SEC Adopts Revised CAT Funding Model

News September 06, 2023 at 01:51 PM
Share & Print

The Securities and Exchange Commission on Wednesday approved an amendment to the National Market System Plan governing the Consolidated Audit Trail, or CAT, to adopt a revised funding model, called the Executed Share Model.

Industry groups blasted the plan, calling it unfair to broker-dealers.

The SEC's plan also establishes a schedule for CAT fees for the self-regulatory organizations that participate in the CAT NMS Plan in accordance with the new model.

"Prior to CAT's creation, regulators lacked a consolidated view of the material information of all orders in NMS securities to trace orders from originations, modifications, cancellations, routings, and executions," SEC Chairman Gary Gensler said Wednesday in a statement.

"Today's amendments modify the method by which allowable costs associated with building and operating the CAT are allocated," Gensler said.

He added that he supports the SEC staff recommendation "that the self-regulatory organizations' NMS Plan amendments be approved as I believe they satisfy the requirements under the Exchange Act and the Commission's Rule 608."

The approved amendment, according to the SEC, "establishes a framework that plan participants will use to recover the costs to create, develop and maintain the CAT, including the method for allocating CAT costs among participants and the members of a national securities exchange or a member of a national securities association."

Once the Executed Share Model has been approved, the participants will submit filings pursuant to Section 19(b) of the Securities and Exchange Act of 1934 to impose fees on the industry members, the SEC said.

"Details of the fees, including the budgeted prospective CAT costs and certain of the costs previously covered entirely by the participants prior to the approval of a funding model, will be provided in those Section 19(b) filings submitted by the participants, the SEC said.

The order approving the amendment will be published in the Federal Register. The amendment became effective upon the commission's approval.

CAT is the SEC-mandated central repository of trades, quotes and orders for all U.S. exchange-listed and over-the-counter equity securities and U.S. exchange-listed options contracts across all U.S. markets and trading venues.

As of March 17, investors' personal identifiable information, or PII, became available via the CAT.

FINRA 'Disappointed'

The Financial Industry Regulatory Authority said Wednesday in a statement that it "has not been supportive of the proposed CAT funding model. FINRA is disappointed by the SEC's approval of the proposal, which does not appear to reflect FINRA's comments on the equitable allocation of CAT fees."

As FINRA explained, under the fee proposal, "FINRA—a not-for-profit national securities association—would be assessed an estimated 34% of the total CAT costs to be borne among the 25 Plan Participants (based on 2021 data), even though FINRA is the only Participant that does not operate a market."

Further, the SEC's plan would "concentrate a substantial share of the self-regulatory organization responsibility for funding CAT on FINRA—more than double that of the next highest participant and $4 million more than all option exchanges combined."

The proposal also "fails to adequately analyze and provide justification for the funding model's impact on market participants, including FINRA members and investors," FINRA states. "Instead, the proposal states that industry members may pass their costs to investors, without a detailed description of and transparency into how these fees would be determined or passed on to investors."

Trade Groups Weigh In

The Securities Industry and Financial Markets Association said in a statement after the vote that the group "plans to carefully review the Commission's approval order for the funding model."

As noted in comment letters, SIFMA said that it "finds the CAT funding model created and designed by the SROs to be deeply flawed."

The funding model "provides for inequitable allocation of CAT costs between industry member broker-dealers and the SROs. Taking into account industry member funding of FINRA, the model assigns over 80% of CAT costs to industry member broker-dealers," SIFMA opined.

"While industry members recognize and accept that they will be responsible for a portion of the costs of the CAT, this allocation of fees is unfair and does not meet the standards under the Securities Exchange Act of 1934 governing SRO fees," SIFMA said.

SIFMA also said that the group "strongly disagree[s] with the SROs determination of which industry member broker-dealer will be assessed CAT fees. We believe the most reasonable way to allocate CAT costs among industry members is to make the industry member that originated the ultimately executed order the one responsible for CAT fees."

Chris Iacovella, president and CEO of the American Securities Association, added in another statement that the adoption of the proposed CAT Executed Share Model "is neither equitable, nor reasonable. The CAT funding model is a prime example of an agency adopting a rule it couldn't pay for and then illegally appropriating the funds of market participants to fund it."

ASA, Iacovella said, "strongly object[s] to the SEC imposing a tax on American investors to fund the CAT. ASA also remains vehemently opposed to the CAT's unconstitutional collection of investor's personal and financial information and we urge every American to question this unprecedented intrusion into their private lives."

NOT FOR REPRINT

© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.

Related Stories

Resource Center