30 day notice

Federal Register / Vol. 85, No. 76 / Monday, April 20, 2020 / Notices
fee, or other charge imposed by the
Exchange.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 12 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:

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Electronic Comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2020–26 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2020–26. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (http://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
12 15

U.S.C. 78s(b)(2)(B).

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18:34 Apr 17, 2020

filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSE–2020–26, and
should be submitted on or before May
11, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–08209 Filed 4–17–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–312, OMB Control No.
3235–0354]

Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 19b–1

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 350l–3520), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for extension of the
previously approved collection of
information discussed below.
Section 19(b) of the Investment
Company Act of 1940 (the ‘‘Act’’) (15
U.S.C. 80a–19(b)) authorizes the
Commission to regulate registered
investment company (‘‘fund’’)
distributions of long-term capital gains
made more frequently than once every
twelve months. Accordingly, rule 19b–
1 under the Act (17 CFR 270.19b–1)
regulates the frequency of fund
distributions of capital gains. Rule 19b–
1(c) states that the rule does not apply
to a unit investment trust (‘‘UIT’’) if it
is engaged exclusively in the business of
investing in certain eligible securities
(generally, fixed-income securities),
provided that: (i) The capital gains
distribution falls within one of five
13 17

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categories specified in the rule 1 and (ii)
the distribution is accompanied by a
report to the unitholder that clearly
describes the distribution as a capital
gains distribution (the ‘‘notice
requirement’’).2 Rule 19b–1(e) permits a
fund to apply to the Commission for
permission to distribute long-term
capital gains that would otherwise be
prohibited by the rule if the fund did
not foresee the circumstances that
created the need for the distribution.
The application must set forth the
pertinent facts and explain the
circumstances that justify the
distribution.3 An application that meets
those requirements is deemed to be
granted unless the Commission denies
the request within 15 days after the
Commission receives the application.
Commission staff estimates that three
funds will file an application under rule
19b–1(e) each year.4 The staff
understands that if a fund files an
application it generally uses outside
counsel to prepare the application. The
cost burden of using outside counsel is
discussed in Item 13 below. The staff
estimates that, on average, a fund’s
investment adviser would spend
approximately 4 hours to review an
application, including 3.5 hours by an
assistant general counsel at a cost of
$466 per hour and 0.5 hours by an
administrative assistant at a cost of $81
per hour, and the fund’s board of
directors would spend an additional 1
hour at a cost of $4,465 per hour, for a
total of 5 hours.5 Thus, the staff
1 17

CFR 270.19b–1(c)(1).
notice requirement in rule 19b–1(c)(2)
supplements the notice requirement of section 19(a)
[15 U.S.C. 80a-19(a)], which requires any
distribution in the nature of a dividend payment to
be accompanied by a notice disclosing the source
of the distribution.
3 Rule 19b–1(e) also requires that the application
comply with rule 0–2 [17 CFR 270.02] under the
Act, which sets forth the general requirements for
papers and applications filed with the Commission
pursuant to the Act and rules thereunder.
4 This estimate is based on the average number of
applications filed with the Commission pursuant to
rule 19b–1(e) in the prior three-year period.
5 The estimate for assistant general counsels is
from SIFMA’s Management & Professional Earnings
in the Securities Industry 2013, modified by
Commission staff to account for an 1800-hour workyear and inflation and multiplied by 5.35 to account
for bonuses, firm size, employee benefits and
overhead. The estimate for administrative assistants
is from SIFMA’s Office Salaries in the Securities
Industry 2013, modified by Commission staff to
account for an 1800-hour work-year and inflation
and multiplied by 2.93 to account for bonuses, firm
size, employee benefits and overhead. The staff
previously estimated in 2009 that the average cost
of board of director time was $4,000 per hour for
the board as a whole, based on information received
from funds and their counsel. Adjusting for
inflation, the staff estimates that the current average
cost of board of director time is approximately
$4,465.
2 The

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Federal Register / Vol. 85, No. 76 / Monday, April 20, 2020 / Notices

