Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3959 

18See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

19NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. 

Cir. 2010) (quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74782– 

83 (December 9, 2008) (SR–NYSEArca–2006–21)). 

20 15 U.S.C. 78s(b)(3)(A)(ii). 

21 17 CFR 240.19b–4(f). 22 17 CFR 200.30–3(a)(12). 

of the purposes of the Act. The 

Exchange believes the proposed fee 

change will not impact intramarket 

competition because it will apply to all 

similarly situated market participants 

equally (i.e., all market participants that 

choose to purchase the relevant logical 

ports). 

The Exchange believes the proposed 

fees will not impact intermarket 

competition because they are also in 

line with, or even lower than some fees 

for similar connectivity on other 

exchanges, and therefore may stimulate 

intermarket competition by attracting 

additional firms to connect to the 

Exchange or at least should not deter 

interested participants from connecting 

directly to the Exchange. Further, if the 

changes proposed herein are 

unattractive to market participants, the 

Exchange can, and likely will, see a 

decline in usage of these ports as a 

result. The Exchange operates in a 

highly competitive market in which 

market participants can determine 

whether or not to connect directly to the 

Exchange based on the value received 

compared to the cost of doing so. 

Indeed, market participants have 

numerous alternative venues that they 

may participate on and direct their 

order flow, including 13 (soon to be 14) 

non-Cboe affiliated options markets, as 

well as off-exchange venues, where 

competitive products are available for 

trading. Moreover, the Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 18 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’.19 Accordingly, the 

Exchange does not believe its proposed 

change imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

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 

The foregoing proposed rule change 

has become effective pursuant to section 

19(b)(3)(A)(ii) of the Act 20 and 

paragraph (f) of Rule 19b–4 21

thereunder. At any time within 60 days 

of the filing of the proposed rule change, 

the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

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: 

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– 

CboeEDGX–2024–006 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–CboeEDGX–2024–006. 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–CboeEDGX–2024–006 and should be 

submitted on or before February 12, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01066 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–267, OMB Control No. 

3235–0272] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

11a–2 

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 


ddrumheller on DSK120RN23PROD with NOTICES1
3960 Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 

1Estimates of the number of hours are based on 

conversations with representatives of mutual funds 

that comply with the rule; the actual number of 

hours may vary significantly depending on 

individual fund assets; the hour burden for Rule 

17f–1 does not include preparing the custody 

contract because that would be part of customary 

and usual business practice. 

2Based on a review of Form N–17f–1 filings over 

the last three years the Commission staff estimates 

that an average of 8 funds rely on Rule 17f–1 each 

year. 

3This estimate is based on the following 

calculation: (8 respondents × 3.5 hours = 28 hours); 

the annual burden for Rule 17f–1 does not include 

time spent preparing Form N–17f–1; the burden for 

Form N–17f–1 is included in a separate collection 

of information. 

4This estimate is based on the following 

calculation: (2 hours of outside counsel time × $565 

= $1,130); the staff has estimated the average cost 

of outside counsel at $565 per hour, based on 

information received from funds and their counsel. 

5This estimate is based on information received 

from fund representatives estimating the aggregate 

annual cost of an independent public accountant’s 

periodic verification of assets and preparation of the 

certificate of examination. 

6This estimate is based on the following 

calculation: $1,130 + $10,412 = $11,542. 

7This estimate is based on the following 

calculation: (8 funds × $11,542 = $92,336). 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Rule 11a–2 (17 CFR 270.11a–2) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.) permits certain 

registered insurance company separate 

accounts, subject to certain conditions, 

to make exchange offers without prior 

approval by the Commission of the 

terms of those offers. Rule 11a–2 

requires disclosure, in certain 

registration statements filed pursuant to 

the Securities Act of 1933 (15 U.S.C. 77a 

et seq.) of any administrative fee or sales 

load imposed in connection with an 

exchange offer. 

The Commission staff estimates that 

657 registrants are governed by Rule 

11a–2. Based on this estimate, the total 

annual burden hours associated with 

the rule is estimated to be 657 hours. 

The estimated burden hours associated 

with rule 11a–2 has decreased by 19 

hours from the current allocation of 676 

hours. The decrease is due to a decrease 

in the number of registrants. The 

estimated external cost associated with 

this collection of information continues 

to be $0. The Commission includes the 

estimated burden of complying with the 

information collection required by Rule 

11a–2 in the total number of burden 

hours estimated for completing the 

relevant registration statements and 

reports the burden of Rule 11a–2 in the 

separate Paperwork Reduction Act 

(‘‘PRA’’) submissions for those 

registration statements (see the separate 

PRA submissions for Form N–3 (17 CFR 

274.11b), Form N–4 (17 CFR 274.11c) 

and Form N–6 (17 CFR 274.11d). The 

Commission is requesting a burden of 

one hour for Rule 11a–2 for 

administrative purposes. 

The estimate of average burden hours 

is made solely for the purposes of the 

PRA and is not derived from a 

comprehensive or even a representative 

survey or study of the costs of 

Commission rules or forms. The 

information collection requirements 

imposed by Rule 11a–2 are mandatory. 

Responses to the collection of 

information will not be kept 

confidential. 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 by February 21, 2024 to (i) 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, 

c/o John Pezzullo, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov . 

Dated: January 17, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01102 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–236, OMB Control No. 

3235–0222] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

17f–1 

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 (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Rule 17f–1 (17 CFR 270.17f–1) under 

the Investment Company Act of 1940 

(the ‘‘Act’’) (15 U.S.C. 80a) is entitled: 

‘‘Custody of Securities with Members of 

National Securities Exchanges.’’ Rule 

17f–1 provides that any registered 

management investment company 

(‘‘fund’’) that wishes to place its assets 

in the custody of a national securities 

exchange member may do so only under 

a written contract that must be ratified 

initially and approved annually by a 

majority of the fund’s board of directors. 

The written contract also must contain 

certain specified provisions. In addition, 

the rule requires an independent public 

accountant to examine the fund’s assets 

in the custody of the exchange member 

at least three times during the fund’s 

fiscal year. The rule requires the written 

contract and the certificate of each 

examination to be transmitted to the 

Commission. The purpose of the rule is 

to ensure the safekeeping of fund assets. 

Commission staff estimates that each 

fund makes 1 response and spends an 

average of 3.5 hours annually in 

complying with the rule’s requirements. 

Commission staff estimates that on an 

annual basis it takes: (i) 0.5 hours for the 

board of directors 1 to review and ratify 

the custodial contracts; and (ii) 3 hours 

for the fund’s controller to assist the 

fund’s independent public auditors in 

verifying the fund’s assets. 

Approximately 8 funds rely on the rule 

annually, with a total of 8 responses.2

Thus, the total annual hour burden for 

Rule 17f–1 is approximately 28 hours.3

Funds that rely on Rule 17f–1 

generally use outside counsel to prepare 

the custodial contract for the board’s 

review and to transmit the contract to 

the Commission. Commission staff 

estimates the cost of outside counsel to 

perform these tasks for a fund each year 

is $1,130.4 Funds also must have an 

independent public accountant verify 

the fund’s assets three times each year 

and prepare the certificate of 

examination. Commission staff 

estimates the annual cost for an 

independent public accountant to 

perform this service is $10,412.5

Therefore, the total annual cost burden 

for a fund that relies on Rule 17f–1 

would be approximately $11,542.6 As 

noted above, the staff estimates that 8 

funds rely on Rule 17f–1 each year, for 

an estimated total annualized cost 

burden of $92,336.7

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is not 

derived from a comprehensive or even 


ddrumheller on DSK120RN23PROD with NOTICES1