30 Day Notice

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices
The proposed rule change is designed
to perfect the mechanism of a free and
open market and, in general, to protect
investors and the public interest in that
it will facilitate the listing and trading
of an additional type of exchange-traded
product that will enhance competition
among market participants, to the
benefit of investors and the marketplace.
As noted above, the Exchange has in
place surveillance procedures relating to
trading in the Shares and may obtain
information regarding trading in the
Shares, EUAs and Daily EUA Futures
from ICE Endex pursuant to the CSSA
between the Exchange and ICE Endex.
In addition, as noted above, investors
will have ready access to information
regarding the Trust’s NAV, IFV, and
quotation and last sale information for
the Shares.
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 the proposed rule
change will enhance competition by
accommodating Exchange trading of an
additional exchange-traded product,
and the first such product relating to
physical carbon credits, which will
enhance competition among market
participants, to the benefit of investors
and the marketplace.

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C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to 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 self-regulatory organization
consents, the Commission will:
(A) by order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.

including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.46
Sherry R. Haywood,
Assistant Secretary.

Electronic Comments

[FR Doc. 2024–19879 Filed 9–4–24; 8:45 am]

• 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–
NYSEARCA–2024–70 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–NYSEARCA–2024–70. 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–NYSEARCA–2024–70 and should be
submitted on or before September 26,
2024.

IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,

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BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–541, OMB Control No.
3235–0620]

Submission for OMB Review;
Comment Request; Extension: Rule
22c–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
(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 22c–2 (17 CFR 270.22c–2) under
the Investment Company Act of 1940
(15 U.S.C. 80a) (the ‘‘Investment
Company Act’’ or ‘‘Act’’) requires the
board of directors (including a majority
of independent directors) of most
registered open-end investment
companies (‘‘funds’’) to either approve a
redemption fee of up to two percent or
determine that imposition of a
redemption fee is not necessary or
appropriate for the fund. Rule 22c–2
also requires a fund to enter into written
agreements with their financial
intermediaries (such as broker-dealers
and retirement plan administrators)
under which the fund, upon request,
can obtain certain shareholder identity
and trading information from the
intermediaries. The written agreement
must also allow the fund to direct the
intermediary to prohibit further
purchases or exchanges by specific
shareholders that the fund has
identified as being engaged in
transactions that violate the fund’s
market timing policies. These
requirements enable funds to obtain the
information that they need to monitor
the frequency of short-term trading in
omnibus accounts and enforce their
market timing policies.
The rule includes three ‘‘collections
of information’’ within the meaning of
the Paperwork Reduction Act of 1995
46 17

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Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

(‘‘PRA’’).1 First, the rule requires boards
to either approve a redemption fee of up
to two percent or determine that
imposition of a redemption fee is not
necessary or appropriate for the fund.
Second, funds must enter into
information sharing agreements with all
of their ‘‘financial intermediaries’’ 2 and
maintain a copy of the written
information sharing agreement with
each intermediary in an easily
accessible place for six years. Third,
pursuant to the information sharing
agreements, funds must have systems
that enable them to request frequent
trading information upon demand from
their intermediaries, and to enforce any
restrictions on trading required by funds
under the rule.
The collections of information created
by rule 22c–2 are necessary for funds to
effectively assess redemption fees,
enforce their policies in frequent
trading, and monitor short-term trading,
including market timing, in omnibus
accounts. These collections of
information are mandatory for funds
that redeem shares within seven days of
purchase. The collections of information
also are necessary to allow Commission
staff to fulfill its examination and
oversight responsibilities.
Rule 22c–2(a)(1) requires the board of
directors of all registered open-end
management investment companies and
series thereof (except for money market
funds, ETFs, or funds that affirmatively
permit short-term trading of its
securities) to approve a redemption fee
for the fund, or instead make a
determination that a redemption fee is
either not necessary or appropriate for
the fund. Commission staff understands
that the boards of all funds currently in
operation have undertaken this process
for the funds they currently oversee, and
the rule does not require boards to
review this determination periodically
once it has been made. Accordingly, we
expect that only boards of newly
registered funds or newly created series
thereof would undertake this
1 44

