New York Stock Exchange LLC; Order Granting Petition for Review and Scheduling Filing of Statements Regarding an Order Disapproving Proposed Rule Change To Amend Its Rules Establishing Maximum Fee Rates To Be Charged by Member Organizations for Forwarding Proxy and Other Materials to Beneficial Owners, 2189-2190 [2022-00500]

Download as PDF Federal Register / Vol. 87, No. 9 / Thursday, January 13, 2022 / Notices 6. Section 6(c) of the Act provides that the Commission may exempt any person, security or transaction, or any class of persons, securities or transactions, from any provisions of the Act, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Section 17(b) of the Act authorizes the Commission to exempt a proposed transaction from section 17(a) of the Act if evidence establishes that the terms of the transaction, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any person concerned, and the transaction is consistent with the policies of the registered investment company and the general purposes of the Act. Section 12(d)(1)(J) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. Applicants submit that for the reasons stated in the Reference Order the requested relief meets the exemptive standards under sections 6(c), 17(b) and 12(d)(1)(J) of the Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–00598 Filed 1–12–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93933; File No. SR–NYSE– 2021–40] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Adopt on a Permanent Basis the Pilot Program for Market-Wide Circuit Breakers in Rule 7.12 January 7, 2022. I. Introduction On July 2, 2021, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposal to make its rules governing the operation of the MarketWide Circuit Breakers (‘‘MWCB’’) mechanism permanent. The proposed rule change was published for comment in the Federal Register on July 22, 2021.3 On August 27, 2021, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to either approve the proposed rule changes, disapprove the proposed rule changes, or institute proceedings to determine whether to disapprove the proposed change.5 On September 30, 2021, the Commission initiated proceedings to determine whether to approve or disapprove the proposed rule changes.6 The Commission has received no comments on the proposed rule change. Section 19(b)(2) of the Act 7 provide that, after instituting proceedings, the Commission shall issue an order approving or disapproving a proposed rule change not later than 180 days after the date of publication of notice of filing of the proposed rule change.8 The Commission may, however, extend the period for issuing an order approving or disapproving the proposed rule change by not more than 60 days if the Commission determines that a longer period is appropriate and publishes the 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 92428 (July 16, 2021), 86 FR 38776. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 92785A, 86 FR 50202 (September 7, 2021). 6 See Securities Exchange Act Release No. 93212, 86 FR 55066 (October 5, 2021). 7 15 U.S.C. 78s(b)(2). 8 15 U.S.C. 78s(b)(2)(B)(ii)(I). jspears on DSK121TN23PROD with NOTICES1 2 17 that relies on the Order in the future will comply with the terms and conditions of the Order and the terms and conditions of the Reference Order that are incorporated by reference into the Order. VerDate Sep<11>2014 18:18 Jan 12, 2022 Jkt 256001 PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 2189 reasons for such determination.9 The 180th day for the proposed rule change is January 18, 2022. The Commission is extending the 180day time period for Commission action on the proposed rule change. The Commission finds it 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, including the sufficiency of the proposal’s ongoing assessment provisions. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,10 designates March 19, 2022 as the date by which the Commission shall either approve or disapprove the proposed rule change (File No. SR– NYSE–2021–40). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–00491 Filed 1–12–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93934; File No. SR–NYSE– 2020–96] New York Stock Exchange LLC; Order Granting Petition for Review and Scheduling Filing of Statements Regarding an Order Disapproving Proposed Rule Change To Amend Its Rules Establishing Maximum Fee Rates To Be Charged by Member Organizations for Forwarding Proxy and Other Materials to Beneficial Owners January 7, 2022. This matter comes before the Securities and Exchange Commission (‘‘Commission’’) on petition to review the disapproval, pursuant to delegated authority, of the New York Stock Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) proposed rule change (File No. SR– NYSE–2020–96) to amend its rules establishing maximum fee rates to be charged by member organizations for forwarding proxy and other materials to beneficial owners. On December 15, 2020, the Commission issued a notice of filing of the proposed rule change with the Commission pursuant to Section 19(b)(1) of the Securities Exchange Act 9 15 U.S.C. 78s(b)(2)(B)(ii)(II)(aa). U.S.C. 78s(b)(2). 11 17 CFR 200.30–3(a)(57). 10 15 E:\FR\FM\13JAN1.SGM 13JAN1 2190 Federal Register / Vol. 87, No. 9 / Thursday, January 13, 2022 / Notices of 1934 (‘‘Exchange Act’’) 1 and Rule 19b–4 2 thereunder.3 On February 1, 2021, pursuant to Section 19(b)(2) of the Exchange Act,4 a longer time period was designated within which to act on the proposed rule change.5 On March 18, 2021, proceedings were instituted under Section 19(b)(2)(B) of the Exchange Act 6 to determine whether to approve or disapprove the proposed rule change.7 On June 11, 2021, pursuant to Section 19(b)(2) of the Exchange Act,8 a longer time period was designated for Commission action on the proceedings to determine whether to approve or disapprove the proposed rule change.9 On August 18, 2021, after consideration of the record for the proposed rule change, the Division of Trading and Markets (‘‘Division’’), pursuant to delegated authority,10 issued an order disapproving the proposed rule change (‘‘Disapproval Order’’).11 Pursuant to Rule 430 of the Commission’s Rules of Practice,12 on August 25, 2021, the Exchange