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estimates that the annual hour burden of
the collection of information imposed
by rule 19b–1(e) would be
approximately five hours per fund, at a
cost of $6,136.50.6 Because the staff
estimates that, each year, three funds
will file an application pursuant to rule
19b–1(e), the total burden for the
information collection is 15 hours at a
cost of $18,409.50.7
Commission staff estimates that there
is no hour burden associated with
complying with the collection of
information component of rule 19b–1(c).
As noted above, Commission staff
understands that funds that file an
application under rule 19b–1(e)
generally use outside counsel to prepare
the application.8 The staff estimates
that, on average, outside counsel spends
10 hours preparing a rule 19b–1(e)
application, including eight hours by an
associate and two hours by a partner.
Outside counsel billing arrangements
and rates vary based on numerous
factors, but the staff has estimated the
average cost of outside counsel as $400
per hour, based on information received
from funds, intermediaries, and their
counsel. The staff therefore estimates
that the average cost of outside counsel
preparation of the rule 19b–1(e)
exemptive application is $4,000.9
Because the staff estimates that, each
year, five funds will file an application
pursuant to rule 19b–1(e), the total
annual cost burden imposed by the
exemptive application requirements of
rule 19b–1(e) is estimated to be
$12,000.10
The Commission staff estimates that
there are approximately 2,230 UITs 11
that may rely on rule 19b–1(c) to make
capital gains distributions. The staff
estimates that, on average, these UITs
rely on rule 19b–1(c) once a year to
make a capital gains distribution.12 In
6 This estimate is based on the following
calculations: $1,631 (3.5 hours × $466 = $1,631)
plus $40.5 (0.5 hours × $81 = $40.5) plus $4,465
equals $6,136.50 (cost of one application).
7 This estimate is based on the following
calculation: $6,136.50 (cost of one application)
multiplied by 3 applications = $18,409.50 total cost.
8 This understanding is based on conversations
with representatives from the fund industry.
9 This estimate is based on the following
calculation: 10 hours multiplied by $400 per hour
equals $4,000.
10 This estimate is based on the following
calculation: $4,000 multiplied by 3 funds equals
$12,000.
11 See 2019 Investment Company Fact Book,
Investment Company Institute, available at https://
www.ici.org/pdf/2019_factbook.pdf.
12 The number of times UITs rely on the rule to
make capital gains distributions depends on a wide
range of factors and, thus, can vary greatly across
years and UITs. UITs may distribute capital gains
biannually, annually, quarterly, or at other
intervals. Additionally, a number of UITs are
organized as grantor trusts, and therefore do not

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most cases, the trustee of the UIT is
responsible for preparing and sending
the notices that must accompany a
capital gains distribution under rule
19b–1(c)(2). These notices require
limited preparation, the cost of which
accounts for only a small, indiscrete
portion of the comprehensive fee
charged by the trustee for its services to
the UIT. The staff believes that as a
matter of good business practice, and for
tax preparation reasons, UITs would
collect and distribute the capital gains
information required to be sent to
unitholders under rule 19b–1(c) even in
the absence of the rule. The staff
estimates that the cost of preparing a
notice for a capital gains distribution
under rule 19b–1(c)(2) is approximately
$50. There is no separate cost to mail
the notices because they are mailed with
the capital gains distribution. Thus, the
staff estimates that the capital gains
distribution notice requirement imposes
an annual cost on UITs of
approximately $111,500.13 The staff
therefore estimates that the total cost
imposed by rule 19b–1 is $123,500.14
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission,
c/o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: April 15, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–08340 Filed 4–17–20; 8:45 am]
BILLING CODE 8011–01–P

generally make capital gains distributions under
rule 19b–1(c), or may not rely on rule 19b–1(c) as
they do not meet the rule’s requirements.
13 This estimate is based on the following
calculation: 2,230 UITs multiplied by $50 equals
$111,500.
14 $111,500 (total cost associated with rule 19b–
1(c)) + $12,000 (total cost associated with rule 19b–
1(e)) = $123,500.

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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88632; File No. SR–
CboeBZX–2020–033]

Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating To
Amend its Fee Schedule
April 14, 2020.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 8,
2020, Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
to amend its Fee Schedule. The text of
the proposed rule change is provided in
Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (http://markets.cboe.com/us/
equities/regulation/rule_filings/bzx/), at
the Exchange’s Office of the Secretary,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
1 15
2 17

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U.S.C. 78s(b)(1).
CFR 240.19b–4.

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