14312 Federal Register / Vol. 87, No. 49 / Monday, March 14, 2022 / Notices 

16See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

17NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. 

Cir. 2010) (quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74782– 

83 (December 9, 2008) (SR–NYSEArca-2006–21)). 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f). 20 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

investors and listed companies.’’ 16 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’.17 Accordingly, the 

Exchange does not believe its proposed 

fee changes imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 18 and paragraph (f) of Rule 

19b–4 19 thereunder. At any time within 

60 days of the filing of the 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 will institute proceedings 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CboeBZX–2022–011 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–CboeBZX–2022–011. 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 (http://www.sec.gov/ 

rules/sro.shtml). 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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeBZX–2022–011 and 

should be submitted on or before April 

4, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05246 Filed 3–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94378; File No. SR–NYSE– 

2022–12] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Sections 902.03 and 902.11 of the 

NYSE Listed Company Manual To 

Establish Fees for the Listing of Rights 

March 8, 2022. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on February 

25, 2022, 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 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 

Sections 902.03 and 902.11 of the NYSE 

Listed Company Manual (the ‘‘Manual’’) 

to establish fees for the listing of rights 

and to remove rule text that is no longer 

applicable. The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, 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. 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 49 / Monday, March 14, 2022 / Notices 14313 

4See Securities Exchange Act Release No. 94075 

(January 27, 2022); 87 FR 5915 (February 2, 2022) 

(SR–NYSE–2022–03). 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(4). 

7 15 U.S.C. 78f(b)(5). 

8Release No. 34–51808 (June 9, 2005); 70 FR 

37496 (June 29, 2005). 

9See Regulation NMS, 70 FR at 37499. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange recently adopted a new 

listing standard to provide for the listing 

of rights (See Section 703.12(II) of the 

Manual).4 The Exchange now proposes 

to adopt fees for listed rights. 

The Exchange proposes to adopt a fee 

schedule for listed rights equivalent to 

that currently applicable to listed 

warrants. Both types of securities 

represent the right to acquire shares of 

a listed equity security at a future time. 

The distinction is that, unlike warrants, 

rights are generally distributed without 

charge to all of the holders of a class of 

existing listed securities. Given the 

similarities, the Exchange anticipates 

that the resources devoted to the listing 

and regulation of rights will be 

substantially the same as is already the 

case for listed warrants. As such, the 

Exchange proposes to apply the same 

fee schedule to listed rights as it 

currently applies to warrants under 

Section 902.03 of the Manual. In 

connection with the listing of a class of 

warrants, Section 902.03 provides for a 

fee of $0.004 per warrant. Section 

902.03 provides that listed warrants are 

subject to annual fees at a rate of 

$0.0017 per warrant, subject to a 

minimum annual fee of $5,000 per 

series of warrants. While the 

aforementioned fees currently apply to 

listed warrants, there are specific 

provisions for warrants of two types of 

issuers—foreign issuers and Acquisition 

Companies. As described below, the 

Exchange proposes to apply the same 

fees for rights associated with those 

types of companies. 

Section 902.03 includes text that 

describes fees for warrants issued by 

foreign companies, where the common 

equity securities into which the 

warrants are exercisable trade in the 

form of American Depositary Receipts 

on the Exchange. Specifically, Section 

902.03 provides that, where a listed 

company’s primary listed security is an 

ADR and it lists warrants that are 

exercisable into the equity securities 

underlying such ADRs, it will be 

charged: (i) Initial listing fees for the 

warrants adjusted to reflect the 

maximum number of ADRs that could 

be created upon exercise of such 

warrants; and (ii) annual fees for the 

outstanding warrants adjusted to reflect 

the maximum number of ADRs that 

could be created upon exercise of such 

warrants. The Exchange proposes to 

apply these same provisions to rights 

issued by a foreign company where the 

company’s primary listed security is an 

ADR and it lists rights that are 

exercisable into the equity securities 

underlying such ADRs. 

Section 902.11 sets forth the fees 

applicable to Acquisition Companies 

(i.e., Special Purpose Acquisition 

Companies or ‘‘SPACs’’) listed under 

Section 102.06 of the Manual. SPACs 

typically sell units in their initial public 

offering consisting of a common share 

and one or more warrants (or a fraction 

of a warrant). Under Section 902.11, a 

listed Acquisition Company is subject to 

a flat annual fee of $85,000, covering 

both its common shares and its 

warrants. The Exchange proposes to 

amend this provision to specify that the 

flat annual fee also covers any rights 

issued by the Acquisition Company. 

The Exchange also proposes to delete 

rule text from both Section 902.03 and 

Section 902.11 regarding fees that were 

in effect for calendar years prior to 2022 

but are no longer in effect, as this rule 

text is now irrelevant. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,5 in general, and 

furthers the objectives of Section 

6(b)(4) 6 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with Section 6(b)(5) 

of the Act,7 in that it is designed 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 is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange operates in a highly 

competitive marketplace for the listing 

of the various categories of securities, 

including the rights affected by the 

proposed fees. The Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS,8 the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 9

The Exchange believes that the evershifting market share among the 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Accordingly, competitive 

forces constrain exchange listing fees. 