U.S.C. 3501–3520.
rule defines a Financial Intermediary as: (i)
Any broker, dealer, bank, or other person that holds
securities issued by the fund in nominee name; (ii)
a unit investment trust or fund that invests in the
fund in reliance on section 12(d)(i)(E) of the Act;
and (iii) in the case of a participant directed
employee benefit plan that owns the securities
issued by the fund, a retirement plan’s
administrator under section 316(A) of the Employee
Retirement Security Act of 1974 (29 U.S.C.
1002(16)(A) or any person that maintains the plans’
participant records; Financial Intermediary does not
include any person that the fund treats as an
individual investor with respect to the fund’s
policies established for the purpose of eliminating
or reducing any dilution of the value of the
outstanding securities issued by the fund; Rule 22c–
2(c)(1).

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2 The

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determination. Commission staff
estimates that 3 funds (excluding money
market funds and ETFs) are newly
formed each year and would need to
make this determination.3
Commission staff estimates that it
takes 2 hours of the board’s time as a
whole (at a rate of $4,770 per hour) to
approve a redemption fee or make the
required determination on behalf of all
series of the fund. In addition,
Commission staff estimates that it takes
compliance personnel of the fund 8
hours (at a rate of $84 per hour) to
prepare trading, compliance, and other
information regarding the fund’s
operations to enable the board to make
its determination and takes an internal
compliance attorney of the fund 3 hours
(at a rate of $440 per hour) to review
this information and present its
recommendations to the board.
Therefore, for each fund board that
undertakes this determination process,
Commission staff estimates it expends
13 hours 4 at a cost of $11,532.5 As a
result, Commission staff estimates that
the total time spent for all funds on this
process is 416 hours at a cost of
$369,024.6
Rule 22c–2(a)(2) requires a fund to
enter into information-sharing
agreements with each of its financial
intermediaries. Commission staff
understands that all currently registered
funds have already entered into such
agreements with their intermediaries.
Funds enter into new relationships with
intermediaries from time to time,
however, which requires them to enter
into new information sharing
agreements. Commission staff
understands that, in general, funds enter
into information-sharing agreement
3 This estimate is based on the average number of
registrants filing initial Form N–1A or N–3 from
2020 to 2022; this estimate does not carve out
money market funds, ETFs, or funds that
affirmatively permit short-term trading of their
securities, so this estimate corresponds to the outer
limit of the number of registrants that would have
to make this determination.
4 This calculation is based on the following
estimates: 2 hours of board time + 3 hours of
internal compliance attorney time + 8 hours of
compliance clerk time = 13 hours.
5 This calculation is based on the following
estimates: ($4,770 board time × 2 hours) + ($84
compliance time × 8 hours) + ($440 attorney time
× 3 hours) = $11,532.
The hourly wages used are from SIFMA’s
Management & Professional Earnings in the
Securities Industry 2013, modified by Commission
staff to account for an 1,800 hour work-year and
inflation, and multiplied by 5.35 to account for
bonuses, firm size, employee benefits, and
overhead; the staff has estimated the average cost
of board of director time as $4,770 per hour for the
board as a whole, based on information received
from funds and their counsel.
6 This calculation is based on the following
estimates: 13 hours × 32 funds = 416 hours; $11,532
× 32 funds = $369,024.

