Federal Register / Vol. 89, No. 11 / Wednesday, January 17, 2024 / Notices 3003 

71Supra note 59. 72 17 CFR 200.30–3(a)(12). 

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 

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 

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: 

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 

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] 

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 


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3004 Federal Register / Vol. 89, No. 11 / Wednesday, January 17, 2024 / Notices 

1See 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)). 

2See 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)). 

3See 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)). 

4See 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)). 

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 

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 

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_

Mailbox@sec.gov. 

Dated: January 10, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–00702 Filed 1–16–24; 8:45 am] 

BILLING CODE 8011–01–P 


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