Federal Register / Vol. 89, No. 17 / Thursday, January 25, 2024 / Notices 5033 

29 17 CFR 200.30–3(a)(12). 1 44 U.S.C. 3501 et seq. 

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–NYSEARCA–2024–06 and should be 

submitted on or before February 15, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01391 Filed 1–24–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–385, OMB Control No. 

3235–0441] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

18f–3 

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.) (‘‘Paperwork 

Reduction Act’’), the Securities and 

Exchange Commission (‘‘the 

Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information discussed below. 

Rule 18f–3 (17 CFR 270.18f–3) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.) exempts from 

section 18(f)(1) and 18 (f)(i) a fund that 

issues multiple classes of shares 

representing interests in the same 

portfolio of securities (a ‘‘multiple class 

fund’’) if the fund satisfies the 

conditions of the rule. In general, each 

class must differ in its arrangement for 

shareholder services or distribution or 

both, must pay the related expenses of 

that different arrangement, and must 

satisfy certain voting rights provisions. 

The rule includes one requirement for 

the collection of information. A 

multiple class fund must prepare, and 

fund directors must approve, a written 

plan setting forth the separate 

arrangement and expense allocation of 

each class, and any related conversion 

features or exchange privileges (‘‘rule 

18f–3 plan’’). Approval of the plan must 

occur before the fund issues any shares 

of multiple classes and whenever the 

fund materially amends the plan. In 

approving the plan, the fund board, 

including a majority of the independent 

directors, must determine that the plan 

is in the best interests of each class and 

the fund as a whole. 

The requirement that the fund prepare 

and directors approve a written rule 

18f–3 plan is intended to ensure that the 

fund compiles information relevant to 

the fairness of the separate arrangement 

and expense allocation for each class, 

and that directors review and approve 

the information. Without a blueprint 

that highlights material differences 

among classes, directors might not 

perceive potential conflicts of interests 

when they determine whether the plan 

is in the best interests of each class and 

the fund. In addition, the plan may be 

useful to Commission staff in reviewing 

the fund’s compliance with the rule. 

The following estimates of average 

burden hours are made solely for 

purposes of the Paperwork Reduction 

Act of 1995 1 and are not derived from 

a comprehensive or even representative 

survey or study of the cost of 

Commission rules and forms. 

Compliance with the information 

collection requirements of rule 18f–3 is 

necessary to obtain the benefit of the 

rule’s exemption. The collection of 

information under rule 18f–3 is 

mandatory. Responses to the collection 

of information requirements will not be 

kept confidential. 

TABLE 1—RULE 18f–3 PRA ESTIMATES

Internal annual 

burden Wage rate 1 Internal time costs 

ESTIMATES FOR RULE 18F–3 

Prepare and approve a written 18f–3 plan 2 ... 6 hours 3.

Average number of responses annually per 

registrant.

0.5 responses 3.

Total number of hours per registrant per 

year 4.

3 hours 3 .................. $484 (in-house attorney). $4,770 (fund board 

of directors) 6

$936,056 (in-house attorney). $4,612,590 

(board of directors) 7. 

Total number of registrants ............................. 967 4.

Total annual hour burden ......................... 2,901 hours 5 ........... .......................................................................... $5,548,646 8. 

Notes: 

1. The Commission’s estimates of the relevant wage rates are based on salary information for the securities industry compiled by the Securities Industry and Financial Markets Association’s Office Salaries in the Securities Industry 2013; the estimated figures are modified by firm size, employee benefits, overhead, and adjusted 

to account for the effects of inflation; see Securities Industry and Financial Markets Association, Report on Management & Professional Earnings in the Securities Industry 2013. 

2. The Commission estimates that each registrant prepares and approves a rule 18f–3 plan every two years when issuing a new fund or class or amending a plan 

(or that 484 of all 967 registrants prepare and approve a plan each year). 

3. This estimate assumes that each response will take 6 hours, requiring 3 hours per registrant per year (0.5 responses per registrant × 6 hours per response = 3 

hours per registrant). 

4. The Commission estimates that there are approximately 6,733 multiple class funds offered by 967 registrants. 

5. 967 registrants × 3 hours = 2,901 hours. 

6. The estimate for the cost of board time is derived from estimates made by the staff regarding typical board size and compensation that is based on information 

received from fund representatives and publicly available sources; the $4,770 per hour estimate for a fund board of directors was last adjusted for inflation through 

2019,and assumes an average of 9 board members per board. 


khammond on DSKJM1Z7X2PROD with NOTICES
5034 Federal Register / Vol. 89, No. 17 / Thursday, January 25, 2024 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 43873 

(January 23, 2001), 66 FR 8131 (January 29, 2001) 

(Order Approving File No. SR–NASD–99–65). 

