Notice2025-11100
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending Section 302.00 of the NYSE Listed Company Manual
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Published
June 17, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 115 (Tuesday, June 17, 2025)</title>
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[Federal Register Volume 90, Number 115 (Tuesday, June 17, 2025)]
[Notices]
[Pages 25659-25663]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-11100]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103244; File No. SR-NYSE-2025-20]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Amending Section 302.00 of the
NYSE Listed Company Manual
June 12, 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 June 6, 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 self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 302.00 of the NYSE Listed
Company Manual (``Manual'') to exempt closed-end funds registered under
the 1940 Act from the requirement to hold annual shareholder meetings.
The proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a>, 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
Closed-end funds (``CEFs'') are a category of investment companies
that are registered under the Investment Company Act of 1940 (``1940
Act'') \4\ and listed by the NYSE under Section 102.04A of the Manual.
Section 302.00 of the Manual provides that companies listing common
stock or voting preferred stock and their equivalents are required to
hold an annual shareholders' meeting for the holders of such securities
during each fiscal year.\5\
[[Page 25660]]
CEFs are presently required to comply with the annual shareholder
meeting requirement. The Exchange now proposes to amend Section 302.00
of the Manual to specify that newly listed CEFs would be exempt from
the annual meeting requirement.\6\ Any CEF listed prior to approval of
the proposal would remain subject to the Exchange's annual meeting
requirement. The Exchange believes that providing an exemption to the
annual shareholder meeting requirement exclusively to newly-listed CEFs
achieves a balance by maintaining existing voting rights for
shareholders in established funds while giving new funds an option to
avoid the potentially costly and detrimental outcomes often associated
with annual shareholder meetings for listed CEFs. Although the proposal
would eliminate the Exchange requirement for annual shareholder
meetings for newly-listed CEFs, new funds would still have the option
to voluntarily include annual meeting requirements in their own bylaws
if they choose to do so.
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\4\ 15 U.S.C. 80a-1 et seq.
\5\ Section 302.00 of the Manual exempts from this requirement
companies whose only securities listed on the Exchange are non-
voting preferred and debt securities, passive business organizations
(such as royalty trusts), or securities listed pursuant to Rule
5.2(j)(2) (Equity Linked Notes), Rule 5.2(j)(3) (Investment Company
Units), Rule 5.2(j)(4) (Index-Linked Exchangeable Notes), Rule
5.2(j)(5) (Equity Gold Shares), Rule 5.2(j)(6) (Equity-Index Linked
Securities, Commodity-Linked Securities, Currency-Linked Securities,
Fixed Income Index-Linked Securities, Futures-Linked Securities and
Multifactor Index-Linked Securities), Rule 5.2(j)(8) (Exchange-
Traded Fund Shares), Rule 8.100 (Portfolio Depositary Receipts),
Rule 8.200 (Trust Issued Receipts), Rule 8.201 (Commodity-Based
Trust Shares), Rule 8.202 (Currency Trust Shares), Rule 8.203
(Commodity Index Trust Shares), Rule 8.204 (Commodity Futures Trust
Shares), Rule 8.300 (Partnership Units), Rule 8.400 (Paired Trust
Shares), Rule 8.600 (Managed Fund Shares), Rule 8.601 (Active Proxy
Portfolio Shares), Rule 8.700 (Managed Trust Securities), and 8.900
(Managed Portfolio Shares).
\6\ The Exchange previously submitted a similar proposed rule
change that proposed to exempt all closed-end funds from the annual
shareholder meeting requirement. See Securities Exchange Act No.
100460 (July 3, 2024) 89 FR 56447 (July 9, 2024) (SR-NYSE-2024-35)
(Notice of Filing of 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) (the ``Prior
Proposal''). The Commission issued an order instituting proceedings
to determine whether to approve or disapprove the Prior Proposal,
but the Exchange ultimately withdrew the Prior Proposal before the
Commission issued a final order. See Securities Exchange Act Nos.
101257 (October 4, 2024), 89 FR 82277 (October 10, 2024) (Order
Instituting Proceedings To Determine Whether To Approve or
Disapprove a Proposed Rule Amend 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) (the ``Prior Proposal OIP''); 102324 (February
3, 2025) 90 FR 9176 (February 7, 2025) (Notice of Withdrawal of a
Proposed Rule Change to Amend 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).
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The Exchange notes that, in addition to the listing under Section
102.04A of the Manual of CEFs registered under the 1940 Act, the
Exchange also lists under Section 102.04B of the Manual business
development companies (``BDCs''). A BDC is a closed-end management
investment company that is registered under the Exchange Act and that
has filed an election to be treated as a business development company
under the 1940 Act. The Exchange does not at this time propose to
provide an exemption from the annual meeting requirement of Section
302.00 to BDCs.