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when they initially establish a
relationship with an intermediary,
which is typically executed as an
addendum to the distribution
agreement. The Commission staff
understands that most shareholder
information agreements are entered into
by the fund group (a group of funds
with a common investment adviser),
and estimates that there are currently
797 currently active fund groups.7
Commission staff estimates that, on
average, each active fund group enters
into relationships with 3 new
intermediaries each year. Commission
staff understands that funds generally
use a standard information sharing
agreement, drafted by the fund or an
outside entity, and modifies that
agreement according to the
requirements of each intermediary.
Commission staff estimates that
negotiating the terms and entering into
an information sharing agreement takes
a total of 4 hours of attorney time (at a
rate of $500 per hour) per intermediary.
Accordingly, Commission staff
estimates that it takes 12 hours at a cost
of $6,000 annually for each fund group 8
to enter into new information sharing
agreements and, in the aggregate
existing market participants incur a total
of 9,564 hours at a cost of $4,782,000.9
In addition, newly created funds
advised by new entrants (effectively
new fund groups) must enter into
information sharing agreements with all
of their financial intermediaries.
Commission staff estimates that there
are 38 new fund groups that form each
year that will have to enter into
information sharing agreements with
each of their intermediaries.10
Commission staff estimates that fund
groups formed by new advisers typically
have relationships with significantly
fewer intermediaries than existing fund
groups, and estimates that new fund
groups will typically enter into 100
information sharing agreements with
their intermediaries when they begin
operations.11 As discussed previously,
Commission staff estimates that it takes
4 hours of attorney time (at a rate of
7 ICI, 2024 Investment Company Fact Book at Fig
2.8 (2024) (https://www.icifactbook.org/pdf/2024factbook.pdf).
8 This estimate is based on the following
calculations: 4 hours × 3 new intermediaries = 12
hours; 12 hours × $500 = $6,000).
9 This estimate is based on the following
calculations: (12 hours × 797 fund groups = 9,564
hours); 9,564 hours × $500 = $4,782,000).
10 ICI, 2024 Investment Company Fact Book at Fig
2.8 (2024) (https://www.icifactbook.org/pdf/2024factbook.pdf).
11 Commission staff understands that funds
generally use a standard information sharing
agreement, drafted by the fund or an outside entity,
and then modifies that agreement according to the
requirements of each intermediary.

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$500 per hour) per intermediary to enter
into information sharing agreements.
Therefore, Commission staff estimates
that each newly formed fund group will
incur 400 hours of attorney time at a
cost of $200,000 12 and that all newly
formed fund groups will incur a total of
15,200 hours at a cost of $7,600,000 to
enter into information sharing
agreements with their intermediaries.13
Rule 22c–2(a)(3) requires funds to
maintain records of all informationsharing agreements for 6 years in an
easily accessible place. Commission
staff understands that most shareholder
information agreements are stored at the
fund group level and estimates that
there are currently approximately 797
fund groups.14 Commission staff
understands that information-sharing
agreements are generally included as
addendums to distribution agreements
between funds and their intermediaries,
and that these agreements would be
stored as required by the rule as a matter
of ordinary business practice. Therefore,
Commission staff estimates that
maintaining records of informationsharing agreements requires 10 minutes
of time spent by a general clerk (at a rate
of $75 per hour) per fund, each year.
Accordingly, Commission staff
estimates that all funds will incur 133
hours at a cost of $9,975 15 in complying
with the recordkeeping requirement of
rule 22c–2(a)(3). Therefore, Commission
staff estimates that to comply with the
information sharing agreement
requirements of rule 22c–2(a)(2) and (3),
it requires a total of 24,897 hours at a
cost of $12,391,975.16
The Commission staff estimates that
on average, each fund group requests
shareholder information once a week,
and gives instructions regarding the
restriction of shareholder trades every
day, for a total of 417 responses related
to information sharing systems per fund
group each year, and a total 331,552
responses for all fund groups
annually.17 In addition, as described
12 This estimate is based on the following
calculations: 4 hours × 100 intermediaries = 400
hours; 400 hours × $500 = $200,000.
13 This estimate is based on the following
calculations: (38 fund groups × 400 hours = 15,200
hours) ($500 × 15,200 = 7,600,000).
14 ICI, 2024 Investment Company Fact Book at Fig
2.8 (2024) (https://www.icifactbook.org/pdf/2024factbook.pdf).
15 This estimate is based on the following
calculations: (10 minutes × 797 fund groups = 7,970
minutes); (7,970 minutes/60 = 133 hours); (133
hours × $75 = $9,975).
16 This estimate is based on the following
calculations: (9,564 hours + 15,200 hours + 133
hours = 24,897 hours); ($4,782,000 + $7,600,000 +
$9,975 = $12,391,975).
17 This estimate is based on the following
calculations: (52 + 365 = 417); (417 × 797 fund
groups = 331,552).

