Federal Register 30 Day Notice

Federal Register / Vol. 90, No. 167 / Tuesday, September 2, 2025 / Notices
Exchange. The Exchange believes that
the proposed rule change will attract
additional displayed liquidity to the
Exchange and, to the extent it is
successful in doing so, will benefit all
market participants, thereby supporting
the purposes of the Act to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system, and in
general, to protect investors and the
public interest. In addition, as noted
above, the proposal would not
otherwise alter Reserve Order
functionality. Moreover, the proposal to
permit entry of a mixed lot sized
displayed quantity for a Reserve Order
is consistent with the rules of other
equities exchanges that offer a reserve
order,7 and thus the Exchange does not
believe that the proposed rule change
raises any new or novel issues not
previously considered by the
Commission.

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B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. On the
contrary, the proposal is designed to
enhance the Exchange’s competitiveness
by enabling it to offer reserve order
functionality substantially similar to
that offered by other equity exchanges.
As discussed above, the proposal is
designed to incentivize the entry of
additional liquidity providing orders on
the Exchange by offering the flexibility
of using a mixed lot displayed quantity.
The Exchange believes that the
proposed rule change will enhance its
ability to compete with other exchanges
that already offer this flexibility and
thereby attract more Reserve Orders to
the Exchange, to the benefit of all
market participants. The Exchange also
does not believe that the proposed rule
change will impose any burden on
intramarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. All member
organizations will remain eligible to use
the Reserve Order on an equal and nondiscriminatory basis. Moreover, the
proposal would provide potential
benefits to all member organizations to
the extent that there is more liquidity
available on the Exchange as a result of
the increased use of Reserve Orders.

7 See

note 5, supra.

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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.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 8 and Rule
19b–4(f)(6) thereunder.9 Because the
proposed rule change does not: (i)
significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.10
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) 11 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
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
8 15

U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
10 17 CFR 240.19b–4(f)(6)(iii). In addition, Rule
19b–4(f)(6) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change at least five business
days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Exchange has satisfied this
requirement.
11 15 U.S.C. 78s(b)(2)(B).
9 17

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• Send an email to rule-comments@
sec.gov. Please include file number SR–
NYSENAT–2025–20 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.
All submissions should refer to file
number SR–NYSENAT–2025–20. 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–NYSENAT–2025–20
and should be submitted on or before
September 23, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–16705 Filed 8–29–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0563]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 17a–10
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.) (‘‘PRA’’) the
Securities and Exchange Commission
(SEC or ‘‘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 17(a) of the Investment
Company Act of 1940 (15 U.S.C. 80a–1
12 17

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CFR 200.30–3(a)(12).

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Federal Register / Vol. 90, No. 167 / Tuesday, September 2, 2025 / Notices

et seq.) (the ‘‘Act’’), generally prohibits
affiliated persons of a registered
investment company (‘‘fund’’) from
borrowing money or other property
from, or selling or buying securities or
other property to or from, the fund or
any company that the fund controls.1
Section 2(a)(3) of the Act defines
‘‘affiliated person’’ of a fund to include
its investment advisers.2 Rule 17a–10
(17 CFR 270.17a–10) permits (i) a
subadviser 3 of a fund to enter into
transactions with funds the subadviser
does not advise but that are affiliated
persons of a fund that it does advise
(e.g., other funds in the fund complex),
and (ii) a subadviser (and its affiliated
persons) to enter into transactions and
arrangements with funds the subadviser
does advise, but only with respect to
discrete portions of the subadvised fund
for which the subadviser does not
provide investment advice.
To qualify for the exemptions in rule
17a–10, the subadvisory relationship
must be the sole reason why section
17(a) prohibits the transaction. In
addition, the advisory contracts of the
subadviser entering into the transaction,
and any subadviser that is advising the
purchasing portion of the fund, must
prohibit the subadvisers from consulting
with each other concerning securities
transactions of the fund, and limit their
responsibility to providing advice with
respect to discrete portions of the fund’s
portfolio.4 This requirement regarding
the prohibitions and limitations in
advisory contracts of subadvisors
relying on the rule constitutes a
collection of information under the
PRA.5
The staff assumes that all existing
funds with subadvisory contracts
amended those contracts to comply with
the adoption of rule 17a–10 in 2003,
which conditioned certain exemptions
upon these contractual alterations, and
therefore there is no continuing burden
for those funds.6 However, the staff
assumes that all newly formed
subadvised funds, and funds that enter
into new contracts with subadvisers,
will incur the one-time burden by
1 15