4 ‘‘TRACE-Eligible Security’’ means a debt 

security that is United States (U.S.) dollardenominated and is: (1) issued by a U.S. or foreign 

private issuer, and, if a ‘‘restricted security’’ as 

defined in Securities Act Rule 144(a)(3), sold 

pursuant to Securities Act Rule 144A; (2) issued or 

guaranteed by an Agency as defined in paragraph 

(k) or a Government-Sponsored Enterprise as 

defined in paragraph (n); (3) a U.S. Treasury 

Security as defined in paragraph (p); or (4) a 

Foreign Sovereign Debt Security as defined in 

paragraph (kk). ‘‘TRACE-Eligible Security’’ does not 

include a debt security that is a Money Market 

Instrument as defined in paragraph (o). See Rule 

6710(a). 

5A ‘‘List or Fixed Offering Price Transaction,’’ as 

defined in Rule 6710(q), and a ‘‘Takedown 

Transaction,’’ as defined in Rule 6710(r) are 

required to be reported to TRACE by the next 

business day (T+1). See Rule 6730(a)(2). 

6 ‘‘Agency Debt Security’’ means a debt security 

(i) issued or guaranteed by an Agency as defined in 

paragraph (k); (ii) issued or guaranteed by a 

Government-Sponsored Enterprise as defined in 

paragraph (n); or (iii) issued by a trust or other 

entity that was established or sponsored by a 

Government-Sponsored Enterprise for the purpose 

of issuing debt securities, where such enterprise 

provides collateral to the trust or other entity or 

retains a material net economic interest in the 

reference tranches associated with the securities 

issued by the trust or other entity. The term 

excludes a U.S. Treasury Security as defined in 

paragraph (p) and a Securitized Product as defined 

in paragraph (m), where an Agency or a 

Government-Sponsored Enterprise is the Securitizer 

as defined in paragraph (s) (or similar person), or 

the guarantor of the Securitized Product. See Rule 

6710(l). 

7 ‘‘Asset-Backed Security’’ means a type of 

Securitized Product where the Asset-Backed 

Security is collateralized by any type of financial 

asset, such as a consumer or student loan, a lease, 

or a secured or unsecured receivable, and excludes: 

(i) a Securitized Product that is backed by 

residential or commercial mortgage loans, mortgagebacked securities, or other financial assets 

derivative of mortgage-backed securities; (ii) an 

SBA-Backed ABS as defined in paragraph (bb) 

traded To Be Announced as defined in paragraph 

(u) or in a Specified Pool Transaction as defined in 

paragraph (x); and (iii) a collateralized debt 

obligation. See Rule 6710(cc). 

8 ‘‘Agency Pass-Through Mortgage-Backed 

Security’’ means a type of Securitized Product 

issued in conformity with a program of an Agency 

as defined in paragraph (k) or a GovernmentSponsored Enterprise (GSE) as defined in paragraph 

(n), for which the timely payment of principal and 

interest is guaranteed by the Agency or GSE, 

representing ownership interest in a pool (or pools) 

of mortgage loans structured to ‘‘pass through’’ the 

principal and interest payments to the holders of 

the security on a pro rata basis. See Rule 6710(v). 

‘‘To Be Announced’’ (TBA) means a transaction in 

7. This estimate assumes that two-thirds (1,934) of the internal hours are spent by in-house attorneys to prepare the plan (1,934 hours × $484 estimated hourly 

rate = $936,056 per year) and that one-third (967) are spent by the fund’s board of directors to approve the plan (967 hours × $4,770 per hour = $4,612,590). 

8. $936,056 + $4,612,590 = $5,548,646. 

The information provided under rule 

18f–3 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 OMB 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 26, 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 22, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01437 Filed 1–24–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99404; File No. SR–FINRA– 

2024–004] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of a 

Proposed Rule Change To Amend 

FINRA Rule 6730 (Transaction 

Reporting) To Reduce the 15-Minute 

TRACE Reporting Timeframe to One 

Minute 

January 19, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

11, 2024, the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by FINRA. 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 

FINRA is proposing to amend FINRA 

Rule 6730 to reduce the 15-minute 

TRACE reporting timeframe to one 

minute, with exceptions for member 

firms with de minimis reporting activity 

and for manual trades. 

The text of the proposed rule change 

is available on FINRA’s website at 

http://www.finra.org, at the principal 

office of FINRA 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, 

FINRA 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. FINRA 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 

(i) Background 

FINRA has collected and 

disseminated transaction information in 

fixed income securities through TRACE 

since 2002.3 Since the implementation 

of TRACE, the fixed income markets 

have changed dramatically, including a 

significant increase in the use of 

electronic trading platforms or other 

electronic communication protocols to 

facilitate the execution of transactions. 

With these changes, FINRA has been 

considering ways to modernize the 

reporting rules and provide for more 

timely, granular and informative data to 

enhance the value of disseminated 

transaction data. 

FINRA rules specify the applicable 

outer-limit reporting timeframe for 

different types of TRACE-Eligible 

Securities,4 and these timeframes have 

been adjusted over time in line with 

changes in the markets. A 15-minute 

outer-limit reporting timeframe 

currently applies to most transactions 5

in corporate bonds, agency debt 

securities,6 asset-backed securities 

(ABS) 7 and agency pass-through 

mortgage-backed securities (MBS) 

traded to-be-announced (TBA) for good 

delivery (GD).8 The 15-minute reporting 


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