Federal Register 30-Day Notice

15184

Federal Register / Vol. 90, No. 66 / Tuesday, April 8, 2025 / Notices

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–CFE–2025–002. 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 (http://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
10:00 a.m. and 3:00 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–CFE–2025–002, and
should be submitted on or before April
29, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–05964 Filed 4–7–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION

khammond on DSK9W7S144PROD with NOTICES

[OMB Control No. 3235–0596]

Submission for OMB Review;
Comment Request; Extension: Rule
204A–1
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
12 17

CFR 200.30–3(a)(73).

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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.
The title for the collection of
information is ‘‘Rule 204A–1 (17 CFR
275.204A–1) under the Investment
Advisers Act of 1940.’’ (15 U.S.C. 80b1 et seq.) Rule 204A–1 (the ‘‘Code of
Ethics Rule’’) requires investment
advisers registered with the SEC to (i)
set forth standards of conduct expected
of advisory personnel (including
compliance with the federal securities
laws); (ii) safeguard material nonpublic
information about client transactions;
and (iii) require the adviser’s ‘‘access
persons’’ to report their personal
securities transactions, including
transactions in any mutual fund
managed by the adviser. The Code of
Ethics Rule requires access persons to
obtain the adviser’s approval before
investing in an initial public offering
(‘‘IPO’’) or private placement. The Code
of Ethics Rule also requires prompt
reporting, to the adviser’s chief
compliance officer or another person
designated in the code of ethics, of any
violations of the code. Finally, the Code
of Ethics Rule requires the adviser to
provide each supervised person with a
copy of the code of ethics and any
amendments, and require the
supervised persons to acknowledge, in
writing, their receipt of these copies.
The purposes of the information
collection requirements are to (i) ensure
that advisers maintain codes of ethics
applicable to their supervised persons;
(ii) provide advisers with information
about the personal securities
transactions of their access persons for
purposes of monitoring such
transactions; (iii) provide advisory
clients with information with which to
evaluate advisers’ codes of ethics; and
(iv) assist the Commission’s
examination staff in assessing the
adequacy of advisers’ codes of ethics
and assessing personal trading activity
by advisers’ supervised persons.
The respondents to this information
collection are investment advisers
registered with the Commission. The
Commission has estimated that
compliance with rule 204A–1 imposes a
burden of approximately 91 hours per
adviser annually based on an average
adviser having 63 access persons. Our
latest data indicate that there were

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15,987 advisers registered with the
Commission. Based on this figure, the
Commission estimates a total annual
burden of 1,449,221 hours for this
collection of information.
Rule 204A–1 does not require
recordkeeping or record retention. The
collection of information requirements
under the rule is mandatory. The
information collected pursuant to the
rule is not filed with the Commission,
but rather takes the form of
communications between advisers and
their supervised persons. Investment
advisers use the information collected to
control and assess the personal trading
activities of their supervised persons.
Responses to the reporting requirements
will be kept confidential to the extent
each investment adviser provides
confidentiality under its particular
practices and procedures.
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.
Written comments are invited on: (a)
whether this collection of information is
necessary for the proper performance of
the functions of the agency, including
whether the information will have
practical utility; (b) the accuracy of the
agency’s estimate of the burden imposed
by the 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.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202501-3235-022
or send an email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice by May
9, 2025.
Dated: April 2, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–05987 Filed 4–7–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0212]

Submission for OMB Review;
Comment Request; Extension: Rule
12b–1
Upon Written Request, Copies Available
From: Securities and Exchange

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Federal Register / Vol. 90, No. 66 / Tuesday, April 8, 2025 / Notices

khammond on DSK9W7S144PROD with NOTICES

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
(‘‘OMB’’) a request for extension of the
previously approved collection of
information discussed below.
Section 12(b) of the Investment
Company Act of 1940 (the ‘‘Act’’) 1
prohibits a registered open-end
investment company (‘‘fund’’), other
than a fund complying with Section
10(d) of the Act,2 from acting as a
distributor of securities that it has
issued, except through an underwriter,
in contravention of Commission rules.3
Rule 12b–1 under the Act permits a
fund to bear expenses associated with
the distribution of its shares, provided
that the fund complies with certain
requirements.4
Rule 12b–1 requires, among other
things, that the fund adopt a written
plan describing all material aspects of
the proposed financing of distribution
(‘‘rule 12b–1 plan’’).5 The rule 12b–1
plan must be in writing and approved
by the fund’s board of directors, and
separately by the ‘‘independent’’
directors (as described in the rule).6 If
the rule 12b–1 plan is being adopted
after public offering of the fund’s voting
securities, it must also be approved
initially by a vote of at least a majority
of the fund’s outstanding voting
securities.7 Similarly, any material
amendments to the rule 12b–1 plan
must be approved by the fund’s
directors, including the independent
directors, and any material increase in
the amount to be spent under the rule
12b–1 plan must be approved by the
fund’s shareholders.8 In considering the
implementation or continuance of a rule
12b–1 plan, the fund’s board must
request and evaluate information
reasonably necessary to make an
informed decision.9 The board also
must conclude, in the exercise of
reasonable business judgment and in
light of the directors’ fiduciary duties,
that there is a reasonable likelihood that
the rule 12b–1 plan will benefit the fund
and its shareholders.10
1 15

