a
Consolidated Audit Trail.
    (1) Each national securities exchange and national securities
association shall jointly file on or before [90 days from approval of
this rule] a national market system plan to govern the creation,
implementation, and maintenance of a consolidated audit trail and
central repository as required by this section.
    (2) The national market system plan, or any amendment thereto,
filed pursuant to this section shall be filed with the Commission
pursuant to Sec.  242.608.
    (3) The national market system plan submitted pursuant to this
section shall require each national securities exchange and national
securities association to:
    (i) By two months after effectiveness of the national market system
plan jointly (or under the governance structure described in the plan)
select a person to be the plan processor;
    (ii) By four months after effectiveness of the national market
system plan synchronize their business clocks and by four months after
effectiveness of the national market system plan require members of
each such exchange and association to synchronize their business clocks
in accordance with paragraph (d) of this section;
    (iii) By one year after effectiveness of the national market system
plan provide to the central repository the data specified in paragraph
(c) of this section;
    (iv) By fourteen months after effectiveness of the national market
system plan implement a new or enhanced surveillance system(s) as
required by paragraph (f) of this section; and
    (v) By two years after effectiveness of the national market system
plan require members of each such exchange and association to provide
to the central repository the data specified in paragraph (c) of this
section.
    (4) Each national securities exchange and national securities
association shall be a sponsor of the national market system plan
submitted pursuant to this section and approved by the Commission.
    (5) No national market system plan filed pursuant to this section,
or any amendment thereto, shall become effective unless approved by the
Commission or otherwise permitted in accordance with the procedures set
forth in Sec.  242.608.
    (b) Operation and Administration of the National Market System
Plan.
    (1) The national market system plan submitted pursuant to this
section shall include a governance structure to ensure fair
representation of the plan sponsors, and administration of the central
repository, including the selection of the plan processor.
    (2) The national market system plan submitted pursuant to this
section shall include a provision addressing the requirements for the
admission of new sponsors of the plan and the withdrawal of existing
sponsors from the plan.
    (3) The national market system plan submitted pursuant to this
section shall include a provision addressing the percentage of votes
required by the plan sponsors to effectuate amendments to the plan.
    (4) The national market system plan submitted pursuant to this
section shall include a provision addressing the manner in which the
costs of operating the central repository will be allocated among the
national securities exchanges

