83 FR 27050 - Order Affirming Action by Delegated Authority Approving SR-NYSE-2016-55 and Discontinuing Stay
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 112 (June 11, 2018)
Federal Register Volume 83, Issue 112 (June 11, 2018)
| Page Range | 27050-27054 | |
| FR Document | 2018-12435 |
[Federal Register Volume 83, Number 112 (Monday, June 11, 2018)] [Notices] [Pages 27050-27054] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-12435] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Securities Exchange Act of 1934; Release No. 83378/June 5, 2018] Order Affirming Action by Delegated Authority Approving SR-NYSE- 2016-55 and Discontinuing Stay In the Matter of the New York Stock Exchange LLC For an Order Granting the Approval of Proposed Rule Change Adopting Maximum Fees Member Organizations May Charge in Connection with the Distribution of Investment Company Shareholder Reports Pursuant to Any Electronic Delivery Rules Adopted by the Securities and Exchange Commission I. On August 15, 2016, the New York Stock Exchange LLC (''NYSE'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to adopt maximum fees NYSE member organizations may charge in connection with the distribution of investment company shareholder reports pursuant to any ``notice and access'' electronic delivery rules adopted by the Commission. The proposed rule change was published for comment in the Federal Register on August 22, 2016.\3\ The Commission received fourteen comment letters on the proposal. On October 5, 2016, the Commission extended the time period for Commission action on the proposal to November 20, 2016.\4\ --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ Notice of Filing of Proposed Rule Change Adopting Maximum Fees Member Organizations may Charge in Connection with the Distribution of Investment Company Shareholder Reports Pursuant to Any Electronic Delivery Rules Adopted by the Securities and Exchange Commission, Securities Exchange Act Release No. 78589 (August 16, 2016), 81 FR 56717 (August 22, 2016) (SR-NYSE-2016-55). \4\ Notice of Designation of a Longer Period for Commission Action on Proposed Rule Change Adopting Maximum Fees Member Organizations May Charge in Connection with the Distribution of Investment Company Shareholder Reports Pursuant to Any Electronic Delivery Rules Adopted by the Securities and Exchange Commission, Securities Exchange Act Release No. 79051 (October 5, 2016), 81 FR 70449 (October 12, 2016). --------------------------------------------------------------------------- On November 18, 2016, the Division of Trading and Markets took action, pursuant to delegated authority, 17 CFR 200.30-3(a)(12), approving the proposed rule change (``Approval Order'').\5\ [[Page 27051]] Pursuant to Exchange Act Section 4A \6\ and Commission Rule of Practice 431,\7\ the Approval Order has been stayed, and the Commission has reviewed the delegated action. --------------------------------------------------------------------------- \5\ Order Granting Approval of Proposed Rule Change Adopting Maximum Fees Member Organizations May Charge in Connection with the Distribution of Investment Company Shareholder Reports Pursuant to Any Electronic Delivery Rules Adopted by the Securities and Exchange Commission, Securities Exchange Act Release No. 79355 (November 18, 2016), 81 FR 85291 (November 25, 2016). \6\ 15 U.S.C. 78d-1 \7\ 17 CFR 201.431. --------------------------------------------------------------------------- On November 21, 2016, the Commission issued an Order Scheduling Filing of Statements on Review of the Approval Order (``Order for Review'').\8\ The Order for Review ordered that the Approval Order remain stayed pending further order by the Commission and that by December 7, 2016, any party or other person may file any additional statement.\9\ The Commission received no additional statements. --------------------------------------------------------------------------- \8\ In the Matter of the New York Stock Exchange LLC for an Order Granting the Approval of Proposed Rule Change Adopting Maximum Fees Member Organizations May Charge in Connection With the Distribution of Investment Company Shareholder Reports Pursuant to Any Electronic Delivery Rules Adopted by the Securities and Exchange Commission; Order Scheduling Filing of Statements on Review, Securities Exchange Act Release No. 79370 (November 21, 2016), 81 FR 85655 (November 28, 2016). \9\ See 17 CFR 201.431(d). --------------------------------------------------------------------------- II. On review, the Commission affirms the issuance of the Approval Order and adopts the findings and reasoning set forth in the Approval Order. The Commission also is ordering that the stay of the Approval Order be discontinued. Accordingly, IT IS ORDERED that the Approval Order be, and hereby is, affirmed.