Federal Register 30-Day Notice

Federal Register / Vol. 90, No. 149 / Wednesday, August 6, 2025 / Notices
had 7.73% market share of executed
volume of multiply-listed equity & ETF
options trades.17
The Exchange believes that the
proposed waiver of the Cap reflects this
competitive environment because it is
designed to continue to incent Floor
Brokers to direct manual and QCC
transactions to the Exchange, to provide
liquidity and to attract order flow. To
the extent that Floor Brokers are
encouraged to utilize the Exchange as a
primary trading venue for all
transactions, all Exchange market
participants stand to benefit from the
improved market quality and increased
opportunities for price improvement.
The Exchange notes that it operates in
a highly competitive market in which
market participants can readily favor
competing venues. In such an
environment, the Exchange must
continually review, and consider
adjusting, its fees and credits to remain
competitive with other exchanges. For
the reasons described above, the
Exchange believes that the proposed
rule change reflects this competitive
environment.

determine whether the proposed rule
change should be approved or
disapproved.

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.

All submissions should refer to file
number SR–NYSEAMER–2025–46. 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 filing 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–NYSEAMER–2025–
46 and should be submitted on or before
August 27, 2025.

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III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change is effective
upon filing pursuant to Section
19(b)(3)(A) 18 of the Act and
subparagraph (f)(2) of Rule 19b–4 19
thereunder, because it establishes a due,
fee, or other charge imposed by the
Exchange.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 20 of the Act to
17 Based

on a compilation of OCC data for
monthly volume of equity-based options and
monthly volume of equity-based ETF options, see
id., the Exchanges market share in equity-based
options decreased from 8.17% for the month of June
2024 to 7.73% for the month of June 2025.
18 15 U.S.C. 78s(b)(3)(A).
19 17 CFR 240.19b–4(f)(2).
20 15 U.S.C. 78s(b)(2)(B).

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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–
NYSEAMER–2025–46 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.

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
Vanessa A. Countryman,
Secretary.
[FR Doc. 2025–14854 Filed 8–5–25; 8:45 am]
BILLING CODE 8011–01–P

21 17

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SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0732]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Business Conduct Standards for
Security-Based Swap Dealers and
Major Security-Based Swap
Participants
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 (‘‘SEC’’ or
‘‘Commission’’) is submitting to the
Office of Management and Budget
(‘‘OMB’’) this request for extension of
the proposed collection of information
provided for in Business Conduct
Standards for Security-Based Swap
Dealers and Major Security-Based Swap
Participants 1 (17 CFR 240.3a67–10,
240.3a71–3,240.3a71–6, 240.15Fh–1
through 15Fh–6 and 240.15Fk–1), under
the Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.) (‘‘Exchange Act’’).
In 2010, Congress enacted the DoddFrank Act, establishing a comprehensive
framework for regulating the over-thecounter swaps markets.2 As required by
Title VII of the Dodd-Frank Act, new
section 15F(h) of the Exchange Act
established business conduct standards
for security-based swap Dealers (‘‘SBS
Dealers’’) and Major security-based
swap Participants (‘‘collectively ‘‘SBS
Entities’’) in their dealings with
counterparties, including special
entities.3
1 Business Conduct Standards for Security-Based
Swap Dealers and Major Security-Based Swap
Participants, Exchange Act Release 77617 (Apr. 14,
2016), 81 FR 29959 (May 13, 2016). See also
Business Conduct Standards for Security-Based
Swap Dealers and Major Security-Based Swap
Participants; Correction, Exchange Act Release
77617A (May 19, 2016), 81 FR 32643 (May 24,
2016). (together, the ‘‘BCS Rules’’)
2 Dodd-Frank Wall Street Reform and Consumer
Protection Act, Public Law 111–203, 124 Stat. 1376
(2010) (‘‘Dodd-Frank Act’’).
3 ‘‘Special Entity’’ means: a federal agency; State,
State agency, city, county, municipality, other
political subdivision of a State, or any
instrumentality, department, or a corporation of or
established by a State or political subdivision of a
State; any employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of
1974 (29 U.S.C. 1002); any governmental plan, as
defined in Section 3 of the Employee Retirement
Income Security Act of 1974 (29 U.S.C. 1002); any
endowment, including an endowment that is an
organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986 (26 U.S.C. 501(c)(3));

CFR 200.30–3(a)(12).