Background
The Exchange notes that there are significant differences between
CEFs and listed operating companies that justify exempting CEFs from
the Exchange's annual meeting requirement. In particular, the Exchange
notes that the 1940 Act includes specific requirements with respect to
the election of directors by CEF shareholders, while there is no such
requirement under federal law for listed operating companies.
Specifically, Section 16(a) of the 1940 Act \7\ specifies the right of
CEF shareholders to elect directors as follows:
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\7\ 15 U.S.C. 80a-16(a).
No person shall serve as a director of a registered investment
company unless elected to that office by the holders of the
outstanding voting securities of such company, at an annual or a
special meeting duly called for that purpose; except that vacancies
occurring between such meetings may be filled in any otherwise legal
manner if immediately after filling any such vacancy at least two-
thirds of the directors then holding office shall have been elected
to such office by the holders of the outstanding voting securities
of the company at such an annual or special meeting. In the event
that at any time less than a majority of the directors of such
company holding office at that time were so elected by the holders
of the outstanding voting securities, the board of directors or
proper officer of such company shall forthwith cause to be held as
promptly as possible and in any event within sixty days a meeting of
such holders for the purpose of electing directors to fill any
existing vacancies in the board of directors unless the Commission
shall by order extend such period. The foregoing provisions of this
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subsection shall not apply to members of an advisory board.
The Exchange also notes that the 1940 Act requires that directors
who are not ``interested persons'' \8\ (``1940 Act Interested
Persons'') must comprise at least 40% of an investment company's
board.\9\ In the Exchange's experience, a large majority of listed CEFs
exceed this requirement by having boards on which more than 50% of
members are not 1940 Act Interested Persons.
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\8\ The term ``interested person'' is defined in Section
2(a)(19) of the 1940 Act.
\9\ 15 U.S.C. 80a-2(a)(19).
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In addition to the director election provisions described above,
the 1940 Act requires that a majority of directors who are not 1940 Act
Interested Persons approve significant actions, such as approval of the
investment advisory agreement between a CEF and its investment
advisor.\10\ Specifically, the following types of actions require
approval of a majority of a CEF's directors who are not 1940 Act
Interested Persons: approval of advisory agreements; \11\ approval of
underwriting agreements; \12\ selection of independent public
accountant; \13\ acquisition of securities by a CEF from an
underwriting syndicate of which the CEF's advisor or certain other
affiliates are members; \14\ the purchase or sale of securities between
CEFs that have the same investment advisor; \15\ mergers or asset
acquisitions involving CEFs that have the same investment advisor; \16\
use of an affiliate broker-dealer to effect portfolio transactions on a
national securities exchange; \17\ and approval of the CEF's fidelity
bond coverage.\18\
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\10\ See Section 15 of the 1940 Act. 15 U.S.C. 80a-15.
\11\ Ibid.
\12\ Ibid.
\13\ See Section 32 of the 1940 Act. 15 U.S.C. 80a-32.
\14\ See 1940 Act Rule 10f-3(h).
\15\ See 1940 Act Rule 17a-7(e).
\16\ See 1940 Act Rule 17a-8(e).
\17\ See 1940 Act Rule 17e-1(b).
\18\ See 1940 Act Rule 17g-1(d).
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There are also a number of material matters with respect to which
the 1940 Act requires registered investment companies, including CEFs,
to obtain shareholder approval. These matters include: a new investment
management agreement or a material amendment to an investment
management agreement; \19\ a change from closed-end to open-end status
or vice versa; \20\ a change from diversified company to non-
diversified company; \21\ a change in a policy with respect to
borrowing money, issuing senior securities; underwriting securities
that other persons issue, purchasing or selling real estate or
commodities or making loans to other persons, except in each case in
accordance with the recitals of policy contained in its registration
statement in respect thereto; \22\ a deviation from a policy in respect
of concentration of
[[Page 25661]]
investments in any particular industry or fundamental investment
policy; \23\ and a change in the nature of the investment company's
business so as to cease to be an investment company.\24\
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\19\ See U.S.C. 80a-15.
\20\ See U.S.C. 80a-13.
\21\ Ibid.
\22\ Ibid.
\23\ Ibid.
\24\ Ibid.
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In light of the above-described significant statutory protections
under the 1940 Act provided to the shareholders of CEFs, for which
there are no parallel legal protections for the shareholders of public
operating companies, the Exchange believes that it is appropriate to
exempt CEFs from the annual shareholder meeting requirements of Section
302.00 of the Manual.