\10\ --------------------------------------------------------------------------- \10\ See 17 CFR 201.431(a). The Approval Order is attached. --------------------------------------------------------------------------- It is further ORDERED that the stay of the Approval Order be, and hereby is, discontinued.\11\ --------------------------------------------------------------------------- \11\ See 17 CFR 201.431(e). By the Commission. Brent J. Fields, Secretary. SECURITIES AND EXCHANGE COMMISSION (Release No. 34-79355; File No. SR-NYSE-2016-55) November 18, 2016 Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of Proposed Rule Change Adopting Maximum Fees Member Organizations May Charge in Connection with the Distribution of Investment Company Shareholder Reports Pursuant to Any Electronic Delivery Rules Adopted by the Securities and Exchange Commission I. Introduction On August 15, 2016, New York Stock Exchange LLC (``NYSE'' or the ``Exchange'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to adopt maximum fees NYSE member organizations may charge in connection with the distribution of investment company shareholder reports pursuant to any ``notice and access'' electronic delivery rules adopted by the Commission. The proposed rule change was published for comment in the Federal Register on August 22, 2016.\3\ The Commission received fourteen comment letters on the proposal.\4\ On October 5, 2016, the Commission extended the time period for Commission action on the proposal to November 20, 2016.\5\ This order approves the proposed rule change. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ See Securities Exchange Act Release No. 78589 (August 16, 2016), 81 FR 56717 (``Notice''). \4\ See letters to Brent J. Fields, Secretary, Commission from: James R. Rooney, Chief Financial Officer and Treasurer, Ariel Investment Trust, dated September 8, 2016 (``Ariel Letter''); Mortimer J. Buckley, Chief Investment Officer, Vanguard, dated September 12, 2016 (``Vanguard Letter''); Barbara Novick, Vice Chairman, and Benjamin Archibald, Managing Director, BlackRock, Inc., dated September 12, 2016 (``BlackRock Letter''); Charles V. Callan, SVP Regulatory Affairs, Broadridge Financial Solutions, Inc., dated September 12, 2016 (``Broadridge Letter''); John Zerr, Managing Director and General Counsel, Invesco Advisers, Inc., dated September 12, 2016 (``Invesco Letter''); Amy B.R. Lancellotta, Managing Director, Independent Directors Council, dated September 12, 2016 (``IDC Letter''); David G. Booth, President and Co-Chief Executive Officer, Dimensional Fund Advisers LP, dated September 12, 2016 (``Dimensional Letter''); David W. Blass, General Counsel, Investment Company Institute, dated September 12, 2016 (``ICI Letter''); Darrell N. Braman, Vice President & Managing Counsel, T. Rowe Price Associates, Inc., dated September 12, 2016 (``T. Rowe Letter''); Mark N. Polebaum, Executive Vice President and General Counsel, MFS Investment Management, dated September 12, 2016 (``MFS Letter''); Thomas E. Faust Jr., Chairman and Chief Executive Officer, Eaton Vance Corp., dated September 12, 2016 (``Eaton Vance Letter''); Ellen Greene, Managing Director, Securities Industry and Financial Markets Association, dated September 15, 2016 (``SIFMA Letter''); Christopher O. Petersen, President, Columbia Mutual Funds, Columbia Threadneedle Investments, dated September 15, 2016 (``Columbia Letter''); and Rodney D. Johnson, Chairman, The Independent Directors of the Blackrock Equity-Liquidity Funds, dated September 27, 2016 (``Blackrock Directors Letter''). \5\ See Securities Exchange Act Release No. 79051 (October 5, 2016), 81 FR 70449 (October 12, 2016). --------------------------------------------------------------------------- II. Description of the Proposed Rule Change A. Background Pursuant to NYSE Rule 451, NYSE member organizations that hold securities in street name \6\ are required to deliver, on behalf of an issuer, proxy and other materials to beneficial owners if they are assured they will receive reasonable reimbursement of expenses for such distributions from the issuer.\7\ For this service, issuers reimburse NYSE member organizations for all out-of-pocket expenses, including reasonable clerical expenses, as well as actual postage costs and other actual costs incurred for a particular distribution.