Federal Register 30-Day Notice

Federal Register / Vol. 90, No. 231 / Thursday, December 4, 2025 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0279]

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Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 17a–4
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission (SEC or
‘‘Commission’’) is submitting to the
Office of Management and Budget
(‘‘OMB’’) this request for extension of
the proposed collection of information
in Rule 17a–4.
Rule 17a–4 requires exchange
members, brokers, and dealers (‘‘brokerdealers’’) to preserve for prescribed
periods of time certain records required
to be made by Rule 17a–3. In addition,
Rule 17a–4 requires the preservation of
records required to be made by other
Commission rules and other kinds of
records which firms make or receive in
the ordinary course of business. These
include, but are not limited to, bank
statements, cancelled checks, bills
receivable and payable, originals of
communications, and descriptions of
various transactions. Rule 17a–4 also
permits broker-dealers to employ, under
certain conditions, electronic storage
media to maintain records required to
be maintained under Rules 17a–3 and
17a–4.
There are approximately 3,298 active,
registered broker-dealers. The staff
estimates that the average amount of
time necessary to preserve the books
and records as required by Rule 17a–4
is 254 hours per broker-dealer per year.
Additionally, the Commission estimates
that paragraph (b)(11) of Rule 17a–4
imposes an annual burden of 3 hours
per year to maintain the requisite
records. The Commission estimates that
there are approximately 200 internal
broker-dealer systems, resulting in an
annual recordkeeping burden of 600
hours.
The Commission also estimates that
there are approximately 2,424 brokerdealers with retail customers resulting
in an annual ongoing burden of
approximately 3,934,152 to comply with
Rule 17a–4(e)(5). Moreover the
Commission estimates that these brokerdealers will incur 242 hours in annual
burden to comply with Rule 17a–
4(e)(10).

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Therefore, the Commission estimates
that compliance with Rule 17a–4
requires 4,772,698 hours each year
((3,298 broker-dealers × 254 hours) +
(200 broker-dealers × 3 hours) + +
3,934,152 hours + 242 hours)). These
burdens are recordkeeping burdens. The
total burden hour decrease of 4,527,481
hours is due to a decrease in the number
of respondents from 3,508 to 3,298, as
well as the removal of the initial burden
association with the recordkeeping
requirements for broker-dealers with
retail customers.
In addition, the Commission estimates
that the telephonic recording retention
provision of paragraph (b)(4) of Rule
17a–4 imposes an initial burden on
broker-dealer SBSDs and broker-dealer
MSBSPs of 13 hours per firm in the first
year and an ongoing burden of 6 hours
per year (including the first year). The
Commission estimates that there will be
three new broker-dealer SBSDs that
register with the Commission in the
next three years and that there are
currently eight broker-dealer SBSDs
registered with the Commission
resulting in an estimated industry-wide
initial burden of 39 hours 1 in the first
year and an ongoing burden of 48 hours
per year (including the first year).2 Over
a three year period, the total industry
burden is estimated to be 186 hours,3 or
62 hours per year when annualized.4
The Commission estimates that the
provisions of paragraphs (b)(1), and
(b)(8)(v)–(viii) relating to security-based
swap activities and paragraphs
(b)(8)(xvi) and (b)(14) of Rule 17a–4
impose an initial burden of 65 hours per
firm in the first year and an ongoing
burden of 30 hours per year (including
the first year). The Commission
estimates that there will be three new
respondents in the next three years,
resulting in an estimated industry-wide
initial burden of 195 hours 5 in the first
year and an ongoing burden of 240
hours per year (including the first
year).6 Over a three year period, the
total industry burden is estimated to be
9150 hours,7 or 305 hours per year
when annualized.
The Commission estimates that the
provisions of paragraph (b)(1) applicable
to broker-dealer SBSDs and brokerhours × 3 broker-dealer SBSDs = 39 hours.
hours × 8 broker-dealer SBSDs and brokerdealer MSBSPs = 48 hours.
3 (39 hours in first year [initial] + 48 hours in first
year [ongoing]) + 48 hours in second year + 48
hours in third year = 186 hours.
4 186 hours/3 years = 62 hours per year or 7.75
hours per respondent per year.
5 65 hours × 3 respondents = 195 hours.
6 30 hours × 8 respondents = 240 hours.
7 (195 hours in first year + 240 hours in first year)
+ 240 hours in second year + 240 hours in third
year = 915 hours.
1 13
26