U.S.C. 80a–17(a).
U.S.C. 80a–2(a)(3)(E).
3 As defined in rule 17a–10(b)(2). 17 CFR
270.17a–10(b)(2).
4 17 CFR 270.17a–10(a)(2).
5 44 U.S.C. 3501.
6 Transactions of Investment Companies With
Portfolio and Subadviser Affiliates, Investment
Company Act Release No. 25888 (Jan. 14, 2003) [68
FR 3153, (Jan. 22, 2003)]; we assume that funds
formed after 2003 that intended to rely on rule 17a–
10 would have included the required provision as
a standard element in their initial subadvisory
contracts.

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amending their contracts to add the
terms required by the rule.
Based on an analysis of fund filings,
the staff estimates that approximately 49
funds enter into new subadvisory
agreements each year.7 Based on
discussions with industry
representatives, the staff estimates that
it will require approximately 3 attorney
hours to draft and execute additional
clauses in new subadvisory contracts in
order for funds and subadvisers to be
able to rely on the exemptions in rule
17a–10. Because these additional
clauses are identical to the clauses that
a fund would need to insert in their
subadvisory contracts to rely on rules
10f–3 (17 CFR 270.10f–3), 12d3–1 (17
CFR 270.12d3–1), and 17e–1 (17 CFR
270.17e–1), and because we believe that
funds that use one such rule generally
use all of these rules, we apportion this
3 hour time burden equally among all
four rules. Therefore, we estimate that
the burden allocated to rule 17a–10 for
this contract change would be 0.75
hours.8 Assuming that all 49 funds that
enter into new subadvisory contracts
each year make the modification to their
contract required by the rule, we
estimate that the rule’s contract
modification requirement will result in
37 burden hours annually, with an
associated cost of approximately
$18,907.9
The estimate of average burden hours
is made solely for the purposes of the
PRA. The estimate is not derived from
a comprehensive or even a
representative survey or study of the
costs of Commission rules. Complying
with this collection of information
requirement is necessary to obtain the
benefit of relying on rule 17a–10.
Responses will not be kept confidential.
7 Based on filings by registrants on Form N–1A
and Form N–2 on Form N–CEN through March 14,
2025, there are 12,928 registered funds (open-end
funds, closed-end funds, and exchange-traded
funds), 5,272 funds of which have subadvisory
relationships (approximately 41%); 49 new funds
registered on Form N–1A or Form N–2 were
established in 2024 by registrants with subadvisory
relationships.
8 This estimate is based on the following
calculation: (3 hours ÷ 4 rules = 0.75 hours).
9 These estimates are based on the following
calculations: (0.75 hours × 49 funds = 37 burden
hours); ($511 per hour × 37 hours = $18,907 total
cost); the Commission’s estimates concerning the
wage rates for attorney time are based on salary
information for the securities industry compiled by
the Securities Industry and Financial Markets
Association; the estimated wage figure is based on
published rates for in-house attorneys, modified to
account for a 1,800-hour work-year and inflation,
and adjusted to account for bonuses, firm size,
employee benefits, and overhead, yielding an
effective hourly rate of $511; see Securities Industry
and Financial Markets Association, Report on
Management & Professional Earnings in the
Securities Industry 2013.

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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=202504-3235-023
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
October 3, 2025.
Dated: August 27, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–16707 Filed 8–29–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103786; File No. SR–
NYSEARCA–2025–64]

Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend Rule 7.31–
E(d)(1)(A)
August 27, 2025.

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 August
22, 2025, NYSE Arca, Inc. (‘‘NYSE
Arca’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
1 15

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

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