Policy Considerations
The Exchange notes that all of the categories of investment
companies for which the Exchange has listing standards other than CEFs
are already explicitly exempt from the annual shareholder meeting
requirement of Section 302.00 of the Manual. In the Prior Proposal OIP,
the Commission indicated that the structural differences between
exchange-traded funds (``ETFs''), which are exempt from the Exchange's
annual meeting requirement, and CEFs could potentially create unique
investor protection issues for CEF shareholders if their annual meeting
rights were eliminated--concerns that might not exist for ETF
shareholders.\25\ This distinction stems primarily from the fact that
CEFs frequently trade at market prices below their net asset value
(``NAV'') per share, commonly referred to as trading at a ``discount.''
\26\
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\25\ See Prior Proposal OIP at 9.
\26\ Ibid.
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The Exchange believes that the argument that retail investors seek
to exit their investment at NAV incorrectly assumes that investors
purchased shares of a CEF with that expectation. This assumption is
contradicted by actual investor behavior, as many investors
deliberately purchase listed CEFs on the secondary market when they are
trading at a discount to NAV.\27\ Listed CEFs provide retail investors
access to less-liquid investments through a retail-focused wrapper with
1940 Act protections. These funds may trade at premiums or discounts
for various reasons unrelated to management quality. Academic research
suggests that discounts may reflect several factors, including: the
uncapitalized expenses and time value required to liquidate less liquid
portfolios and unwind leveraged positions, investor sentiment
fluctuations, or potential tax liabilities from unrealized capital
gains.\28\ The fact that most listed CEFs generally trade at a discount
demonstrates that such discounts are an operational characteristic,
rather than a flaw, of the listed CEF structure. For many investors,
these discounts represent buying opportunities, allowing them to
acquire shares or reinvest dividends below NAV, which boosts their
dividend yield and potential total return.\29\ Indeed, data from
approximately 3.6 million CEF-owning households in 2024 shows that
eight out of ten are pleased to reinvest dividends when a CEF they own
trades at a discount, and seven out of ten consider buying additional
shares under these circumstances.\30\ This purchasing and reinvestment
behavior at discount prices clearly indicates that many shareholders
invest in CEFs primarily for yield and distributions rather than any
expectation of exiting at NAV. Furthermore, the CEF structure allows
for the possibility of trading at a premium to NAV, potentially
enabling exits above NAV.
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\27\ See Section 1 of the letter from ICI dated October 31,
2024, regarding SR-NYSE-2024-355 (``Second ICI Letter'').
\28\ Ibid. See also cf., Martin Cherkes, Jacob Sagi, and Richard
Stanton, A Liquidity-Based Theory of Closed-End Funds, The Review of
Financial Studies, Vol. 22, Issue 1 at 257-97 (Jan. 2009) (``This
paper develops a rational, liquidity-based model of closed-end funds
(CEFs) that provides an economic motivation for the existence of
this organizational form: They offer a means for investors to buy
illiquid securities, without facing the potential costs associated
with direct trading and without the externalities imposed by an
open-end fund structure. Our theory predicts the . . . observed
behavior of the CEF discount, which results from a tradeoff between
the liquidity benefits of investing in the CEF and the fees charged
by the fund's managers.'').
\29\ See Section 1 of the Second ICI Letter. See also Catherine
Gillis, Are Discounts Really a Problem?, Morningstar Closed-End
Funds (Mar. 13, 1992) (``The funds' inclination to trade at premiums
and more often than not, at discounts to their net asset values, has
yielded many profit opportunities to astute investors[.]'').
\30\ See Section 1 of the Second ICI Letter at footnote 15.
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Importantly, to the extent there are reasons that a CEF is trading
at a discount for non-market driven reasons Congress delineated a
function in the 1940 Act to oversee discount management: Independent
directors of the CEF. Independent Directors monitor a CEF discount and
can--and have--enacted changes if the fund is trading at a discount for
reasons unrelated to market conditions.\31\ For example, several boards
have pursued liquidations, discount management programs, and/or share
buy-back programs on their own volition. Independent directors are the
congressionally mandated oversight to monitor discounts thus rendering
the annual meeting requirement superfluous for any discount management
reason.
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\31\ See Section 4 of the letter from ICI dated January 24,
2025, regarding SR-NYSE-2024-35 (``Third ICI Letter'').
