In the Matter of the Application of 24X National Exchange LLC for Registration as a National Securities Exchange; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Grant or Deny an Application for Registration as a National Securities Exchange Under Section 6 of the Securities Exchange Act of 1934, 72917-72918 [2024-19944]

Download as PDF lotter on DSK11XQN23PROD with NOTICES1 Federal Register / Vol. 89, No. 173 / Friday, September 6, 2024 / Notices 100 F Street NE, Washington, DC 20549–2736 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’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of extension of the previously approved collection of information provided for in the privacy notice and opt out notice provisions of Regulation S–P—Privacy of Consumer Financial Information (17 CFR part 248, subpart A) under the Securities Exchange Act of 1934 (‘‘Exchange Act’’) (15 U.S.C. 78a et seq.). The privacy notice and opt out notice provisions of Regulation S–P (the ‘‘Rule’’) implement the privacy notice and opt out notice requirements of Title V of the Gramm-Leach-Bliley Act (‘‘GLBA’’), which requires that, at the time of establishing a customer relationship with a consumer and not less than annually during the continuation of such relationship, a financial institution shall provide a clear and conspicuous disclosure to such consumer of such financial institution’s policies and practices with respect to disclosing nonpublic personal information to affiliates and nonaffiliated third parties (‘‘privacy notice’’). Title V of the GLBA also provides that, unless an exception applies, a financial institution may not disclose nonpublic personal information of a consumer to a nonaffiliated third party unless the financial institution clearly and conspicuously discloses to the consumer that such information may be disclosed to such third party; the consumer is given the opportunity, before the time that such information is initially disclosed, to direct that such information not be disclosed to such third party; and the consumer is given an explanation of how the consumer can exercise that nondisclosure option (‘‘opt out notice’’). The Rule applies to brokerdealers, investment advisers registered with the Commission, and investment companies (‘‘covered entities’’). Commission staff estimates that, as of April 1, 2024, the Rule’s information collection burden applies to approximately 32,707 covered entities (approximately 3,410 broker-dealers, 15,531 investment advisers registered with the Commission, and 13,766 investment companies). In view of (a) the minimal recordkeeping burden imposed by the Rule (since the Rule has no recordkeeping requirement and records relating to customer communications already must be made and retained pursuant to other SEC VerDate Sep<11>2014 16:42 Sep 05, 2024 Jkt 262001 rules); (b) the summary fashion in which information must be provided to customers in the privacy and opt out notices required by the Rule (the model privacy form adopted by the SEC and the other agencies in 2009, designed to serve as both a privacy notice and an opt out notice, is only two pages); (c) the availability to covered entities of the model privacy form and online model privacy form builder; and (d) the experience of covered entities’ staff with the notices, SEC staff estimates that covered entities will each spend an average of approximately 12 hours per year complying with the Rule, for a total of approximately 392,484 annual burden hours (12 × 32,707 = 392,484). SEC staff understands that the vast majority of covered entities deliver their privacy and opt out notices with other communications such as account opening documents and account statements. Because the other communications are already delivered to consumers, adding a brief privacy and opt out notice should not result in added costs for processing or for postage and materials. Also, privacy and opt out notices may be delivered electronically to consumers who have agreed to electronic communications, which further reduces the costs of delivery. Because SEC staff assumes that most paper copies of privacy and opt out notices are combined with other required mailings, the burden-hour estimates above are based on resources required to integrate the privacy and opt notices into another mailing, rather than on the