filed a notice of intention to petition for review of the Disapproval Order, and on September 1, 2021, the Exchange filed a petition for review of the Disapproval Order. Pursuant to Rule 431(e) of the Commission Rules of Practice,13 a notice of intention to petition for review results in an automatic stay of the action by delegated authority. Pursuant to Rule 431 of the Commission’s Rules of Practice,14 the Exchange’s petition for review of the Disapproval Order is granted. Further, the Commission hereby establishes that any party to the action or other person may file a written statement in support of or in opposition to the Disapproval Order on or before February 3, 2022. For the reasons stated above, it is hereby: Ordered that the Exchange’s petition for review of the Division’s action to disapprove the proposed rule change by delegated authority is granted; and 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 90677 (December 15, 2020), 85 FR 83119 (December 21, 2020). 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 91025 (February 1, 2021), 86 FR 8420 (February 5, 2021). 6 15 U.S.C. 78s(b)(2)(B). 7 See Securities Exchange Act Release No. 91359 (March 18, 2021), 86 FR 15734 (March 24, 2021). 8 15 U.S.C. 78s(b)(2). 9 See Securities Exchange Act Release No. 92154 (June 11, 2021), 86 FR 32301 (June 17, 2021). 10 17 CFR 200.30–3(a)(12). 11 See Securities Exchange Act Release No. 92700 (August 18, 2021), 86 FR 47351 (August 24, 2021). 12 17 CFR 201.430. 13 17 CFR 201.431(e). 14 17 CFR 201.431. jspears on DSK121TN23PROD with NOTICES1 2 17 VerDate Sep<11>2014 18:18 Jan 12, 2022 Jkt 256001 It is further ordered that any party or other person may file a statement in support of or in opposition to the action made pursuant to delegated authority on or before February 3, 2022. It is further ordered that the automatic stay of delegated action pursuant to Commission Rule of Practice 431(e) is hereby discontinued. The order disapproving the proposed rule change (File No. SR–NYSE–2020– 96) shall remain in effect. By the Commission. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–00500 Filed 1–12–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–224, OMB Control No. 3235–0217] Proposed Collection; Comment Request; Extension: Rule 17e–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 et seq.) (‘‘Paperwork Reduction Act’’), the Securities and Exchange Commission (the ‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. Rule 17e–1 (17 CFR 270.17e–1) under the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) (the ‘‘Investment Company Act’’) deems a remuneration as ‘‘not exceeding the usual and customary broker’s commission’’ for purposes of Section 17(e)(2)(A) of the Investment Company Act (15 U.S.C. 80a–17(e)(2)(A)) if, among other things, a registered investment company’s (‘‘fund’s’’) board of directors has adopted procedures reasonably designed to provide that the remuneration to an affiliated broker is reasonable and fair compared to that received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time and the board makes and approves such changes as it deems necessary. In addition, each quarter, the board must determine that all transactions effected under the rule PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 during the preceding quarter complied with the established procedures (‘‘review requirement’’). Rule 17e–1 also requires the fund to (i) maintain permanently a written copy of the procedures adopted by the board for complying with the requirements of the rule; and (ii) maintain for a period of six years, the first two in an easily accessible place, a written record of each transaction subject to the rule, setting forth the amount and source of the commission, fee, or other remuneration received; the identity of the broker; the terms of the transaction; and the materials used to determine that the transactions were effected in compliance with the procedures adopted by the board (‘‘recordkeeping requirement’’). The review and recordkeeping requirements under rule 17e–1 enable the Commission to ensure that affiliated brokers receive compensation that does not exceed the usual and customary broker’s commission. Without the recordkeeping requirement, Commission inspectors would have difficulty ascertaining whether funds were complying with rule 17e–1. Based upon an analysis of fund filings on Form N–CEN, approximately 1,640 funds report reliance on rule 17e–1. Based on staff experience and conversations with fund representatives, we estimate that the burden of compliance with rule 17e–1 is approximately 50 hours per fund per year. This time is spent, for example, reviewing the applicable transactions and maintaining records. Accordingly, we calculate the total estimated annual internal burden of complying with the review and recordkeeping requirements of rule 17e–1 to be approximately 82,000 hours.1 We further estimate that, of these: • 60 percent (49,200 hours) are spent by senior accountants, at an estimated hourly wage of $221,2 for a total of approximately $10,873,200 per year; 3 • 30 percent (24,600 hours) are spent by in-house attorneys at an estimated funds × 50 hours per fund = 82,000 hours. Commission’s estimates concerning the allocation of burden hours and the relevant wage rates are based on consultations with industry representatives and on salary information for the securities industry compiled by the Securities Industry and Financial Markets Association. The estimated wage figures are also based on published rates for senior accountants and in-house attorneys, modified to account for an 1800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, and overhead, yielding effective hourly rates of $221 and $425, respectively. See Securities Industry and Financial Markets Association, Report on Management & Professional Earnings in the Securities Industry 2013. 3 49,200 hours × $221 per hour = $10,873,200. 1 1,604 2 The E:\FR\FM\13JAN1.SGM 13JAN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 87, Number 9 (Thursday, January 13, 2022)]
[Notices]
[Pages 2189-2190]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-00500]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93934; File No. SR-NYSE-2020-96]