U.S.C. 80a–1 et seq.
U.S.C. 80a–10(d).
3 15 U.S.C. 80a–12(b).
4 17 CFR 270.12b–1.
5 17 CFR 270.12b–1(b).
6 17 CFR 270.12b–1(b)(2).
7 17 CFR 270.12b–1(b)(1).
8 17 CFR 270.12b–1(b)(4).
9 17 CFR 270.12b–1(d).
10 17 CFR 270.12b–1(e).
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The rule 12b–1 plan and, in certain
instances, any related agreements must
incorporate certain specified provisions,
including that: (i) the plan or agreement
will continue in effect for more than one
year only if the board, including the
independent directors, approve the
continuance at least annually 11; (ii) the
fund’s board will review quarterly
reports of the amounts spent under the
plan; 12 and (iii) the plan may be
terminated at any time by a majority
vote of the independent directors or
outstanding voting securities.13 Rule
12b–1 also requires the fund to preserve
for six years copies of the rule 12b–1
plan and any related agreements and
reports, as well as minutes of board
meetings that describe the factors
considered and the basis for
implementing or continuing the rule
12b–1 plan.14
Rule 12b–1 also prohibits funds from
paying for distribution of fund shares
with brokerage commissions on their
portfolio transactions.15 The rule
requires funds that use broker-dealers
that sell their shares to also execute
their portfolio securities transactions, to
implement policies and procedures
reasonably designed to prevent: (i) the
persons responsible for selecting brokerdealers to effect transactions in fund
portfolio securities from taking into
account broker-dealers’ promotional or
sales efforts when making those
decisions; and (ii) a fund, its adviser, or
its principal underwriter, from entering
into any agreement under which the
fund directs brokerage transactions or
revenue generated by those transactions
to a broker-dealer to pay for distribution
of the fund’s (or any other fund’s)
shares.16
The board and shareholder approval
requirements of the rule are designed to
ensure that fund shareholders and
directors receive adequate information
to evaluate and approve a rule 12b–1
plan and, thus, are necessary for
investor protection. The provisions that
require the board to be provided with
quarterly reports and termination
authority are designed to ensure that the
rule 12b–1 plan continues to benefit the
fund and its shareholders. The
recordkeeping requirements of the rule
are necessary to enable Commission
staff to oversee compliance with the
rule. The requirement that funds or their
advisers implement, and fund boards
approve, policies and procedures in
11 17

CFR 270.12b–1(b)(3)(i).
CFR 270.12b–1(b)(3)(ii).
13 17 CFR 270.12b–1(b)(3)(iii).
14 17 CFR 270.12b–1(f).
15 17 CFR 270.12b–1(h)(1).
16 17 CFR 270.12b–1(h)(2)(ii).
12 17

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15185

order to prevent persons charged with
allocating fund brokerage from taking
distribution efforts into account is
designed to ensure that funds’ selection
of brokers to effect portfolio securities
transactions is not influenced by
considerations about the sale of fund
shares.
Commission staff estimates that there
are approximately 5,246 funds (for
purposes of this estimate, registered
open-end investment companies or
series thereof) that have at least one
share class subject to a rule 12b–1 plan
and approximately 250 fund families
with common boards of directors that
have at least one fund with a 12b–1
plan. The Commission further estimates
that the annual hour burden for
complying with the rule is 425 hours for
each fund family with a portfolio that
has a rule 12b–1 plan. We therefore
estimate that the total hourly burden per
year for all funds to comply with
current information collection
requirements under rule 12b–1 is
106,250 hours. Commission staff
estimates that approximately three
funds per year prepare a proxy in
connection with the adoption or
material amendment of a rule 12b–1
plan. The staff further estimates that the
cost of each fund’s proxy is $30,000.
Thus, the total annual cost burden of
rule 12b–1 to the fund industry is
$90,000.
Estimates of average burden hours
and costs are made solely for purposes
of the Paperwork Reduction Act and are
not derived from a comprehensive or
even representative survey or study of
the costs of Commission rules and
forms. The collections of information
required by rule 12b–1 are necessary to
obtain the benefits of the rule. Notices
to the Commission 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.
Written comments are invited on: (a)
whether this collection of information is
necessary for the proper performance of
the functions of the agency, including
whether the information will have
practical utility; (b) the accuracy of the
agency’s estimate of the burden imposed
by the 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.
The public may view and comment
on this information collection request

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15186

Federal Register / Vol. 90, No. 66 / Tuesday, April 8, 2025 / Notices

at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202501-3235-019
or send an email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice by May
9, 2025.
Dated: April 2, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–05986 Filed 4–7–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–102759; File No. SR–NYSE–
2025–11]

Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 902.03 of the NYSE Listed
Company Manual To Specify That
During Its First Five Years of Listing a
Class of Common Equity on the
Exchange an Issuer Will Only Be
Subject to Initial and Annual Listing
Fees for Its Primary Class of Equity
Securities
April 2, 2025.