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dealer MSBSPs and paragraphs (b)(15)
and (b)(16) of Rule 17a–4 impose an
initial burden of 65 hours per firm in
the first year and an ongoing burden of
30 hours per year (including the first
year). The Commission estimates that
there will be three new respondents
over the next three years, resulting in an
estimated initial industry-wide initial
burden of 185 hours 8 in the first year
and an ongoing burden of 180 hours per
year (including the first year).9 Over a
three year period, the total industry
burden is estimated to be 725 hours,10
or 242 hours per year when
annualized.11
The Commission estimates that
provisions of paragraph (b)(1) of Rule
17a–4 that apply only to broker-dealer
SBSDs imposes an initial burden of 13
hours per firm in the first year and an
ongoing burden of 6 hours per year
(including the first year). The
Commission estimates that there will be
three new broker-dealer SBSDs
registered in the next three years,
resulting in an estimated industry-wide
initial burden of 39 hours 12 in the first
year and an ongoing burden of 48 hours
per year (including the first year).13
Over a three year period, the total
industry burden is estimated to be 418
hours,14 or 62 hours per year when
annualized.15
In 2019, the Commission amended
Rule 17a–4(b)(1), (e)(11), and (e)(12) to
account for the security-based swap risk
mitigation activities of broker-dealers,
including Broker-Dealer SBSDs and
Broker-Dealer MSBSPs (collectively,
‘‘SBS Entities’’), by, among other things,
requiring the preserving of any required
records regarding portfolio
reconciliation (Rule 15Fi–3(a) and (b)),
bilateral offsets (Rule 15Fi–4(a)(1)),
bilateral or multilateral portfolio
compression (Rule 15Fi–4(b) and (c)),
valuation disputes (Rule 15Fi–3(c)), and
written trading relationship
documentation (Rule 15Fi–5). Rule 17–
4 does not require the firm to create
these records or perform the underlying
task required by the Rule. Rather, the
burden to create these records and
8 65 hours × 3 broker-dealer SBSDs and brokerdealer MSBSPs = 185 hours.
9 30 hours × 8 broker-dealer SBSDs and brokerdealer MSBSPs = 180 hours.
10 (185 hours in first year + 180 hours in first
year) + 180 hours in second year + 180 hours in
third year = 725 hours.
11 725 hours/3 years = 241.67 hours per year or
30.21 hours per respondent per year.
12 13 hours × 3 broker-dealer SBSDs = 39 hours.
13 6 hours × 8 broker-dealer SBSDs = 48 hours.
14 (39 hours in first year + 48 hours in first year)
+ 48 hours in second year + 48 hours in third year
= 186 hours.
15 186 hours/3 years = 62 hours per year or 7.75
hours per respondent per year.

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Federal Register / Vol. 90, No. 231 / Thursday, December 4, 2025 / Notices