New York Stock Exchange LLC; Order Granting Petition for Review 
and Scheduling Filing of Statements Regarding an Order Disapproving 
Proposed Rule Change To Amend Its Rules Establishing Maximum Fee Rates 
To Be Charged by Member Organizations for Forwarding Proxy and Other 
Materials to Beneficial Owners

January 7, 2022.
    This matter comes before the Securities and Exchange Commission 
(``Commission'') on petition to review the disapproval, pursuant to 
delegated authority, of the New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') proposed rule change (File No. SR-NYSE-2020-96) to amend 
its rules establishing maximum fee rates to be charged by member 
organizations for forwarding proxy and other materials to beneficial 
owners.
    On December 15, 2020, the Commission issued a notice of filing of 
the proposed rule change with the Commission pursuant to Section 
19(b)(1) of the Securities Exchange Act

[[Page 2190]]

of 1934 (``Exchange Act'') \1\ and Rule 19b-4 \2\ thereunder.\3\ On 
February 1, 2021, pursuant to Section 19(b)(2) of the Exchange Act,\4\ 
a longer time period was designated within which to act on the proposed 
rule change.\5\ On March 18, 2021, proceedings were instituted under 
Section 19(b)(2)(B) of the Exchange Act \6\ to determine whether to 
approve or disapprove the proposed rule change.\7\ On June 11, 2021, 
pursuant to Section 19(b)(2) of the Exchange Act,\8\ a longer time 
period was designated for Commission action on the proceedings to 
determine whether to approve or disapprove the proposed rule change.\9\ 
On August 18, 2021, after consideration of the record for the proposed 
rule change, the Division of Trading and Markets (``Division''), 
pursuant to delegated authority,\10\ issued an order disapproving the 
proposed rule change (``Disapproval Order'').\11\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 90677 (December 15, 
2020), 85 FR 83119 (December 21, 2020).
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 91025 (February 1, 
2021), 86 FR 8420 (February 5, 2021).
    \6\ 15 U.S.C. 78s(b)(2)(B).
    \7\ See Securities Exchange Act Release No. 91359 (March 18, 
2021), 86 FR 15734 (March 24, 2021).
    \8\ 15 U.S.C. 78s(b)(2).
    \9\ See Securities Exchange Act Release No. 92154 (June 11, 
2021), 86 FR 32301 (June 17, 2021).
    \10\ 17 CFR 200.30-3(a)(12).
    \11\ See Securities Exchange Act Release No. 92700 (August 18, 
2021), 86 FR 47351 (August 24, 2021).
---------------------------------------------------------------------------

    Pursuant to Rule 430 of the Commission's Rules of Practice,\12\ on 
August 25, 2021, the Exchange filed a notice of intention to petition 
for review of the Disapproval Order, and on September 1, 2021, the 
Exchange filed a petition for review of the Disapproval Order. Pursuant 
to Rule 431(e) of the Commission Rules of Practice,\13\ a notice of 
intention to petition for review results in an automatic stay of the 
action by delegated authority.
---------------------------------------------------------------------------

    \12\ 17 CFR 201.430.
    \13\ 17 CFR 201.431(e).
---------------------------------------------------------------------------

    Pursuant to Rule 431 of the Commission's Rules of Practice,\14\ the 
Exchange's petition for review of the Disapproval Order is granted. 
Further, the Commission hereby establishes that any party to the action 
or other person may file a written statement in support of or in 
opposition to the Disapproval Order on or before February 3, 2022.
---------------------------------------------------------------------------

    \14\ 17 CFR 201.431.
---------------------------------------------------------------------------

    For the reasons stated above, it is hereby:
    Ordered that the Exchange's petition for review of the Division's 
action to disapprove the proposed rule change by delegated authority is 
granted; and
    It is further ordered that any party or other person may file a 
statement in support of or in opposition to the action made pursuant to 
delegated authority on or before February 3, 2022.
    It is further ordered that the automatic stay of delegated action 
pursuant to Commission Rule of Practice 431(e) is hereby discontinued.
    The order disapproving the proposed rule change (File No. SR-NYSE-
2020-96) shall remain in effect.

    By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-00500 Filed 1-12-22; 8:45 am]
BILLING CODE 8011-01-P

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