resources required to create and send a separate mailing. SEC staff estimates that, of the estimated 12 annual burden hours incurred, approximately 8 hours would be spent by administrative assistants at an hourly rate of $90, and approximately 4 hours would be spent by internal counsel at an hourly rate of $518, for a total annual internal cost of compliance of approximately $2,792 for each of the covered entities (8 × $90 = $720; 4 × $518 = $2,072; $720 + $2,072 = $2,792). Hourly cost of compliance estimates for administrative assistant time are derived from the Securities Industry and Financial Markets Association’s Office Salaries in the Securities Industry 2013, modified by SEC staff to account for an 1,800-hour work-year and multiplied by 2.93 to account for bonuses, firm size, employee benefits and overhead. Hourly cost of compliance estimates for internal counsel time are derived from the Securities Industry and Financial Markets Association’s Management & Professional Earnings in the Securities Industry 2013, modified by SEC staff to PO 00000 Frm 00098 Fmt 4703 Sfmt 4703 72917 account for an 1,800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, and overhead. Accordingly, SEC staff estimates that the total annual internal cost of compliance for the estimated total hour burden for the approximately 32,707 covered entities subject to the Rule is approximately $91,371,944 ($2,792 × 32,707 = $91,317,944). 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. 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 by October 7, 2024 to (i) www.reginfo.gov/ public/do/PRAMain 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: September 3, 2024. Vanessa A. Countryman, Secretary. [FR Doc. 2024–20134 Filed 9–5–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–100884; File No. 10–242] In the Matter of the Application of 24X National Exchange LLC for Registration as a National Securities Exchange; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Grant or Deny an Application for Registration as a National Securities Exchange Under Section 6 of the Securities Exchange Act of 1934 August 30, 2024. On February 6, 2024, 24X National Exchange LLC (‘‘24X’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a Form 1 application under the Securities Exchange Act of 1934 (‘‘Act’’) seeking registration as a national securities exchange under Section 6 of the Act.1 Notice of the application was published for comment in the Federal Register on March 4, 1 15 E:\FR\FM\06SEN1.SGM U.S.C. 78f. 06SEN1 72918 Federal Register / Vol. 89, No. 173 / Friday, September 6, 2024 / Notices lotter on DSK11XQN23PROD with NOTICES1 2024.2 The Commission received comment letters on the Form 1 application and a letter from 24X responding to these comment letters.3 On May 31, 2024, the Commission instituted proceedings pursuant to Section 19(a)(1)(B) of the Act 4 to determine whether to grant or deny 24X’s application for registration as a national securities exchange under Section 6 of the Act (the ‘‘OIP’’).5 The Commission received comment letters in response to the OIP 6 and a letter responding to the OIP and comments from 24X.7 On August 21, 2024, 24X filed an amendment to its Form 1 application (‘‘Amendment No. 1’’) which revised Exhibits B, B–1, C, C–2, D, E, E–1 and N.8 Among other things, in Amendment No. 1, 24X proposes revisions to certain rules in Exhibit B relating to the operation of the 24X Market Session.9 In Amendment No. 1, 24X also proposes revisions to proposed Exhibits C, C–2, D (including Exhibits D–1 through D–4), E, E–1 and N to (1) provide more information about its intention to enter into a technology services agreement with MEMX Technologies, LLC (‘‘MEMX Technologies’’); (2) update the number of authorized ownership units for 24X 2 See Securities Exchange Act Release No. 99614 (Feb. 27, 2024), 89 FR 15621 (Mar. 4, 2024) (‘‘Notice’’). 3 The public comment file for 24X’s Form 1 application (File No. 10–242) is available on the Commission’s website at: https://www.sec.gov/ comments/10-242/10-242.htm. 4 15 U.S.C. 78s(a)(1)(B). 5 See Securities Exchange Act Release No. 100254 (May 31, 2024), 89 FR 48466 (June 6, 2024). 6 See supra note 3 and accompanying text. 7 See id. 8 See Securities Exchange Act Release No. 100839 (Aug. 27, 2024). Amendment No. 1 is available on the Commission’s website at: https://www.sec.gov/ rules-regulations/other-commission-orders-noticesinformation/24x-form-1. 