\8\ --------------------------------------------------------------------------- \6\ The ownership of shares in street name means that a shareholder, or ``beneficial owner,'' holds the shares through a broker-dealer or bank, also known as a ``nominee.'' In contrast to registered ownership (also known as record holders), where shares are registered in the name of the shareholder, shares held in street name are registered in the name of the nominee, or in the nominee name of a depository, such as the Depository Trust Company. For more detail regarding share ownership, see Securities Exchange Act Release No. 62495 (July 14, 2010), 75 FR 42982 (July 22, 2010) (Concept Release on the U.S. Proxy System) (``Proxy Concept Release''). \7\ In this order, we refer to ``issuer'' to mean an investment company registered under the Investment Company Act of 1940 (the ``Investment Company Act'') and an issuer of a class of securities registered pursuant to Section 12 of the Exchange Act. \8\ See NYSE Rules 451(a)(2) and 451.90. See also infra note 9. --------------------------------------------------------------------------- NYSE Rule 451 establishes the maximum approved rates \9\ that a member organization can charge an issuer for distribution of proxies and other materials absent prior notification to and consent of the issuer.\10\ Although [[Page 27052]] member organizations may seek reimbursement from an issuer for less than the established rates,\11\ the Commission understands that in practice most issuers are billed at the established rates.\12\ --------------------------------------------------------------------------- \9\ In addition to the specified charges discussed in this order and as set forth in NYSE Rule 451, member organizations also are entitled to receive reimbursement for: (i) actual postage costs (including return postage at the lowest available rate); (ii) the actual cost of envelopes (provided they are not furnished by the person soliciting proxies); and (iii) any actual communication expenses (excluding overhead) incurred in receiving voting returns either telephonically or electronically. See NYSE Rule 451.90. \10\ See NYSE Rules 451.90 (schedule of approved charges by member organizations in connection with proxy solicitations and the processing of proxy and other material) and 451.93 (stating that a member organization may request reimbursement of expenses at less than the approved rates; however, no member organization may seek reimbursement at rates higher than the approved rates without the prior notification and consent of the person soliciting proxies or the company). In adopting the direct shareholder communications rules in the early 1980s, the Commission left the determination of reasonable costs to the self-regulatory organizations (``SROs'') (subject to submission of an SRO rule proposal to the Commission pursuant to Section 19(b) of the Exchange Act), stating that ``the Commission continues to believe that, because the [SROs] represent the interests of both issuers and brokers, they are in the best position to make a fair allocation of all the expenses associated with the amendments, including start-up and overhead costs.'' See Securities Exchange Act Release No. 20021 (July 28, 1983), 48 FR 35082 (August 3, 1983); see also Securities Exchange Act Release No. 45644 (March 25, 2002), 67 FR 15440, 15440, n.8 (April 1, 2002) (order approving NYSE program revising reimbursement rates) (``2002 Approval Order''). \11\ See NYSE Rule 451.93. \12\ See Securities Exchange Act Release No. 70720 (October 18, 2013), 78 FR 63530, 63531 (October 24, 2013) (order approving an amendment to the fees set forth in NYSE Rules 451 and 465). --------------------------------------------------------------------------- The vast majority of broker-dealers that distribute issuer proxy and other materials to beneficial owners are entitled to reimbursement at the NYSE fee schedule rates because most are NYSE members, and those that are not are members of the Financial Industry Regulatory Authority (``FINRA''), which has similar rules.\13\ Over time, NYSE member organizations increasingly have outsourced their proxy delivery and other distribution obligations to third-party service providers, which are generally called ``intermediaries,'' rather than handling this processing internally.