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

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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&#160;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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