and national securities associations that are sponsors of the plan,
including a provision addressing the manner in which costs will be
allocated to new sponsors to the plan.
    (5) The national market system plan submitted pursuant to this
section shall require the appointment of a Chief Compliance Officer to
regularly review the operation of the central repository to assure its
continued effectiveness in light of market and technological
developments, and make any appropriate recommendations for enhancements
to the nature of the information collected and the manner in which it
is processed.
    (c) Data Collection. (1) The national market system plan submitted
pursuant to this section shall provide for an accurate, time-sequenced
record of orders beginning with the receipt or origination of an order
by a member of a national securities exchange or national securities
association, and further documenting the life of the order through the
process of routing, modification, cancellation, and execution (in whole
or in part) of the order.
    (2) The national market system plan submitted pursuant to this
section shall require each national securities exchange, national
securities association, and member to collect and provide to the
central repository the information required by paragraph (c)(7) of this
section in a uniform electronic format.
    (3) The national market system plan submitted pursuant to this
section shall require each national securities exchange, national
securities association, and member to collect and provide to the
central repository the information required by paragraphs (c)(7)(i)
through (v) of this section on a real time basis.
    (4) The national market system plan submitted pursuant to this
section shall require each national securities exchange, national
securities association, and member to collect and provide to the
central repository the information required by paragraphs (c)(7)(vi)
and (vii) of this section promptly after the national securities
exchange, national securities association, or member receives the
information, but in no instance later than midnight of the day that the
reportable event occurred or the national securities exchange, national
securities association, or member receives such information.
    (5) The national market system plan submitted pursuant to this
section shall require each national securities exchange and its members
to collect and provide to the central repository the information
required by paragraph (c)(7) of this section for each NMS security
registered or listed for trading on such exchange or admitted to
unlisted trading privileges on such exchange.
    (6) The national market system plan submitted pursuant to this
section shall require each national securities association and its
members to collect and provide to the central repository the
information required by paragraph (c)(7) of this section for each NMS
security for which transaction reports are required to be submitted to
the association.
    (7) The national market system plan submitted pursuant to this
section shall require each national securities exchange, national
securities association, and any member of such exchange or association
to collect and electronically provide to a central repository details
for each order and each reportable event, including, but not limited
to, the following information:
    (i) For the original receipt or origination of the order:
    (A) Information of sufficient detail to identify the customer;
    (B) A unique customer identifier for each customer;
    (C) Customer account information;
    (D) A unique identifier that will attach to the order at the time
the order is received or originated by the member and remain with the
order through the process of routing, modification, cancellation, and
execution (in whole or in part);
    (E) The unique identifier of the broker-dealer receiving or
originating the order;
    (F) The unique identifier of the branch office and registered
representative receiving or originating the order;
    (G) Date of order receipt or origination;
    (H) Time of order receipt or origination (in milliseconds); and
    (I) Material terms of the order.
    (ii) For the routing of an order, the following information:
    (A) The unique order identifier;
    (B) Date on which the order is routed;
    (C) Time at which the order is routed (in milliseconds);
    (D) The unique identifier of the broker-dealer or national
securities exchange routing the order;
    (E) The unique identifier of the broker-dealer or national
securities exchange receiving the order;
    (F) If routed internally at the broker-dealer, the identity and
nature of the department or desk to which an order is routed; and
    (G) Material terms of the order.
    (iii) For the receipt of an order, the following information:
    (A) The unique order identifier;
    (B) Date on which the order is received;
    (C) Time at which the order is received (in milliseconds);
    (D) The unique order identifier of the broker-dealer or national
securities exchange receiving the order;
    (E) The unique identifier of the broker-dealer or national
securities exchange routing the order; and
    (F) Material terms of the order.
    (iv) If the order is modified or cancelled, the following
information:
    (A) Date the modification or cancellation is received or
originated;
    (B) Time the modification or cancellation is received or originated
(in milliseconds);
    (C) Price and remaining size of the order, if modified;
    (D) Other changes in material terms of the order, if modified; and
    (E) Identity of the person giving the modification or cancellation
instruction.
    (v) If the order is executed, in whole or in part, the following
information:
    (A) The unique order identifier;
    (B) Date of execution;
    (C) Time of execution (in milliseconds);
    (D) Execution capacity (principal, agency, riskless principal);
    (E) Execution price and size;
    (F) The unique identifier of the national securities exchange or
broker-dealer executing the order; and
    (G) Whether the execution was reported pursuant to an effective
transaction reporting plan or the Options Price Reporting Authority
Plan.
    (vi) If the order is executed, in whole or in part:
    (A) The account number for any subaccounts to which the execution
is allocated (in whole or part);
    (B) The unique identifier of the clearing broker or prime broker,
if applicable;
    (C) The unique order identifier of any contra-side order(s);
    (D) Special settlement terms, if applicable;
    (E) Short sale borrow information and identifier; and
    (F) The amount of a commission, if any, paid by the customer, and
the unique identifier of the broker-dealer(s) to whom the commission is
paid.
    (vii) If the execution is cancelled, a cancelled trade indicator.
    (8) All plan sponsors and their members shall use the same unique
customer identifier and unique broker-dealer identifier for each
customer and broker-dealer.
    (d) Clock Synchronization. The national market system plan
submitted pursuant to this section shall require