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Federal Register / Vol. 90, No. 149 / Wednesday, August 6, 2025 / Notices

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In 2016, in order to implement the
Dodd-Frank Act, the Commission
adopted the BCS Rules for SBS Dealers
and Major SBS Participants,4 a
comprehensive set of business conduct
standards and chief compliance officer
(‘‘CCO’’) requirements applicable to SBS
Entities, that are designed to enhance
transparency, facilitate informed
customer decision-making, and heighten
standards of professional conduct to
better protect investors.
Rules 15Fh–1 through 15Fh–6 and
15Fk–1 require SBS Entities to:
• Verify whether a counterparty is an
eligible contract participant and
whether it is a special entity;
• Disclose to the counterparty
material information about the securitybased swap, including material risks,
characteristics, incentives and conflicts
of interest;
• Provide the counterparty with
information concerning the daily mark
of the security-based swap;
• Provide the counterparty with
information regarding the ability to
require clearing of the security-based
swap;
• Communicate with counterparties
in a fair and balanced manner based on
principles of fair dealing and good faith;
• Establish a supervisory and
compliance infrastructure; and
• Designate a CCO that is required to
fulfill the described duties and provide
an annual compliance report.
The rules also require SBS Dealers to:
• Determine that recommendations
they make regarding security-based
swaps are suitable for their
counterparties.
• Establish, maintain and enforce
written policies and procedures
reasonably designed to obtain and retain
a record of the essential facts concerning
each known counterparty that are
necessary to conduct business with such
counterparty; and
• Comply with rules designed to
prevent ‘‘pay-to-play.’’
The rules also define what it means to
‘‘act as an advisor’’ to a special entity,
or any employee benefit plan defined in Section 3
of the Employee Retirement Income Security Act of
1974 (29 U.S.C. 1002), not otherwise defined as a
Special Entity, that elects to be a Special Entity by
notifying a swap dealer or major swap participant
of its election prior to entering into a swap with the
particular swap dealer or major swap participant.
17 CFR part 23.401(c).
4 See supra note 1.

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and require an SBS Dealer who acts as
an advisor to a special entity to:
• Make a reasonable determination
that any security-based swap or trading
strategy involving a security-based swap
recommended by the SBS Dealer is in
the best interests of the special entity
whose identity is known at a reasonably
sufficient time prior to the execution of
the transaction to permit the SBS Dealer
to comply with this obligation; and
• Make reasonable efforts to obtain
such information that the SBS Dealer
considers necessary to make a
reasonable determination that a
security-based swap or trading strategy
involving a security-based swap is in
the best interests of the known special
entity.
In addition, the rules require SBS
Entities acting as counterparties to
special entities to reasonably believe
that the counterparty has an
independent representative who meets
the following requirements:
• Has sufficient knowledge to
evaluate the transaction and risks;
• Is not subject to a statutory
disqualification;
• Undertakes a duty to act in the best
interests of the special entity;
• Makes appropriate and timely
disclosures to the special entity of
material information concerning the
security-based swap;
• Evaluates, consistent with any
guidelines provided by the special
entity, the fair pricing and the
appropriateness of the security-based
swap;
• Is independent of the security-based
swap dealer or major security-based
swap participant that is the
counterparty to a proposed securitybased swap.
Under the rules, the special entity’s
independent representative must also be
subject to pay-to-play regulations, and if
the special entity is an ERISA plan, the
independent representative must be an
ERISA fiduciary.
The information that must be
collected pursuant to the BCS Rules is
intended to increase accountability and
transparency in the market. The
information should therefore help
establish a framework that protects
investors and promotes efficiency,
competition and capital formation.
Based on a review of recent data, as
of 2025, the Commission staff estimates
the number of respondents to be as

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follows: 53 SBS Dealers, 0 Major SBS
Participants, for a total of 53 ‘‘SBS
Entities.’’ 5 Further, the Commission
staff estimate that approximately 46 of
these 53 SBS Entities will be dually
registered with the CFTC as Swap
Entities. The Commission staff also
estimate that there are currently 16,061
security-based swap market participants
of which 12,406 are also swap market
participants.6 From October 2021
through September 2022, the
Commission staff estimate that there
were approximately 377,271 securitybased swap transactions between an
SBS Dealer and counterparty that is not
an SBS Dealer of which approximately
234,654 were new and 5,559 amended
trades (totaling 240,213). The
Commission staff estimate there are 283
independent, third-party representatives
and 22 in-house independent
representatives, for a total of 305
independent representatives.7 The
Commission staff estimate that there are
approximately 14,005 unique SBS
Dealer and non-SBS-Dealer pairs.8 The
Commission staff have used these
estimates in calculating the hour and
cost burdens for the rule provisions that
the Commission staff anticipate have a
‘‘collection of information’’ burden
within the meaning of the PRA.
The Commission staff estimate that
the aggregate burden of the ongoing
reporting and disclosures required by
the BCS Rules, as described above, is
approximately 535,595 hours and
$2,522,058 calculated as follows:
5 List of Registered Security-Based Swap Dealers
and Major Security-Based Swap Participants,
available at: https://www.sec.gov/about/divisionsoffices/division-trading-markets/list-registeredsecurity-based-swap-dealers-major-security-basedswap-participants (providing the list of registered
security-based swap dealers and major securitybased swap participants that was updated as of
December 31, 2024). Information concerning Swap
Entities registered with the CFTC available at:
(https://www.cftc.gov/IndustryOversight/
Intermediaries/MajorSwapParticipantMSP/
index.htm).
6 Unless otherwise noted, estimates were derived
from the DTCC–TIW data set (November 30, 2006
through September 2022). In October 2022, DTCC–
TIW transaction data went through a major
structural change. Commission staff are still in the
process of resolving the consistency issue
associated with this data.
7 See Information About Registered Municipal
Advisors as of January 1, 2025 (https://
www.sec.gov/data-research/sec-markets-data/
information-about-registered-municipal-advisors).
8 See supra note 6.