\14\ --------------------------------------------------------------------------- \13\ See FINRA Rule 2251. See also Proxy Concept Release, 75 FR at 42995, n.110. \14\ See 2002 Approval Order, 67 FR at 15540. According to the NYSE, this shift was attributable to the fact that NYSE member firms believed that these distributions were not a core broker-dealer business and that capital could be better used elsewhere. Id. At the present time, a single intermediary, Broadridge Financial Solutions, Inc. (``Broadridge''), handles almost all processing and distribution of proxy and other material to beneficial owners holding shares in the United States. See Notice, 81 FR at 56719; see also Proxy Concept Release, 75 FR at 42988, n. 57, and at 42996, n.129. --------------------------------------------------------------------------- In addition to the distribution of proxy materials, the reimbursement rates set forth in NYSE Rule 451 apply to the distribution of annual and semi-annual shareholder reports.\15\ In this regard, the reimbursement rates set forth in Rule 451 apply to the distribution of investment company (``fund'') shareholder reports and other materials to the beneficial owners of fund shares.\16\ For example, as the Exchange noted, a fund pays an interim report fee of 15 cents per account when a broker distributes an annual or semi-annual report to the accounts of shareholders holding its shares as beneficial owners. Funds also pay a preference management fee of 10 cents for every account with respect to which a member organization has eliminated the need to send paper materials.\17\ --------------------------------------------------------------------------- \15\ See NYSE Rules 451.10 and 451.90(3); see also NYSE Rule 465 (Processing and Transmission of Interim Reports and Other Material). \16\ See Notice, 81 FR at 56718. In its filing, NYSE stated that mutual funds are not listed on NYSE but that the fees in Rule 451 are applied by NYSE members in relation to distributions in beneficial owners of mutual funds and operating company shares. See also 402.07 (A) under the NYSE's Listed Company Manual, which states that Exchange Rules 450-460 apply to both listed and unlisted securities unless the context otherwise limits application. \17\ See NYSE Rule 451.90(4); see also Notice, 81 FR at 56718. The preference management fee applies to each shareholder account for which the nominee has eliminated the need to send materials in paper format through the mails or by courier service. See NYSE Rule 451.90(4); see also Notice, 81 FR at 56719. --------------------------------------------------------------------------- While NYSE Rule 451 also establishes the fees that member firms can charge issuers for proxy materials distributed through the notice and access method,\18\ those fees would not apply to the electronic distribution of investment company shareholder reports. With respect to notice and access distributions of proxy materials, NYSE Rule 451 sets forth an incremental, tiered fee structure based on the number of nominee broker-dealer accounts through which the issuer's securities are beneficially owned.\19\ --------------------------------------------------------------------------- \18\ See NYSE Rule 451.90(3); see also Notice, 81 FR at 56718. Pursuant to Rule 14a-16 under the Exchange Act, issuers may distribute proxy material electronically through the ``notice and access'' method. See 17 CFR 240.14a-16; see also Proxy Concept Release, 75 FR at 42986, n.32. The ``notice and access'' method for proxy distributions permits issuers to send shareholders what is called a ``Notice of Internet Availability of Proxy Materials'' in lieu of the traditional paper mailing of proxy materials. See Proxy Concept Release, 75 FR at 42986, n.32. The notice and access model works in tandem with electronic delivery--although an issuer electing to send a notice in lieu of a full proxy package would be required to send a paper copy of that notice, it may send that notice electronically to a shareholder who has provided to its broker an affirmative consent to electronic delivery. Id. \19\ Specifically, when an issuer elects to utilize notice and access for a proxy distribution, there is an incremental fee based on all nominee accounts through which the issuer's securities are beneficially owned as follows: (1) 25 cents for each account up to 10,000 accounts; (2) 20 cents for each account over 10,000 accounts, up to 100,000 accounts; (3) 15 cents for each account over 100,000 accounts, up to 200,000 accounts; (4) 10 cents for each account over 200,000 accounts, up to 500,000 accounts; (5) 5 cents for each account over 500,000 accounts. Under this schedule, every issuer will pay the tier one rate for the first 10,000 accounts, or portion thereof, with decreasing rates applicable only on additional accounts in the additional tiers. See NYSE Rule 451.90(5). --------------------------------------------------------------------------- On May 20, 2015, the Commission proposed new Rule 30e-3 under the Investment Company Act, which, among other things, would permit, but not require, funds to satisfy their annual and semi-annual shareholder report delivery obligations by making shareholder reports available electronically on a website.