Federal Register 60-Day Notice

56210

Federal Register / Vol. 90, No. 232 / Friday, December 5, 2025 / Notices

HISTORY:

preparation and approval of swing
pricing policies and procedures by those
fund complexes that would use swing
pricing will be 280 hours.2 We also
estimate that it will cost a fund complex
$77,038 to document, review and
initially approve these policies and
procedures, for a total cost of $385,190.3
Rule 22c–1 requires a fund that uses
swing pricing to maintain the fund’s
swing policies and procedures that are
in effect, or at any time within the past
six years were in effect, in an easily
accessible place.4 The rule also requires
a fund to retain a written copy of the
periodic report provided to the board
prepared by the swing pricing
administrator that describes, among
other things, the swing pricing
administrator’s review of the adequacy
of the fund’s swing pricing policies and
procedures and the effectiveness of their
implementation, including the impact
on mitigating dilution and any backtesting performed.5 The retention of
these records is necessary to allow the
staff during examinations of funds to
determine whether a fund is in
compliance with its swing pricing
policies and procedures and with rule
22c–1. We estimate a time cost per fund
complex of $388.6 We estimate that the
total for recordkeeping related to swing
pricing will be 20 hours, at an aggregate
cost of $1,940, for all fund complexes
that we believe include funds that have
adopted swing pricing policies and
procedures.7
Amortized over a three-year period,
we believe that the hour burdens and

System of Records Notice revision
from previous May 15, 2015 Federal
Register notice 80 FR 28016.
[FR Doc. 2025–22047 Filed 12–4–25; 8:45 am]
BILLING CODE 7905–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0734]

lotter on DSK11XQN23PROD with NOTICES1

Agency Information Collection
Activities; Proposed Collection;
Comment Request; Extension: Rule
22c–1
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. 3501–3520), the Securities
and Exchange Commission (SEC or
‘‘Commission’’) is soliciting comments
on the collections of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Rule 22c–1 (17 CFR 270.22c–1) under
the Investment Company Act of 1940
(15 U.S.C. 80a) (the ‘‘Investment
Company Act’’ or ‘‘Act’’) enables a fund
to choose to use ‘‘swing pricing’’ as a
tool to mitigate shareholder dilution.
Rule 22c–1 is intended to promote
investor protection by providing funds
with an additional tool to mitigate the
potentially dilutive effects of
shareholder purchase or redemption
activity and a set of operational
standards that allow funds to gain
comfort using swing pricing as a means
of mitigating potential dilution.
The respondents to amended rule
22c–1 are open-end management
investment companies (other than
money market funds or exchange-traded
funds) that engage in swing pricing.
Compliance with rule 22c–1(a)(3) is
mandatory for any fund that chooses to
use swing pricing to adjust its NAV in
reliance on the rule.
While we are not aware of any funds
that have engaged in swing pricing,1 we
are estimating for the purpose of this
analysis that 5 fund complexes have
funds that may adopt swing pricing
policies and procedures in the future
pursuant to the rule. We estimate that
the total burden associated with the
1 No funds have engaged in swing pricing as
reported on Form N–CEN as of October 31, 2025.

VerDate Sep<11>2014

17:37 Dec 04, 2025

Jkt 268001

2 This estimate is based on the following
calculation: (48 + 2 + 6) hours × 5 fund complexes
= 280 hours.
3 These estimates are based on the following
calculations: 24 hours × $266 (hourly rate for a
senior accountant) = $6,384; 24 hours × $612
(blended hourly rate for assistant general counsel
($573) and chief compliance officer ($652)) =
$14,688; 2 hours (for a fund attorney’s time to
prepare materials for the board’s determinations) ×
$449 (hourly rate for a compliance attorney) = $898;
6 hours × $9,178 (hourly rate for a board of 9
directors) = $55,068; ($6,384 + $14,688 +$898 +
$55,068) = $77,038; $77,038 × 5 fund complexes =
$385,190; the estimated hourly wages are based on
SIFMA’s report on Management & Professional
Earnings in the Securities Industry 2013, modified
by Commission staff to account for an 1,800-hour
work-year and inflation, and adjusted to account for
bonuses, firm size, employee benefits, and
overhead; the staff has estimated the average cost
of board of director time as $9,178 per hour for the
board as a whole, based on information received
from funds and their counsel.
4 See rule 22c–1(a)(3)(iii).
5 See id.
6 This estimate is based on the following
calculations: 2 hours × $77 (hourly rate for a general
clerk) = $154; 2 hours × $117 (hourly rate for a
senior computer operator) = $234. $154 + $234 =
$388.
7 These estimates are based on the following
calculations: 4 hours × 5 fund complexes = 20
hours. 5 fund complexes × $388 = $1,940.

PO 00000

Frm 00087

Fmt 4703

Sfmt 4703

time costs associated with rule 22c–1,
including the burden associated with
the requirements that funds adopt
policies and procedures, obtain board
approval, and periodic review of an
annual written report from the swing
pricing administrator, and retain certain
records and written reports related to
swing pricing, will result in an average
aggregate annual burden of 113.3 hours,
and average aggregate time costs of
$130,336.8 We also estimate that rule
22c–1 imposes a total external cost
burden of $2,920 for outside legal
services related to compliance with the
policies and procedures requirement.9
These estimates of average costs are
made solely for the purposes of the
Paperwork Reduction Act. The estimate
is not derived from a comprehensive or
even a representative survey or study of
the costs of Commission rules. This
collection of information is necessary to
obtain a benefit and 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 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.
Please direct your written comments
on this 60-Day Collection Notice to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg via
email to PaperworkReductionAct@
sec.gov by February 3, 2026. There will
be a second opportunity to comment on
this SEC request following the Federal
Register publishing a 30-Day
Submission Notice.
8 These estimates are based on the following
calculations: (280 hours (year 1) + (3 × 20 hours)
(years 1, 2 and 3)) ÷ 3 = 113.3 hours; ($385,190 (year
1) + (3 × $1,940) (years 1, 2 and 3)) ÷ 3 = $130,336.
9 This estimated burden is based on the estimated
wage rate of $584 per hour for outside legal services
and the following calculation: $584 × 5 fund
complexes = $2,920.