each national securities exchange, national securities association, and
member of such exchange or association subject to this section to:
    (1) Synchronize on its business clocks that are used for the
purposes of recording the date and time of any reportable event that
must be reported pursuant to this section to the time maintained by the
National Institute of Standards and Technology, consistent with
industry standards; and
    (2) Evaluate annually the synchronization standard to determine
whether it should be shortened, consistent with changes in industry
standards.
    (e) Central Repository.
    (1) The national market system plan submitted pursuant to this
section shall provide for the creation and maintenance of a central
repository. Such central repository shall be responsible for the
receipt, consolidation, and retention of all data submitted pursuant to
this section.
    (2) Each national securities exchange, national securities
association, and the Commission shall have access to the central
repository, including all systems operated by the central repository,
and access to and use of the data reported to and consolidated by the
central repository under paragraph (c) of this section, for the purpose
of performing its respective regulatory and oversight responsibilities
pursuant to the federal securities laws, rules, and regulations. The
national market system plan submitted pursuant to this section shall
provide that such access to and use of such data by each national
securities exchange, national securities association, and the
Commission for the purpose of performing its regulatory and oversight
responsibilities pursuant to the federal securities laws, rules, and
regulations shall not be limited.
    (3) The national market system plan submitted pursuant to this
section shall include a provision requiring the creation and
maintenance by the central repository of a method of access to the
consolidated data that includes search and reporting functions.
    (4) The national market system plan submitted pursuant to this
section shall include policies and procedures, including standards, to
be used by the plan processor to:
    (i) Ensure the security and confidentiality of all information
submitted to the central repository. All plan sponsors and their
employees, as well as all employees of the central repository, shall
agree to use appropriate safeguards to ensure the confidentiality of
such data and shall agree not to use such data for any purpose other
than surveillance and regulatory purposes. Nothing in this paragraph
(i) shall be construed to prevent a plan sponsor from using the data
that it submits to the central repository for regulatory, surveillance,
commercial, or other purposes as otherwise permitted by applicable law,
rule, or regulation;
    (ii) Ensure the timeliness, accuracy, and completeness of the data
provided to the central repository pursuant to paragraph (c) of this
section;
    (iii) Require the rejection of data provided to the central
repository pursuant to paragraph (c) of this section that does not meet
these validation parameters and the re-transmission of corrected data;
and
    (iv) Ensure the accuracy of the consolidation by the plan processor
of the data provided to the central repository pursuant to paragraph
(c) of this section.
    (5) The national market system plan submitted pursuant to this
section shall require the central repository to collect and retain on a
current and continuing basis and in a format compatible with the
information collected pursuant to paragraph (c)(7) of this section;
    (i) The national best bid and national best offer for each NMS
security;
    (ii) Transaction reports reported pursuant to an effective
transaction reporting plan filed with the Commission pursuant to, and
meeting the requirements of, Sec.  242.601; and
    (iii) Last sale reports reported pursuant to the Options Price
Reporting Authority Plan filed with the Commission pursuant to, and
meeting the requirements of, Sec.  242.608.
    (6) The national market system plan submitted pursuant to this
section shall require the central repository to retain the information
collected pursuant to paragraphs (c)(7) and (e)(5) of this section in a
convenient and usable standard electronic data format that is directly
available and searchable electronically without any manual intervention
for a period of not less than five years. The information shall be
available immediately, or if immediate availability cannot reasonably
and practically be achieved, any search query must begin operating on
the data not later than one hour after the search query is made.
    (f) Surveillance. Every national securities exchange and national
securities association subject to this section shall develop and
implement a surveillance system, or enhance existing surveillance
systems, reasonably designed to make use of the consolidated
information contained in the consolidated audit trail.
    (g) Compliance by Members. (1) Each national securities exchange
and national securities association shall file with the Commission
pursuant to section 19(b)(2) of the Act (15 U.S.C. 78s(b)(2)) and Sec.
240.19b-4 on or before [120 days from approval of this rule] a proposed
rule change to require its members to comply with the requirements of
this section and the national market system plan submitted pursuant to
this section and approved by the Commission of which the national
securities exchange or national securities association is a sponsor.
    (2) Each member of a national securities exchange or national
securities association that is a sponsor of the national market system
plan submitted pursuant to this section and approved by the Commission
shall collect and submit to the central repository the information
required by paragraph (c) of this section and shall comply with the
synchronization requirements of paragraph (d) of this section.
    (3) The national market system plan submitted pursuant to this
section shall include a provision that by subscribing to and submitting
the plan to the Commission, each national securities exchange and
national securities association that is a sponsor to the plan agrees to
enforce compliance by its members with the provisions of the plan.
    (4) The national market system plan submitted pursuant to this
section shall include a mechanism to ensure compliance with the
requirements of the plan by the members of a national securities
exchange or national securities association that is a sponsor of the
national market system plan submitted pursuant to this section and
approved by the Commission.
    (h) Compliance by National Securities Exchanges and National
Securities Associations. (1) Each national securities exchange and
national securities association shall comply with the provisions of the
national market system plan submitted pursuant to this section and
approved by the Commission of which it is a sponsor.
    (2) Any failure by a national securities exchange or national
securities association to comply with the provisions of the national
market system plan submitted pursuant to this section and approved by
the Commission of which it is as sponsor shall be considered a
violation of this section.
    (3) The national market system plan submitted pursuant to this
section shall include a mechanism to ensure compliance by the sponsors
of the plan with the requirements of the plan.