khammond on DSK9W7S144PROD with NOTICES

perform the underlying task is
accounted for in Rule 15Fi–3—15Fi–5.16
Accordingly, the burdens imposed by
the requirements in 17a–4 are to ensure
these records related to risk mitigation
are preserved for the requisite time
period and produced when requested.
The Commission estimates that these
recordkeeping requirements impose an
initial burden of 60 hours per firm for
updating the applicable policies and
systems required to account for
capturing the additional records made
pursuant to Rule 15Fi–3 through 15Fi–
5, and an ongoing annual burden of 75
hours per firm for maintaining such
records as well as to make additional
updates to the applicable recordkeeping
policies and systems to account for the
new rules. The Commission estimates
that there three new SBS Entity
respondents in the next three years, for
a total average initial annual burden for
all respondents of 180 hours 17 and a
total ongoing average annual burden of
225 hours,18 for a total annual burden
of 285 hours.19
In 2022, the Commission amendments
to Rule 17a–4(f) that added an audittrail alternative to the current brokerdealer recordkeeping requirement.20
The Commission also amended both of
these paragraphs to require the brokerdealer to have a backup set of records
or the redundant equivalency when
records are preserved on an electronic
recordkeeping system.21 The
amendments to Rule 17a–4(f) also
replaced the third-party access and
undertakings requirements with a
requirement that either a designated
executive officer or a third party have
the access and provide the necessary
undertakings.22 The amendments to
Rule 17a–4(f) eliminated a requirement
that the broker-dealer notify its DEA
before employing an electronic
recordkeeping system.23 The
amendments to Rule 17a–4(j) also
16 See Risk Mitigation Adopting Release, 85 FR at
6389.
17 One-time initial reporting burden for 3 SBS
Entities (60 hour × 3 SBS Entities) = 180 hours.
18 75 hour × 3 SBS Entities = 225 hours.
19 (180 hours in first year + 225 hours in first
year) + 225 hours in second year + 225 hours in
third year/3 = 285 hours
20 See section II.D. of the Electronic
Recordkeeping Requirements for Broker-Dealers,
Security-Based Swap Dealers, and Major SecurityBased Swap Participants, Exchange Act Release No.
34–96034 (Oct. 12, 2022), 87 FR 66412 (Nov. 3,
2022) (‘‘2022 Electronic Recordkeeping Adopting
Release) (discussing this amendment).
21 See section II.E. of the 2022 Electronic
Recordkeeping Adopting Release (discussing this
amendment).
22 Id.
23 See section II.C. of the 2022 Electronic
Recordkeeping Adopting Release (discussing this
amendment).

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required a broker-dealer to furnish a
record and its audit trail (if applicable)
preserved on an electronic
recordkeeping system pursuant to Rules
17a–4(f), respectively, in a reasonably
usable electronic format, if requested by
a representative of the Commission.24
The amendments to Rule 17a–4(i)
provided an alternative undertaking for
certain third-party electronic
recordkeeping service providers, in
particular cloud service providers.25
The Commission estimates that 100
firms will register as broker-dealers over
the next three years. The Commission
estimates that replacing the third-party
access and undertakings requirements
with a requirement that either a
designated executive officer or a third
party have the access and provide the
necessary undertakings will result in a
one-time burden for those firms of 100
hours,26 or 33.33 hours when
annualized. In addition, the
Commission estimates that the
alternative electronic recordkeeper
undertaking will result in a one-time
initial burden of 1 hour per the
estimated 5 affected broker-dealers, for
a total of 5 hours,27 or 1.67 hours when
annualized. Finally, the Commission
estimates that the need for the one cloud
service providers to review and execute
the Alternative Undertaking will result
in a one-time initial burden of 100 hours
per provider, for a total of 100 hours,28
or 33.33 hours when annualized.
The Commission believes that
requirements resulting from Rule 17a–4
are performed by individuals in a
broker-dealer’s compliance department.
A Compliance Clerk earns an average of
$78 per hour,29 resulting in a total
internal cost of compliance of
approximately [$699] million
[(9,983,015 hours × $ 78)].
Based on conversations with members
of the securities industry and the
Commission’s experience in the area,
the staff estimates that the average
broker-dealer spends approximately
24 See section II.H. of the 2022 Electronic
Recordkeeping Adopting Release (discussing this
amendment).
25 See section II.G. of the 2022 Electronic
Recordkeeping Adopting Release (discussing this
amendment).
26 One-time initial reporting burden for 100
broker-dealers (1 hour × 100 broker-dealers) = 100
hours.
27 One-time initial recordkeeping burden for 5
broker-dealers (1 hour × 5 broker-dealers) = 5 hours.
28 One-time initial reporting burden for five cloud
service providers: (100 hours × one cloud service
provider) = 100 hours.
29 This figure is based on SIFMA’s Office Salaries
in the Securities Industry 2013, modified by
Commission staff to account for inflation and an
1,800-hour work-year multiplied by 2.93 to account
for bonuses, firm size, employee benefits, and
overhead.