9 See proposed 24X Rule 1.5(c), as amended by Amendment No. 1, defining the ‘‘24X Market Session’’ as ‘‘(i) the time between 8:00 p.m. and 4:00 a.m. Eastern Time, (ii) any time that falls on a Saturday or a Sunday Eastern Time, (iii) any time that falls on one of the following U.S. holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day Eastern Time, or such other U.S. holiday(s) as published by the Exchange from time to time; provided, however, it shall not include any trading pauses as described in Rule 11.15(c). For the avoidance of doubt, notwithstanding anything to the contrary in these Rules, the Exchange shall not commence operation of the 24X Market Session unless (1) the equity data national market system plans have established a mechanism to collect, consolidate and disseminate quotation and transaction information during the 24X Market Session, or (2) the Securities and Exchange Commission has provided exemptive or other relief from the requirements under Rule 601, 602 and such plans (or their successors) applicable to the 24X Market Session.’’ VerDate Sep<11>2014 16:42 Sep 05, 2024 Jkt 262001 Bermuda Holdings LLC, the ultimate holding company for 24X; (3) provide updated financial information on 24X’s affiliates; and (4) describe 24X’s proposed compliance with Regulation Systems Compliance and Integrity, its arrangement with MEMX Technologies, and make other conforming changes to reflect Amendment No. 1. Section 19(a)(1)(B) of the Act provides that proceedings instituted to determine whether to deny an application for registration as a national securities exchange shall be concluded within 180 days of the date of a publication of notice of the filing of the application for registration.10 At the conclusion of such proceedings, the Commission, by order, shall grant or deny such registration.11 The Commission may extend the time for conclusion of such proceedings for up to 90 days if it finds good cause for such extension and publishes its reasons for so finding.12 The Notice was published for comment in the Federal Register on March 4, 2024.13 The 180th day after publication of the Notice is August 31, 2024. The Commission is extending the time period for granting or denying 24X’s application for registration as a national securities exchange for an additional 90 days. The Commission finds good cause for extending the period for granting or denying 24X’s application for registration as a national securities exchange because the extension will provide additional time for the Commission to assess whether 24X’s Form 1 application, as amended, satisfies the requirements of the Act and the rules and regulations thereunder. As described in the Notice, 24X proposes to significantly expand trading outside of regular trading hours 14 for NMS stocks by operating a national securities exchange 23 hours a day, seven days a week, 365 days a year, including holidays, subject to certain pauses.15 In addition, in Amendment No. 1, 24X significantly amended its application for registration as a national securities exchange as originally filed. Therefore, the Commission believes that there is good cause to extend the time for conclusion of the proceedings for 90 days. Accordingly, the Commission, pursuant to Section 19(a)(1)(B) of the Act,16 designates November 29, 2024, as 10 15 U.S.C. 78s(a)(1)(B). 11 Id. 12 Id. 13 See supra note 2. trading hours’’ is defined in Rule 600(b)(77) as ‘‘the time between 9:30 a.m. and 4:00 p.m. Eastern Time.’’ 17 CFR 242.600(b)(88). 15 See proposed 24X Rule 11.1 (describing the hours of trading and trading days for 24X). 16 15 U.S.C. 78s(a)(1)(B). 14 ‘‘Regular PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 the date by which the Commission shall either grant or deny 24X’s Form 1 application. By the Commission. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–19944 Filed 9–5–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 35312; File No. 812–15532] Jefferies Finance LLC, et al. September 3, 2024. Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’). ACTION: Notice. AGENCY: Notice of application for an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the ‘‘Act’’) and rule 17d–1 under the Act to permit certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d–1 under the Act. Summary of Application: Applicants request an order to amend a previous order granted by the Commission that permits certain business development companies and closed-end management investment companies to co-invest in portfolio companies with each other and with certain affiliated investment entities. Applicants: Jefferies Finance LLC; Jefferies Credit Management LLC; Jefferies Credit Partners BDC Inc.; Jefferies Credit Partners LLC; Senior Credit Investments, LLC; Apex Credit Partners LLC; Apex Credit Holdings LLC; Apex Credit CLO 2018 Ltd; Apex Credit CLO 2018–II Ltd.; Apex Credit CLO 2019 Ltd.; Apex Credit CLO 2019– II Ltd.; Apex Credit CLO 2020 Ltd.; Apex Credit CLO 2021 Ltd.; Apex Credit CLO 2022–I Ltd.; Apex Credit CLO 2022–II Ltd.; JFIN CLO 2017 Ltd.; JFIN CLO 2017–II Ltd.; JMP Credit Advisors CLO IV Ltd.; JMP Credit Advisors CLO V Ltd.; Apex Credit CLO 2020–II Ltd.; Apex Credit CLO 2021–2 Ltd.; Jefferies Direct Lending Fund LP; Jefferies Direct Lending Fund SPE LLC; Jefferies Direct Lending Offshore Fund LP; Jefferies Direct Lending Offshore Fund B LP; Jefferies Direct Lending Offshore Fund C LP; Jefferies Direct Lending Offshore Fund SPE LLC; Jefferies Direct Lending Offshore Fund C SPE LLC; Jefferies Senior Lending LLC; JCP Direct Lending CLO 2022 LLC; JCP Direct Lending CLO 2023 Ltd.; JCP Direct Lending CLO 2023–1 LLC; JCP Direct Lending CLO E:\FR\FM\06SEN1.SGM 06SEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 89, Number 173 (Friday, September 6, 2024)]
[Notices]
[Pages 72917-72918]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-19944]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100884; File No. 10-242]


In the Matter of the Application of 24X National Exchange LLC for 
Registration as a National Securities Exchange; Notice of Designation 
of a Longer Period for Commission Action on Proceedings To Determine 
Whether To Grant or Deny an Application for Registration as a National 
Securities Exchange Under Section 6 of the Securities Exchange Act of 
1934

August 30, 2024.
    On February 6, 2024, 24X National Exchange LLC (``24X'') filed with 
the Securities and Exchange Commission (``Commission'') a Form 1 
application under the Securities Exchange Act of 1934 (``Act'') seeking 
registration as a national securities exchange under Section 6 of the 
Act.\1\ Notice of the application was published for comment in the 
Federal Register on March 4,

[[Page 72918]]

2024.\2\ The Commission received comment letters on the Form 1 
application and a letter from 24X responding to these comment 
letters.\3\ On May 31, 2024, the Commission instituted proceedings 
pursuant to Section 19(a)(1)(B) of the Act \4\ to determine whether to 
grant or deny 24X's application for registration as a national 
securities exchange under Section 6 of the Act (the ``OIP'').\5\ The 
Commission received comment letters in response to the OIP \6\ and a 
letter responding to the OIP and comments from 24X.\7\ On August 21, 
2024, 24X filed an amendment to its Form 1 application (``Amendment No. 
1'') which revised Exhibits B, B-1, C, C-2, D, E, E-1 and N.\8\ Among 
other things, in Amendment No. 1, 24X proposes revisions to certain 
rules in Exhibit B relating to the operation of the 24X Market 
Session.\9\ In Amendment No. 1, 24X also proposes revisions to proposed 
Exhibits C, C-2, D (including Exhibits D-1 through D-4), E, E-1 and N 
to (1) provide more information about its intention to enter into a 
technology services agreement with MEMX Technologies, LLC (``MEMX 
Technologies''); (2) update the number of authorized ownership units 
for 24X Bermuda Holdings LLC, the ultimate holding company for 24X; (3) 
provide updated financial information on 24X's affiliates; and (4) 
describe 24X's proposed compliance with Regulation Systems Compliance 
and Integrity, its arrangement with MEMX Technologies, and make other 
conforming changes to reflect Amendment No. 1.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78f.
    \2\ See Securities Exchange Act Release No. 99614 (Feb. 27, 
2024), 89 FR 15621 (Mar. 4, 2024) (``Notice'').
    \3\ The public comment file for 24X's Form 1 application (File 
No. 10-242) is available on the Commission's website at: https://www.sec.gov/comments/10-242/10-242.htm.
