Federal Register / Vol. 89, No. 11 / Wednesday, January 17, 2024 / Notices

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consistent with the Exchange’s proposal
to expand the Program to securities
priced below $1.00. The proposed
changes to Rule 11.24(a)(2) are intended
to: (i) clarify that a Retail Order must be
submitted with a time-in-force of IOC;
and (ii) introduce the ability for Users
to submit Retail Orders as Mid-Point
Peg Orders, both of which changes serve
to provide additional guidance to Users
of Retail Orders about the order
modifiers permitted by the Exchange.
The Exchange believes these changes
are ministerial in nature and serve to
ensure that Rule 11.24 is properly
describing order behavior after the
proposed introduction of the Enhanced
RPI Order and proposed expansion of
the Program to securities priced below
$1.00.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange believes that the proposal
does not impose any burden on
intramarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. Rather, the
proposed rule change is designed to
increase intramarket competition for
retail order flow by introducing a new
order type that is designed to provide
price improvement to Retail Orders in
exchange for price priority over resting
orders on the same side of the BYX
Book. The proposal, which seeks to
provide an innovative form of price
improvement to Retail Orders through
the creation of the Enhanced RPI Order,
represents an effort by the Exchange to
encourage on-exchange liquidity an
incentivize the trading of Retail Orders
on a national securities exchange.
The Exchange also believes the
proposed rule change does not impose
any burden on intermarket competition
that is not necessary or appropriate in
furtherance of the Act. As discussed
above, IEX, NYSE, NYSE Arca, and
Nasdaq BX each operate RLPs and the
Exchange believes that its proposed rule
change will allow it to compete for
additional retail order flow with the
aforementioned exchanges.71
Furthermore, the Exchange’s proposal
will promote competition between the
Exchange and off-exchange trading
venues where the majority of retail
order flow trades today. The proposed
Enhanced RPI Order is designed to
foster innovation within the market and
increase the quality of the national
71 Supra

note 59.

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market system by allowing national
securities exchanges to compete both
with each other and with off-exchange
venues for order flow. Expanding the
program to include securities priced
below $1.00 similarly would not impose
any burden on intermarket competition
that is not necessary or appropriate in
furtherance of the Act. The Exchange’s
proposal is designed to increase
competition for trading in all securities,
including but not limited to securities
priced below $1.00. Given the growth of
trading in sub-dollar securities since
2020, the Exchange believes that
expanding the Program to include subdollar securities will make the Program
an attractive option for retail investors
seeking to trade in lower-priced
securities, and as such is a competitive
measure designed to compete directly
with other exchanges for order flow.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the Exchange consents, the Commission
will:
A. by order approve or disapprove
such proposed rule change, or
B. institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments

Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
CboeBYX–2023–020 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange

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Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to file
number SR–CboeBYX–2023–020. 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 (https://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
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection.
All submissions should refer to file
number SR–CboeBYX–2023–020 and
should be submitted on or before
February 7, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.72
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–00712 Filed 1–16–24; 8:45 am]

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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BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–667, OMB Control No.
3235–0745]

Proposed Collection; Comment
Request; Extension: Rule 18a–5
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
72 17

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CFR 200.30–3(a)(12).

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Federal Register / Vol. 89, No. 11 / Wednesday, January 17, 2024 / Notices

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 18a–5, under the
Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.). The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget (‘‘OMB’’) for
extension and approval.
Rule 18a–5 enumerates the
recordkeeping and reporting
requirements for security-based swap
dealers (‘‘SBSDs’’) and major securitybased swap participants (‘‘MSBSPs’’).
More specifically, Rule 18a–5
establishes recordkeeping requirements
applicable to stand-alone SBSDs, standalone MSBSPs, bank SBSDs, and bank
MSBSPs. Rule 18a–5 was modeled on
Rule 17a–3 under the Exchange Act,
which applies to broker-dealers, but
Rule 18a–5 does not include a parallel
requirement for every requirement in
Rule 17a–3 because some of the
requirements in Rule 17a–3 relate to
activities that are not expected or
permitted of SBSDs and MSBSPs. The
collections of information under Rule
18a–5 include the following types of
records that are required to be created:
trade blotters, general ledger, ledgers for
customers and non-customer accounts,
stock record, memoranda of brokerage
orders, memoranda of proprietary
orders, confirmations, accountholder
information, options positions, trial
balances and computation of net capital,
associated person’s employment
application, account equity and margin
calculations under Rule 18a–3,
possession or control requirements for
security-based swap customers,
customer reserve requirements for
security-based swap customers,
unverified transactions, political
contributions, and compliance with
business conduct requirements. The
purpose of requiring stand-alone SBSDs,
stand-alone MSBSPs, bank SBSDs, and
bank MSBSPs to create the records
specified in Rule 18a–5 is to enhance
regulators’ ability to protect investors.
These records and the information
contained therein are used by examiners
and other representatives of the
Commission to determine whether
stand-alone SBSDs, stand-alone
MSBSPs, bank SBSDs, and bank
MSBSPs are in compliance with the
Commission’s anti-fraud and antimanipulation rules, financial
responsibility program, and other laws,
rules, and regulations.
Not all types of records enumerated in
Rule 18a–5 are required to be made by