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Retail Shareholder Engagement in Annual Shareholder Meeting
According to data presented by the Investment Company Institute
(``ICI''), retail shareholders show minimal participation in annual
meetings.\32\ When retail investors do engage with proxy materials and
cast votes, they predominantly support existing management rather than
activist agendas. This evidence suggests that eliminating the annual
meeting requirement would not significantly disadvantage retail
shareholders, as their participation is already limited, and when they
do participate, they typically endorse the fund's current investment
approach, management team, and board structure.\33\
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\32\ See Section 2 of the Second ICI Letter.
\33\ Ibid.
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Removes the Harms of Activism
Despite the benefits CEFs provide to long-term retail investors,
activist entities have increasingly targeted these funds using discount
arbitrage strategies.\34\ Specifically, following periods of
significant market volatility when CEFs trade at wider discounts,
activist investors can establish relatively small positions yet wield
disproportionate influence to implement strategies that undermine
protections the 1940 Act was designed to create.
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\34\ See section 4.3 of the letter from ICI, dated July 30,
2024, regarding SR-NYSE-2024-35 (the ``First ICI Letter'').
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This activity has not only caused the specific harms that the 1940
Act sought to prevent but has contributed to a significant decline in
the number of listed Closed-End Funds available to investors.\35\ There
were zero listed Closed-End Fund initial public offerings (``IPOs'') in
2023 and only three listed Closed-End Fund IPOs in 2024. Yet, launches
of ETFs and unlisted CEFs, where activism is not an issue because there
is no annual meeting requirement, boomed in both years. The Exchange
believes that removing the annual meeting requirement for newly-listed
CEFs will remove the activist threat and generate capital formation by
re-opening the listed CEF IPO market.
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\35\ See section 4.3 of the First ICI Letter and figure 6 of the
Second ICI Letter.
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[[Page 25662]]
Preserves Existing Shareholder Rights
Not only will the removal of the annual shareholder meeting
requirement for newly-listed CEFs provide benefits to shareholders, the
proposal would not eliminate any existing rights since it only affects
future closed-end funds that list after implementation. Since these
funds haven't been created yet and no investors have purchased shares
in them, no current shareholders would lose any voting privileges they
currently possess.\36\ Furthermore, eliminating the exchange listing
requirement for annual meetings doesn't prohibit newly-listed CEFs from
holding them as funds would still have the option to hold annual
meetings through their own bylaws if they choose to do so.
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\36\ An existing CEF that merges or reorganizes into a new CEF
will be subject to the by-laws and listing standards applicable to
the new fund.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\37\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\38\ in particular, because it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, 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
and because it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\37\ 15 U.S.C. 78f(b).
\38\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed exemption of newly-listed
CEFs from the annual shareholder meeting requirement of Section 302.00
of the Manual is consistent with the protection of investors and the
public interest because of the provisions in the 1940 Act providing
significant protection of CEF shareholders, including by requiring: (i)
the election of directors by the CEF's shareholders when the number of
1940 Act Interested Persons on the board exceed specified levels; (ii)
the approval of certain specified material matters by a majority of the
directors who are not 1940 Act Interested Persons; and (ii) the
approval of certain specified material matters by the shareholders. In
addition, newly-listed CEFs would retain the flexibility to voluntarily
incorporate annual meeting provisions into their organizational bylaws
should they elect to do so.
The Exchange believes that by applying the proposed exemption
exclusively to newly-listed CEFs, the proposal ensures no existing
shareholders lose any voting privileges they currently possess. This
forward-looking approach means current investors in existing CEFs
maintain all their rights, while future investors will enter new funds
with full knowledge of the governance structure, enabling informed
investment decisions.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that the proposal will not impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of the Act.
The Exchange believes that the proposal will not impose a burden on
either intramarket or intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The proposed
rule change is designed to permit newly-listed CEFs to rely on the
shareholder voting requirements under the 1940 Act rather than
complying with the annual meeting requirement of Section 302.00 of the
Manual. As all similarly situated CEFs listed on the NYSE would be
treated the same under the proposed amended rule, the Exchange does not
believe that the proposal would impose any burden on intramarket
competition. Any other market that lists CEFs could seek to amend its
own annual meeting requirements applicable to CEFs and, as such, the
Exchange does not believe that the proposal places any undue burden on
intermarket competition.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#1e6c6b727b337d7173737b706a6d5e6d7b7d30797168"><span class="__cf_email__" data-cfemail="1163647d743c727e7c7c747f6562516274723f767e67">[email protected]</span></a>. Please include
file number SR-NYSE-2025-20 on the subject line.
Paper Comments
<bullet> 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-NYSE-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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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
a.m. and 3 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-NYSE-2025-20 and should be
submitted on or before July 8, 2025.
[[Page 25663]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\39\
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\39\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-11100 Filed 6-16-25; 8:45 am]
BILLING CODE 8011-01-P
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