Stated otherwise, changes to exchange 

listing fees can have a direct effect on 

the ability of an exchange to compete for 

new listings and retain existing listings. 

As discussed above, rights are very 

similar in their structure to warrants. 

And the Exchange anticipates devoting 

substantially the same resources to the 

listing of a series of rights as it does to 

the listing of a series of warrants. 

Therefore, the Exchange believes that it 

is reasonable and represents an 

equitable allocation of its fees among 

market participants to apply to listed 

rights the existing fees currently charged 

to issuers of listed warrants. 

The Exchange believes that the 

proposal is not unfairly discriminatory 

because the same fee schedule will 

apply to all issuers of listed rights. In 

addition, rights have substantial 

structural similarities to warrants and 

the Exchange believes it is therefore 

appropriate to apply the same fee 

schedule to the two classes of securities. 

Conversely, rights are not similar in 

nature to any other class of securities 

listed on the Exchange, so the Exchange 

does not believe it is unfairly 

discriminatory to charge different fees 

for the listed rights than for any other 

class of listed securities other than 

warrants. Further, the Exchange 

operates in a competitive environment 

and its fees are constrained by 

competition in the marketplace. Other 

national securities exchanges currently 

list rights, and if a company believes 

that the Exchange’s fees are 

unreasonable it can decide either not to 

list its rights or to list them on an 

alternative venue. 

The Exchange believes that the 

proposal to charge listing fees for rights 

on an ADR-equivalent basis is equitable 

and not unfairly discriminatory because 


jspears on DSK121TN23PROD with NOTICES1
14314 Federal Register / Vol. 87, No. 49 / Monday, March 14, 2022 / Notices 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(2). 

12 15 U.S.C. 78s(b)(2)(B). 

it would remove the anomalous 

outcome that a company whose listed 

ADRs represent multiple underlying 

common shares would otherwise be 

required to pay higher fees for the 

listing of rights exercisable into its listed 

equity securities than are paid by a 

company whose common stock is listed 

directly or whose listed ADRs represent 

a single common share. 

The Exchange recognizes that the 

proposal would result in a differential 

treatment of rights issued by companies 

with ADRs listed on the Exchange from 

that of other issuers of rights, leading to 

lower bills in many cases for the 

companies with listed ADRs. However, 

the Exchange notes that companies with 

listed ADRs that represent multiple 

underlying shares (or fractional shares) 

face unique circumstances when 

deciding how to structure their rights. If 

those companies want to market their 

rights in both their home market and the 

United States, there are clear advantages 

to the company and its investors if the 

same security is issued in both markets. 

In particular, issuing the same security 

avoids pricing confusion and, by 

ensuring complete fungibility, facilitates 

the movement of rights between the two 

markets in aftermarket trading. As the 

ADRs would not be traded in the home 

market and might not be properly 

understood by investors there, it is clear 

why a company would make the 

decision to issue rights to purchase a 

single common share in both markets 

rather than issuing rights to purchase 

ADRs in the US market and rights to 

purchase a single share in the home 

market. While other categories of listed 

companies may also sometimes choose 

to issue rights that are exercisable for 

multiple listed common shares or a 

fraction of a common share, their 

reasons for doing so are not the same 

unique market structural reasons that 

cause foreign companies to do so when 

their listed equity security is an ADR. 

Consequently, while the proposal does 

result in a different treatment of foreign 

companies with listed ADRs in a very 

limited circumstance, the Exchange 

believes that this proposed difference in 

treatment is not unfairly discriminatory. 

The Exchange also notes that foreign 

companies with listed ADRs would not 

always pay lower fees on rights if this 

proposal was adopted. Rather, the issuer 

would always pay fees on an ADRequivalent basis, which would result in 

lower fees if the listed ADR represents 

multiple common shares and higher fees 

if it represents a fractional common 

share. 

The changes the Exchange proposes to 

make to Sections 902.02 and 902.11 to 

remove provisions that are no longer 

needed, as they do not apply by their 

terms to any calendar year starting after 

January 1, 2022, are non-substantive in 

nature. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

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. The 

proposed rule change is designed to 

ensure that the fees charged by the 

Exchange accurately reflect the services 

provided and benefits realized by listed 

companies. The market for listing 

services is extremely competitive. Each 

listing exchange has a different fee 

schedule that applies to issuers seeking 

to list securities on its exchange. Issuers 

have the option to list their securities on 

these alternative venues based on the 

fees charged and the value provided by 

each listing. Because issuers have a 

choice to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed fee changes impose a burden 

on competition. 