khammond on DSK9W7S144PROD with NOTICES

Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on March 28,
2025, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. 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
The Exchange proposes to amend
Section 902.03 of the NYSE Listed
Company Manual (the ‘‘Manual’’) to
specify that during its first five years of
listing a class of common equity on the
Exchange, an issuer will (i) only be
subject to initial and annual listing fees
for its primary class of equity securities,
and (ii) will be exempt from all other
listing fees, including fees for (a) the
listing of additional shares of the
primary class of equity securities, (b) the
listing of an additional class of common
1 15

U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15

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stock, preferred stock, warrants or
rights, (c) the listing of securities
convertible into or exchangeable or
exercisable for additional securities of a
listed class, (d) applications in
connection with a Technical Original
Listing 4 or reverse stock split, or (e)
applications for changes involve
modification to Exchange records or in
relation to a poison pill. The proposed
rule change is available on the
Exchange’s website at www.nyse.com, at
the principal office of the Exchange, 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, the
self-regulatory organization 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 those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Issuers that list equity securities on
the Exchange are subject to two primary
types of fees: listing fees and annual
fees. Listing fees are charged both at the
time a primary class of securities is
initially listed on the Exchange (the
‘‘Initial Listing Fee’’), and in connection
with the subsequent listing of additional
shares of such class (the ‘‘Additional
Listing Fee’’).5 Annual fees are
calculated based on the number of
shares issued and outstanding
(including treasury stock and restricted
stock) and are billed at the beginning of
each calendar year that an issuer is
listed on the Exchange (the ‘‘Annual
Listing Fee’’).6 Less frequently, issuers
are subject to fees for (i) listing of an
additional class of common stock,7
4 See

Section 703.10 of the Manual.
Section 902.03 of the Manual. The initial
listing fee at the time an issuer first lists a class of
common shares is $325,000. The fee for listing
additional shares of a listed class is charged on per
share basis at a tiered rate based on the number of
securities outstanding, subject to a minimum fee of
$10,000.
6 In an issuer’s first year of listing, a pro-rated
Annual Fee is charged at the time of initial listing.
7 See Section 902.03 of the Manual under ‘‘Listing
Fees.’’ The listing fee for an additional class of
common shares is charged at a flat rate of $5,000.
5 See

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preferred stock, warrants or rights,8 (ii)
securities convertible into or
exchangeable or exercisable for
additional securities of a listed class,9
(iii) applications in connection with a
Technical Original Listing 10 or reverse
stock split,11 or (iv) applications for
changes that involve modification to
Exchange records or in relation to a
poison pill 12 (the foregoing fees
identified in clauses (i)–(iv),
collectively, the ‘‘Alternative Listing
Fees’’).
Effective, April 1, 2025, the Exchange
proposes to amend Section 902.03 of the
Manual to provide an exemption from
certain fees to issuers during their first
five years of listing on the Exchange.
Under the proposal, from the date of
initial listing until the fifth anniversary
thereof, an issuer that lists a primary
class of equity securities on the
Exchange will only be subject to the
Initial Listing Fee and Annual Listing
Fee (such Annual Fee calculated on an
adjusted basis for any subsequent
issuance or corporate action), in each
case for such class of primary equity
securities and will be exempt from any
Additional Listing Fee or Alternative
Listing Fee. For the avoidance of doubt,
an issuer that does not have a class of
common equity securities listed (ex. an
issuer that lists only preferred stock)
would continue to be subject to fees as
set forth in the Manual.13 In addition,
notwithstanding that an issuer may be
entitled to the proposed exemption,
such issuer would remain subject to the
listing fees specified in Sections 902.05,
902.06 and 902.08 of the Manual, as
applicable.14 An issuer that lists a
8 See Section 902.03 of the Manual under ‘‘Listing
Fees.’’ The listing fee for such securities is currently
charged at a rate of $0.004 per share.
9 See Section 902.03 of the Manual under ‘‘Listing
Fees, Limitations on Listing Fees.’’ The
supplemental listing application fee for such listing
is $10,000.
10 See Section 703.10 of the Manual.
11 See Section 902.03 of the Manual under
‘‘Listing Fees, Limitations on Listing Fees.’’ The
application fee for such listing is $15,000.
12 Id. Such application fee is $10,000.
13 Only issuers listing a class of common equity
on the Exchange are subject to the flat Initial Listing
Fee. Issuers only listing a class of preferred stock
or bonds are subject to an initial listing fee that is
calculated on a per share basis for preferred stock
and a per series basis for bonds.
14 The fee schedule in Section 902.03 applies to
common and preferred equity securities of U.S.
issuers and foreign private issuers. Other types of
issuers and classes of securities are subject to the
fee schedules contained in other sections of the
Manual. Section 902.05 sets forth fees for structured
products. Section 902.06 sets forth fees for shortterm securities. Section 902.08 sets forth fees for
debt securities and listed structured products that
trade on the NYSE Bonds platform. Structured
products, short-term securities and debt securities
and listed structured products that trade on the
NYSE Bonds Platform represent separate classes of

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