E:\FR\FM\05DEN1.SGM

05DEN1

Federal Register / Vol. 90, No. 232 / Friday, December 5, 2025 / Notices
Dated: December 3, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–22124 Filed 12–4–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–104286; File No. SR–NYSE–
2025–20]

Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Designation of a Longer Period for
Commission Action on Proceedings To
Determine Whether To Approve or
Disapprove a Proposed Rule Change
Amending Section 302.00 of the NYSE
Listed Company Manual To Exempt
Closed-End Funds Registered Under
the Investment Company Act of 1940
From the Requirement To Hold Annual
Shareholder Meetings
December 2, 2025.

On June 6, 2025, the New York Stock
Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Exchange
Act’’) 1 and Rule 19b–4 thereunder,2 a
proposed rule change to amend Section
302.00 of the NYSE Listed Company
Manual (‘‘Manual’’) to exempt closedend funds registered under the
Investment Company Act of 1940
(‘‘1940 Act’’) 3 from the requirement to
hold annual shareholder meetings. The
proposed rule change was published for
comment in the Federal Register on
June 17, 2025.4
On July 25, 2025, pursuant to Section
19(b)(2) of the Exchange 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 disapprove the
proposed rule change.6 On September
10, 2025, the Commission instituted
proceedings under Section 19(b)(2)(B) of
the Act 7 to determine whether to
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 80a–1 et seq.
4 See Securities Exchange Act Release No. 103244
(June 12, 2025), 90 FR 25659 (‘‘Notice’’). Comments
on the proposed rule change are available at:
https://www.sec.gov/comments/sr-nyse-2025-20/
srnyse202520.htm.
5 15 U.S.C. 78s(b)(2).
6 See Securities Exchange Act Release No.
103549, 90 FR 35946 (July 30, 2025). The
Commission designated September 15, 2025, as the
date by which the Commission shall approve or
disapprove, or institute proceedings to determine
whether to disapprove, the proposed rule change.
7 15 U.S.C. 78s(b)(2)(B).

lotter on DSK11XQN23PROD with NOTICES1

2 17

VerDate Sep<11>2014

17:37 Dec 04, 2025

Jkt 268001

approve or disapprove the proposed
rule change.8
Section 19(b)(2) of the Act 9 provides
that, after instituting proceedings, the
Commission shall issue an order
approving or disapproving the proposed
rule change no 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
publishes reasons for such
determination. The proposed rule was
published for comment in the Federal
Register on June 17, 2025. The 180th
day after publication of the proposed
rule change is December 14, 2025. The
Commission is extending the time
period for approving or disapproving
the proposed rule change for an
additional 60 days.
The Commission finds that it is
appropriate to designate a longer period
within which to issue an order
approving or disapproving the proposed
rule change so that it has sufficient time
to consider the proposed rule change
and the issues raised therein.
Accordingly, the Commission, pursuant
to Section 19(b)(2) of the Act,10
designates February 12, 2026, as the
date by which the Commission shall
either approve or disapprove the
proposed rule change (File No. SR–
NYSE–2025–20).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–21983 Filed 12–4–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–104289; File No. SR–MRX–
2025–30]

Self-Regulatory Organizations; Nasdaq
MRX, LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the MRX
Pricing Schedule at Options 7, Section
3
December 2, 2025.

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 November
20, 2025, Nasdaq MRX, LLC (‘‘MRX’’ or
‘‘Exchange’’) 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 the Exchange. 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 the
Exchange’s Pricing Schedule at Options
7, Section 3, Fees and Rebates for
Regular Orders and All Crossing
Orders.3
This fee change shall be effective on
November 13, 2025.
The text of the proposed rule change
is available on the Exchange’s website at
https://listingcenter.nasdaq.com/
rulebook/mrx/rulefilings, and at the
principal office of the Exchange.
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
Exchange 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. The
Exchange 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
MRX proposes to amend the
Exchange’s Pricing Schedule at Options
7, Section 3, Fees and Rebates for
Regular Orders and All Crossing Orders,
to: (1) create a Tier 4 Priority Customer
Maker Rebate; and (2)amend note 7 of
Options 7, Section 3. Each change is
described below.
Today, as set forth in Table 1 of
Options 7, Section 3, the Exchange
offers 4 tiers of Maker Fees and 4 tiers
1 15

8 See

Securities Exchange Act Release No.
103931, 90 FR 44425 (Sept. 15, 2025).
9 15 U.S.C. 78s(b)(2).
10 Id.
11 17 CFR 200.30–3(a)(57).

PO 00000

Frm 00088

Fmt 4703

Sfmt 4703

56211

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 On November 13, 2025, the Exchange filed SR–
MRX–2025–28. On November 20, 2025, the
Exchange withdrew SR–MRX–2025–28 and filed
this proposal.
2 17

E:\FR\FM\05DEN1.SGM

05DEN1