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above, the staff estimates that funds
make 32 responses related to board
determinations, 2,391 responses related
to new intermediaries of existing fund
groups, 3,800 responses related to new
fund group information sharing
agreements, and 797 responses related
to recordkeeping, for a total of 7,020
responses related to the other
requirements of rule 22c–2. Therefore,
the Commission staff estimates that the
total number of responses is 338,572
(331,552 + 7,020 = 338,572). The
Commission staff estimates that the total
hour burden for rule 22c–2 is 25,313
hours at a cost of $12,392,344.18
Responses provided to the
Commission will be accorded the same
level of confidentiality accorded to
other responses provided to the
Commission in the context of its
examination and oversight program.
Responses provided in the context of
the Commission’s examination and
oversight program are generally kept
confidential. Complying with the
information collections of rule 22c–2 is
mandatory for funds that redeem their
shares within 7 days of purchase. 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 October 7, 2024 to (i)
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov and (ii) Austin Gerig,
Director/Chief Data Officer, Securities
and Exchange Commission, c/o
Oluwaseun Ajayi, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: PRA_Mailbox@sec.gov.
Dated: August 30, 2024.
Sherry R. Haywood,
Assistant Secretary.
BILLING CODE P
18 This estimate is based on the following
calculations: 416 hours (board determination) +
24,897 hours (information sharing agreements) =
25,313 total hours; $369,024 (board determination)
+ $12,391,975 (information sharing agreements) =
$12,392,344.

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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–100880; File No. SR–
CBOE–2024–008]

Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Designation
of a Longer Period for Commission
Action on Proceedings To Determine
Whether To Approve or Disapprove a
Proposed Rule Change To Adopt a
New Rule Regarding Order and
Execution Management Systems
August 30, 2024.

On February 13, 2024, Cboe
Exchange, Inc. (the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposal to adopt
a new rule regarding order and
execution management systems. The
proposed rule change was published for
comment in the Federal Register on
March 5, 2024.3 The Commission has
received comment letters regarding the
proposed rule change.4
On April 16, 2024, pursuant to
Section 19(b)(2) of the Act,5 the
Commission designated a longer period
within which to approve the proposed
rule change, disapprove the proposed
rule change, or institute proceedings to
determine whether to approve or
disapprove the proposed rule change.6
On May 31, 2024, the Commission
instituted proceedings under Section
19(b)(2)(B) of the Act 7 to determine
whether to approve or disapprove the
proposed rule change.8
Section 19(b)(2) of the Act 9 provides
that, after initiating proceedings, the
Commission shall issue an order
approving or disapproving the proposed
rule change not later than 180 days after
the date of publication of notice of filing
of the proposed rule change. The
Commission may extend the period for
issuing an order approving or
disapproving the proposed rule change,
however, by not more than 60 days if
the Commission determines that a
longer period is appropriate and
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 99620
(February 28, 2024), 89 FR 15907 (‘‘Notice’’).
4 The public comment file for SR–CBOE–2024–
008 is available on the Commission’s website at
https://www.sec.gov/comments/sr-cboe-2024-008/
srcboe2024008.htm.
5 15 U.S.C. 78s(b)(2).
6 See Securities Exchange Act Release No. 99963
(April 16, 2024), 89 FR 29389 (April 22, 2024).
7 15 U.S.C. 78s(b)(2)(B).
8 See Securities Exchange Act Release No. 100056
(May 31, 2024), 89 FR 48463 (June 6, 2024).
9 15 U.S.C. 78s(b)(2).
2 17

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