Intramarket Competition 

The proposed amended fees will be 

charged to all listed issuers on the same 

basis. The Exchange does not believe 

that the proposed fees will have any 

meaningful effect on the competition 

among issuers listed on the Exchange. 

Intermarket Competition 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees in response, 

and because issuers may change their 

chosen listing venue, the Exchange does 

not believe its proposed fee change can 

impose any 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 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 10 of the Act and 

subparagraph (f)(2) of Rule 19b–4 11

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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) 12 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2022–12 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–NYSE–2022–12. 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 (http://www.sec.gov/ 

rules/sro.shtml). 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 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 49 / Monday, March 14, 2022 / Notices 14315 

13 17 CFR 200.30–3(a)(12). 

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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2022–12 and should 

be submitted on or before April 4, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05248 Filed 3–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–188, OMB Control No. 

3235–0212] 

Proposed Collection; Comment 

Request; Extension: Rule 12b–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.), 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 12b–1 under the Investment 

Company Act of 1940 (17 CFR 270.12b– 

1) permits a registered open-end 

investment company (‘‘fund’’) to bear 

expenses associated with the 

distribution of its shares, provided that 

the fund complies with certain 

requirements, including, among other 

things, that it adopt a written plan 

(‘‘rule 12b–1 plan’’) and that it preserves 

in writing any agreements relating to the 

rule 12b–1 plan. The rule in part 

requires that (i) the adoption or material 

amendment of a rule 12b–1 plan be 

approved by the fund’s directors, 

including its independent directors, 

and, in certain circumstances, its 

shareholders; (ii) the board review 

quarterly reports of amounts spent 

under the rule 12b–1 plan; and (iii) the 

board, including the independent 

directors, consider continuation of the 

rule 12b–1 plan and any related 

agreements at least annually. Rule 12b– 

1 also requires funds relying on the rule 

to preserve for six years, the first two 

years in an easily accessible place, 

copies of the rule 12b–1 plan and any 

related agreements and reports, as well 

as minutes of board meetings that 

describe the factors considered and the 

basis for adopting or continuing a rule 

12b–1 plan. 

Rule 12b–1 also prohibits funds from 

paying for distribution of fund shares 

with brokerage commissions on their 

portfolio transactions. The rule requires 

funds that use broker-dealers that sell 

their shares to also execute their 

portfolio securities transactions, to 

implement policies and procedures 

reasonably designed to prevent: (i) The 

persons responsible for selecting brokerdealers to effect transactions in fund 

portfolio securities from taking into 

account broker-dealers’ promotional or 

sales efforts when making those 

decisions; and (ii) a fund, its adviser, or 

its principal underwriter, from entering 

into any agreement under which the 

fund directs brokerage transactions or 

revenue generated by those transactions 

to a broker-dealer to pay for distribution 

of the fund’s (or any other fund’s) 

shares. 

The board and shareholder approval 

requirements of rule 12b–1 are designed 

to ensure that fund shareholders and 

directors receive adequate information 

to evaluate and approve a rule 12b–1 

plan and, thus, are necessary for 

investor protection. The requirement of 

quarterly reporting to the board is 

designed to ensure that the rule 12b–1 

plan continues to benefit the fund and 

its shareholders. The recordkeeping 

requirements of the rule are necessary to 

enable Commission staff to oversee 

compliance with the rule. The 

requirement that funds or their advisers 

implement, and fund boards approve, 

policies and procedures in order to 

prevent persons charged with allocating 

fund brokerage from taking distribution 

efforts into account is designed to 

ensure that funds’ selection of brokers to 

effect portfolio securities transactions is 

not influenced by considerations about 

the sale of fund shares. 

Commission staff estimates that there 

are approximately 6,358 funds (for 

purposes of this estimate, registered 

open-end investment companies or 

series thereof) that have at least one 

share class subject to a rule 12b–1 plan 

and approximately 454 fund families 

with common boards of directors that 

have at least one fund with a 12b–1 

plan. The Commission further estimates 

that the annual hour burden for 

complying with the rule is 425 hours for 

each fund family with a portfolio that 

has a rule 12b–1 plan. We therefore 

estimate that the total hourly burden per 

year for all funds to comply with 

current information collection 

requirements under rule 12b–1 is 

192,950 hours. Commission staff 

estimates that approximately three 

funds per year prepare a proxy in 

connection with the adoption or 

material amendment of a rule 12b–1 

plan. The staff further estimates that the 

cost of each fund’s proxy is $30,000. 

Thus, the total annual cost burden of 

rule 12b–1 to the fund industry is 

$90,000. 

Estimates of average burden hours 

and costs are made solely for purposes 

of the Paperwork Reduction Act and are 

not derived from a comprehensive or 

even representative survey or study of 

the costs of Commission rules and 

forms. The collections of information 

required by rule 12b–1 are necessary to 

obtain the benefits of the rule. Notices 

to the Commission 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 the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

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. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication by May 13, 2022. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O John 

Pezzullo, 100 F Street NE, Washington, 


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