    (i) Other Securities and Other Types of Transactions. The national
market system plan submitted pursuant to this section shall include a
provision requiring each national securities exchange and national
securities association to jointly provide to the Commission within two
months after effectiveness of the national market system plan a
document outlining how such exchanges and associations would propose to
incorporate into the consolidated audit trail information with respect
to equity securities that are not NMS securities, debt securities,
primary market transactions in NMS stocks, primary market transactions
in equity securities that are not NMS securities, and primary market
transactions in debt securities, including details for each order and
reportable event that would be required to be provided, which market
participants would be required to provide the data, an implementation
timeline, and a cost estimate.
    (j) Definitions.
    (1) The term customer shall mean:
    (i) The beneficial owner(s) of the account originating the order;
and
    (ii) The person exercising investment discretion for the account
originating the order, if different from the beneficial owner(s);
    (2) The term customer account information shall include, but not be
limited to, account number, account type, customer type, date account
opened, and large trader identifier (if applicable).
    (3) The term material terms of the order shall include, but not be
limited to, the NMS security symbol, security type, price (if
applicable), size (displayed and non-displayed), side (buy/sell), order
type; if a sell order, whether the order is long, short, short exempt;
if a short sale, the locate identifier, open/close indicator, time in
force (if applicable), whether the order is solicited or unsolicited,
whether the account has a prior position in the security; if the order
is for a listed option, option type (put/call), option symbol or root
symbol, underlying symbol, strike price, expiration date, and open/
close, and any special handling instructions.
    (4) The term order shall mean:
    (i) Any order received by a member of a national securities
exchange or national securities association from any person;
    (ii) Any order originated by a member of a national securities
exchange or national securities association; or
    (iii) Any bid or offer.
    (5) The term reportable event shall include, but not be limited to,
the receipt, origination, modification, cancellation, routing, and
execution (in whole or in part).

    Dated: May 26, 2010.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-13129 Filed 6-4-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 82, Number 220 (Thursday, November 16, 2017)]
[Notices]
[Pages 53490-53491]
[FR Doc No: 2017-24796]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #2

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER17-2474-001.
    Applicants: Palmco Power DE, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5139.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2476-001.
    Applicants: Palmco Power DC, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5136.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2477-001.
    Applicants: Palmco Power MD, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5153.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2481-001.
    Applicants: Palmco Power MA, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5147.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2484-001.
    Applicants: Palmco Power CT, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5134.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2485-001.
    Applicants: Palmco Power MI, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5155.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2487-001.
    Applicants: Palmco Power ME, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.

    Filed Date: 11/9/17.
    Accession Number: 20171109-5154.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2488-001.
    Applicants: Palmco Power IL, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5140.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER17-2490-001.
    Applicants: Palmco Power CA, LLC.
    Description: Tariff Amendment: Modify Tariff Language to be
effective 11/13/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5133.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER18-18-000.
    Applicants: Arizona Public Service Company.
    Description: Report Filing: Supplement to Unexecuted NITS and NOA
with Navopache to be effective N/A.
    Filed Date: 11/8/17.
    Accession Number: 20171108-5065.
    Comments Due: 5 p.m. ET 11/29/17.

    Docket Numbers: ER18-277-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Limited Waiver Request of Midcontinent Independent
System Operator, Inc.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5100.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER18-278-000.
    Applicants: Gila River Power LLC.
    Description: Tariff Cancellation: Complete Cancellation of FERC
Electric Tariff to be effective 11/9/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5123.
    Comments Due: 5 p.m. ET 11/30/17.

    Docket Numbers: ER18-279-000.
    Applicants: Niagara Mohawk Power Corporation, New York Independent
System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: Reimbursement Agreement No.
2386 between NMPC and MAIT to be effective 10/11/2017.
    Filed Date: 11/9/17.
    Accession Number: 20171109-5144.
    Comments Due: 5 p.m. ET 11/30/17.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: November 9, 2017.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2017-24796 Filed 11-15-17; 8:45 am]
 BILLING CODE 6717-01-P