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$5,000 each year to store documents
required to be retained under Rule 17a–
4. Costs include the cost of physical
space, computer hardware and software,
etc., which vary widely depending on
the size of the broker-dealer and the
type of storage media employed. The
Commission estimates that the annual
reporting and recordkeeping cost
burden is $16,490,000. This cost is
calculated by the number of active,
registered broker-dealers multiplied by
the reporting and recordkeeping cost for
each respondent (3,298 registered
broker-dealers × $5,000).
The Commission estimates that each
applicable firm incurs an ongoing
annual cost of approximately $2,000 per
firm for server, equipment, and systems
development costs associated with the
telephonic recording retention
requirement, which applicable to
broker-dealer SBSDs and broker-dealer
MSBSPs. The Commission estimates
that there are 8 respondents, resulting in
an estimated industry-wide ongoing
annual cost of $16,000 for compliance
with the telephonic recording retention
provision of Rule 17a–4(b)(4).
The Commission estimates that
provisions of paragraphs (b)(1),
(b)(8)(v)–(viii) relating to security-based
swap activities and paragraphs
(b)(8)(xvi) and (b)(14) of Rule 17a–4
impose an ongoing annual cost of
approximately $600 per firm. The
Commission estimates that there are 33
respondents, resulting in an estimated
industry-wide ongoing annual cost of
$19,800.
The Commission estimates that the
provisions of paragraph (b)(1) applicable
to broker-dealer SBSDs and brokerdealer MSBSPs and paragraphs (b)(15)
and (b)(16) of Rule 17a–4 impose
ongoing annual cost of approximately
$600 per firm. The Commission
estimates that there are 8 respondents,
resulting in an estimated industry-wide
ongoing annual cost of $4,800.
The Commission estimates that the
provisions of paragraph (b)(1) of Rule
17a–4 that apply only to broker-dealer
SBSDs imposes an additional ongoing
annual cost of approximately $120 per
firm to broker-dealer SBSDs. The
Commission estimates that there are 8
broker-dealer SBSDs, resulting in an
estimated industry-wide ongoing annual
cost of $960.
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 OMB
Control Number.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202509-3235-010

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Federal Register / Vol. 90, No. 231 / Thursday, December 4, 2025 / Notices
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
January 5, 2026.
Dated: December 2, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–21924 Filed 12–3–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–104278; File No. SR–
CboeBZX–2025–146]

Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Amend the
Fees Applicable to Securities Listed on
the Exchange Set Forth in BZX Rule
14.13
December 1, 2025.

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 November
19, 2025, 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.

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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe BZX Exchange, Inc. (‘‘BZX’’ or
the ‘‘Exchange’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’ or ‘‘SEC’’) a proposed
rule change to amend the fees
applicable to securities listed on the
Exchange, which are set forth in BZX
Rule 14.13, Company Listing Fees, to
expand the category of GenericallyListed ETPs to include CommodityBased Trust Shares that meet the generic
listing requirements under Rule
14.11(e)(4) and do not require an
Exchange Rule Filing. The text of the
proposed rule change is provided in
Exhibit 5. The text of the proposed rule
change is also available on the
Commission’s website (https://
www.sec.gov/rules/sro.shtml), the
Exchange’s website (https://
www.cboe.com/us/equities/regulation/
1 15
2 17

U.S.C. 78s(b)(1).
CFR 240.19b–4.