    \4\ 15 U.S.C. 78s(a)(1)(B).
    \5\ See Securities Exchange Act Release No. 100254 (May 31, 
2024), 89 FR 48466 (June 6, 2024).
    \6\ See supra note 3 and accompanying text.
    \7\ See id.
    \8\ See Securities Exchange Act Release No. 100839 (Aug. 27, 
2024). Amendment No. 1 is available on the Commission's website at: 
https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/24x-form-1.
    \9\ See proposed 24X Rule 1.5(c), as amended by Amendment No. 1, 
defining the ``24X Market Session'' as ``(i) the time between 8:00 
p.m. and 4:00 a.m. Eastern Time, (ii) any time that falls on a 
Saturday or a Sunday Eastern Time, (iii) any time that falls on one 
of the following U.S. holidays: New Year's Day, Martin Luther King 
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Juneteenth 
National Independence Day, Independence Day, Labor Day, Thanksgiving 
Day and Christmas Day Eastern Time, or such other U.S. holiday(s) as 
published by the Exchange from time to time; provided, however, it 
shall not include any trading pauses as described in Rule 11.15(c). 
For the avoidance of doubt, notwithstanding anything to the contrary 
in these Rules, the Exchange shall not commence operation of the 24X 
Market Session unless (1) the equity data national market system 
plans have established a mechanism to collect, consolidate and 
disseminate quotation and transaction information during the 24X 
Market Session, or (2) the Securities and Exchange Commission has 
provided exemptive or other relief from the requirements under Rule 
601, 602 and such plans (or their successors) applicable to the 24X 
Market Session.''
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    Section 19(a)(1)(B) of the Act provides that proceedings instituted 
to determine whether to deny an application for registration as a 
national securities exchange shall be concluded within 180 days of the 
date of a publication of notice of the filing of the application for 
registration.\10\ At the conclusion of such proceedings, the 
Commission, by order, shall grant or deny such registration.\11\ The 
Commission may extend the time for conclusion of such proceedings for 
up to 90 days if it finds good cause for such extension and publishes 
its reasons for so finding.\12\ The Notice was published for comment in 
the Federal Register on March 4, 2024.\13\ The 180th day after 
publication of the Notice is August 31, 2024. The Commission is 
extending the time period for granting or denying 24X's application for 
registration as a national securities exchange for an additional 90 
days.
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    \10\ 15 U.S.C. 78s(a)(1)(B).
    \11\ Id.
    \12\ Id.
    \13\ See supra note 2.
---------------------------------------------------------------------------

    The Commission finds good cause for extending the period for 
granting or denying 24X's application for registration as a national 
securities exchange because the extension will provide additional time 
for the Commission to assess whether 24X's Form 1 application, as 
amended, satisfies the requirements of the Act and the rules and 
regulations thereunder. As described in the Notice, 24X proposes to 
significantly expand trading outside of regular trading hours \14\ for 
NMS stocks by operating a national securities exchange 23 hours a day, 
seven days a week, 365 days a year, including holidays, subject to 
certain pauses.\15\ In addition, in Amendment No. 1, 24X significantly 
amended its application for registration as a national securities 
exchange as originally filed. Therefore, the Commission believes that 
there is good cause to extend the time for conclusion of the 
proceedings for 90 days. Accordingly, the Commission, pursuant to 
Section 19(a)(1)(B) of the Act,\16\ designates November 29, 2024, as 
the date by which the Commission shall either grant or deny 24X's Form 
1 application.
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    \14\ ``Regular trading hours'' is defined in Rule 600(b)(77) as 
``the time between 9:30 a.m. and 4:00 p.m. Eastern Time.'' 17 CFR 
242.600(b)(88).
    \15\ See proposed 24X Rule 11.1 (describing the hours of trading 
and trading days for 24X).
    \16\ 15 U.S.C. 78s(a)(1)(B).

    By the Commission.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-19944 Filed 9-5-24; 8:45 am]
BILLING CODE 8011-01-P

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