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Federal Register / Vol. 90, No. 149 / Wednesday, August 6, 2025 / Notices

IC title

Type of burden

15Fh–3(b), (c), (d) Disclosures—SBS Entities ..................................
15Fh–3(b), (c), (d) Disclosures—SBS Transactions Between SBS
Dealer and Non-SBSD Counterparty.
15Fh–3(e), (f) Know Your Counterparty and Recommendations
(SBS Dealers).
15Fh–3(g) Fair and Balanced Communications ................................
15Fh–3(h) Supervision .......................................................................
15Fh–5 SBS Entities Acting as Counterparties to Special Entities
15Fh–5 SBS Entities Acting as Counterparties to Special Entities
15Fh–6 Political Contributions .........................................................
15Fk–1 Chief Compliance Officer ....................................................
Total ............................................................................................

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 proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
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=202505-3235-012
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
September 5, 2025.
Dated: August 1, 2025.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2025–14852 Filed 8–5–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
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[OMB Control No. 3235–0597]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 31 and Form R31
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,

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Respondents

Ongoing
annual
burden

Industry-wide
annual
burden

Industry-wide
annual
burden

Hours

Cost

Hours

Cost

Reporting .......................
Reporting .......................

53
53

4,120
4,427.4

$0
0

218,360
234,654

$0
0

Reporting .......................

53

132.1

0

7,003

0

Reporting .......................
Reporting .......................
Reporting .......................
Third-Party Disclosure ...
Reporting .......................
Reporting .......................

53
53
53
53
53
53

2
540
305
305
1
273

4,158
5,544
0
0
29,568
8,316

106
28,620
16,165
16,165
53
14,469

220,374
293,832
0
0
1,567,104
440,748

........................................

......................

..............

..............

535,595

2,522,058

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’’ or ‘‘SEC’’) is submitting
to the Office of Management and Budget
(‘‘OMB’’) this request for extension of
the proposed collection of information
provided for in Rule 31 (17 CFR 240.31)
and Form R31 (17 CFR 249.11), under
the Securities Exchange Act of 1934
(‘‘Exchange Act’’) (15 U.S.C. 78a et seq.).
Section 31 of the Exchange Act
requires the Commission to collect fees
and assessments from national
securities exchanges and national
securities associations (collectively,
‘‘self-regulatory organizations’’ or
‘‘SROs’’) based on the volume of their
securities transactions. To collect the
proper amounts, the Commission
adopted Rule 31 and Form R31 under
the Exchange Act whereby each SRO
must report to the Commission the
volume of its securities transactions and
the Commission, based on those data,
calculates the amount of fees and
assessments that each SRO owes
pursuant to Section 31. Rule 31 and
Form R31 require each SRO to provide
these data on a monthly basis.
Currently, there are 31 respondents
under Rule 31 that are subject to the
collection of information requirements
of Rule 31: 28 national securities
exchanges, 1 national securities
association, and 2 registered clearing
agencies that are required to provide
certain data in their possession needed
by the SROs to complete Form R31,
although these 2 clearing agencies are
not themselves required to complete
and submit Form R31. The Commission
estimates that the total burden for all 31
respondents is 480 hours per year. The
Commission estimates that, based on
previous and current experience, 3
additional national securities exchanges
will become registered and subject to

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Ongoing
annual
burden

Frm 00071

Fmt 4703

Sfmt 4703

the reporting requirements of Rule 31
over the course of the authorization
period and collectively incur a burden
of 18 hours per year. Thus, the
Commission estimates the collective
burden for all respondents (existing and
new added together) to be 498 hours per
year. The Commission does not believe
that the 31 existing or 3 expected new
respondents will have to incur any
capital or start-up costs, or any
additional operational or maintenance
costs (other than as already discussed in
this paragraph), to comply with the
collection of information requirements
imposed by Rule 31 and Form R31.
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 proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information will have practical utility;
(b) the accuracy of the Commission’s
estimate of the burden imposed by the
proposed collection of information,
including the validity of the
methodology and the assumptions used;
(c) ways to enhance the quality, utility,
and clarity of the information to be
collected; and (d) ways to minimize the
burden of the collection of information
on respondents, including through the
use of automated, electronic 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=202505-3235-001
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
September 8, 2025.

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