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rule_filings/bzx/), and at the principal
office of the Exchange.
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.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On June 21, 2018,3 the Exchange
amended Rule 14.13 in order to charge
an entry fee for exchange-traded
products (‘‘ETPs’’) that are not
‘‘Generically-Listed ETPs.’’ 4 Now, the
Exchange proposes to amend its listing
fees to expand the definition of
Generically-Listed ETPs to include
certain Commodity-Based Trust Shares
that meet the generic listing standards
set forth in Exchange Rule 14.11(e)(4)
and do not require an exchange rule
filing pursuant to Section 19(b) of the
Exchange Act (‘‘Exchange Rule Filing’’).
On September 17, 2025, the
Commission approved the Exchange’s
proposed rule change to establish
comprehensive generic listing standards
for Commodity-Based Trust Shares
under Rule 14.11(e)(4).5 This approval
formalized the criteria under which
Commodity-Based Trust Shares may be
listed pursuant to Rule 19b–4(e) without
requiring an individualized Exchange
Rule Filing under Section 19(b) of the
Exchange Act. With these generic listing
standards now in effect, the Exchange
proposes to align its fee structure in
3 See Securities Exchange Act No. 83597 (July 5,
2018) 83 FR 32164 (July 11, 2018) (SR–CboeBZX–
2018–046).
4 ‘‘Generically-Listed ETPs’’ refers to Index Fund
Shares, Portfolio Depositary Receipts, Managed
Fund Shares, Linked Securities, Currency Trust
Shares, and Exchange-Traded Fund Shares that are
listed on the Exchange pursuant to Rule 19b–4(e)
under the Exchange Act and for which a proposed
rule change pursuant to Section 19(b) of the
Exchange Act is not required to be filed with the
Commission. See Exchange Rule 14.13(b)(1)(C)(i).
5 See Securities Exchange Act Release No. 103995
(September 17, 2025), 90 FR 45414 (SR–CboeBZX–
2025–104) (Order Granting Accelerated Approval of
Proposed Rule Changes, as Modified by
Amendments Thereto, To Adopt Generic Listing
Standards for Commodity-Based Trust Shares).

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Rule 14.13 to reflect this regulatory
framework by including qualifying
Commodity-Based Trust Shares within
the definition of ‘‘Generically-Listed
ETPs’’ that are exempt from the $10,000
entry fee. This fee change recognizes
that Commodity-Based Trust Shares
meeting the Commission-approved
generic listing standards do not present
novel regulatory issues requiring an
Exchange Rule Filing and therefore
should receive the same streamlined fee
treatment as other generically-listed
products.
Currently, Exchange Rule
14.13(b)(1)(B)(v)(a) provides that a
Company that submits an application to
list any ETP shall be required to pay an
entry fee to the Exchange as follows:
All ETPs, with the exception of Index Fund
Shares, Portfolio Depositary Receipts,
Managed Fund Shares, Linked Securities,
Currency Trust Shares, and Exchange-Traded
Fund Shares that are listed on the Exchange
pursuant to Rule 19b–4(e) under the
Exchange Act and for which an Exchange
Rule Filing is not required to be filed with
the Commission (collectively, ‘‘GenericallyListed ETPs’’), shall pay an entry fee of
$10,000 per ETP . . .

As such, Commodity-Based Trust
Shares currently are subject to the
$10,000 entry fee per ETP. The
Exchange now proposes to amend
Exchange Rule 14.13(b)(1)(B)(v)(a) to
expand the category of GenericallyListed ETPs to include CommodityBased Trust Shares that meet generic
listing criteria of Rule 14.11(e)(4) and
thus do not require an Exchange Rule
Filing. As a result, Commodity-Based
Trust Shares that meet generic listing
criteria of Rule 14.11(e)(4) would be
exempt from the $10,000 entry fee.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the Act
and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.6 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 7 requirements that the rules of
an exchange be designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
6 15
7 15

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U.S.C. 78f(b).
U.S.C. 78f(b)(5).

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