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each of the entities to which Rule 18a–
5 applies. For example, Rule 18a–5
requires thirteen types of records to be
made and kept current by stand-alone
SBSDs and stand-alone MSBSPs.1 Rule
18a–5 also requires three types of
records to be made and kept current by
stand-alone SBSDs.2 Rule 18a–5
requires 10 types of records to be made
and kept current by bank SBSDs and
bank MSBSPs, all of which are limited
to the firm’s business as an SBSD or
MSBSP.3 Further, Rule 18a–5 includes
paragraphs (b)(9), (b)(10), and (b)(12)
which requires bank SBSDs to make and
keep current various records for
security-based swaps.4
As of November 30, 2023, there are 11
stand-alone SBSDs, zero stand-alone
MSBSPs, 29 bank SBSDs, and zero bank
MSBSPs registered with the
Commission. The Commission estimates
that each recordkeeping provision of
Rule 18a–5 imposes on each firm that is
subject to the provision an initial
burden and an ongoing annual burden.
The total initial industry hour burden
attributable to Rule 18a–5 is estimated
to be 11,060 hours in the first year and
the total industry ongoing hour burden
attributable to Rule 18a–5 is estimated
to be 13,825 hours per year (including
the first year). Over a three-year period,
the total estimated industry burden is
estimated to be 52,535 hours, or about
17,511 hours per year when annualized.
These burdens are recordkeeping
burdens.
In addition, the Commission estimates
that Rule 18a–5 causes a stand-alone
SBSD or stand-alone MSBSP to incur an
1 See Rule 18a–5 (paragraph (a)(1) (trade blotters);
paragraph (a)(2) (general ledgers); paragraph (a)(3)
(ledgers of customer and non-customer accounts);
paragraph (a)(4) (stock record); paragraph (a)(5)
(memoranda of proprietary orders); paragraph (a)(6)
(confirmations); paragraph (a)(7) (accountholder
information); paragraph (a)(8) (options positions);
paragraph (a)(9) (trial balances and computation of
net capital); paragraph (a)(10) (associated person’s
application); paragraph (a)(12) (Rule 18a–3
calculations); paragraph (a)(15) (unverified
transactions); paragraph (a)(17) (compliance with
business conduct standards)).
2 See Rule 18a–5 (paragraph (a)(13) (compliance
with Rule 18a–4 possession or control
requirements); paragraph (a)(14) (Rule 18a–4
reserve account computations); and paragraph
(a)(16) (political contributions)).
3 See Rule 18a–5 (paragraph (b)(1) (trade blotters);
paragraph (b)(2) (general ledgers); paragraph (b)(3)
(stock record); paragraph (b)(4) (memoranda of
brokerage orders); paragraph (b)(5) (memoranda of
proprietary orders); paragraph (b)(6)
(confirmations); paragraph (b)(7) accountholder
information); paragraph (b)(8) (associated person’s
application); paragraph (b)(11) (unverified
transactions); and paragraph (b)(13) (compliance
with business conduct requirements)).
4 See Rule 18a–5 (paragraph (b)(9) (possession or
control requirements under Rule 18a–4); paragraph
(b)(10) (customer reserve requirements under Rule
18a–4); and paragraph (b)(12) (political
contributions)).

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initial dollar cost of approximately
$1,000 to purchase recordkeeping
system software and an ongoing dollar
cost of $4,650 per year to provide
adequate physical space and computer
hardware and software for storage. As of
November 30, 2023, there are 11
respondents (11 stand-alone SBSDs and
zero stand-alone MSBSPs), resulting in
an estimated industry-wide initial
burden of $11,000 and an industry-wide
ongoing burden of $51,150 per year.
Over a three-year period, the total
estimated industry burden would be
$164,450, or about $54,817 per year
when annualized.
Written comments are invited on: (a)
whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information collected; and (d)
ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted by
March 18, 2024.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
[email protected].
Dated: January 10, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–00702 Filed 1–16–24; 8:45 am]
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