\20\ Funds relying on this provision would be required, among other things, to meet conditions relating to the provision of notice to shareholders of the internet availability of shareholder reports.\21\ --------------------------------------------------------------------------- \20\ See Notice, 81 FR at 56718; see also Securities Act Release No. 9776, Securities Exchange Act Release No. 75002, Investment Company Act Release No. 316180, 80 FR 33590 (June 12, 2015) (Investment Company Reporting Modernization; Proposed Rule). \21\ See Notice, 81 FR at 56718 --------------------------------------------------------------------------- B. Proposed Changes to NYSE Rule 451.90(5) Accordingly, the Exchange has proposed to amend Rule 451.90(5) to specify that the notice and access fees set forth therein for distribution of proxy materials also will be charged with respect to distributions of fund shareholder reports pursuant to any notice and access rules adopted by the Commission in relation to such distributions.\22\ The Exchange noted that the notice and access process under proposed Rule 30e-3 is similar to the existing proxy notice and access process for which the Exchange has already adopted a fee schedule in Rule 451, and thus the Exchange believes that it would be appropriate to apply the existing notice and access fees, with certain modifications, to fund shareholder report distributions, if the Commission ultimately adopts proposed Rule 30e-3.\23\ --------------------------------------------------------------------------- \22\ See proposed NYSE Rule 451.90(5). \23\ See Notice, 81 FR at 56718-19. The Exchange stated that the proposed notice and access fees for fund distributions will be effective only if the Commission adopts Rule 30e-3. See Notice, 81 FR at 56718, n.8. --------------------------------------------------------------------------- The Exchange also has proposed to set forth in Rule 451 that the notice and access fee will not be charged for any account with respect to which a fund pays a ``preference management fee'' in connection with a distribution of fund reports.\24\ As a result, funds would be charged notice and access fees only with respect to accounts that actually receive a notice and access mailing.\25\ --------------------------------------------------------------------------- \24\ See proposed Rule 451.90(5). \25\ See Notice, 81 FR at 56719. The Exchange stated that this is a departure from the current practice under NYSE Rule 451.90(5), where an issuer utilizing notice and access for proxy distributions pays the notice and access fee for all shareholder accounts, including those for which it also pays a preference management fee. Id. See also supra note 17 (describing the current application of the preference management fee). --------------------------------------------------------------------------- [[Page 27053]] In addition, because funds often issue multiple classes of shares, the Exchange believes it is necessary to be clear how the pricing tiers in Rule 451 would be applied to fund shareholder reports.\26\ Specifically, the Exchange has proposed to set forth in Rule 451 that, in calculating the rates at which a fund will be charged notice and access fees for shareholder report distributions, all accounts holding shares of any class of stock of the fund eligible to receive the same report distribution will be aggregated in determining the appropriate pricing tier.\27\ --------------------------------------------------------------------------- \26\ See Notice, 81 FR at 56719. \27\ See proposed Rule 451.90(5). --------------------------------------------------------------------------- III. Summary of Comments Received As noted above, the Commission received a total of fourteen comment letters on the Exchange's proposed rule change.\28\ In general, commenters broadly supported the proposed rule change.\29\ Two commenters, however, expressed concern about making a determination on the fees without a final Commission rule in place that permitted notice and access for fund report distributions.\30\ --------------------------------------------------------------------------- \28\ See supra note 4. \29\ Id. \30\ See SIFMA Letter; Broadridge Letter. --------------------------------------------------------------------------- Several commenters took the position that the proposed rates set forth in NYSE's proposal would help realize the cost savings meant to be achieved through notice and access delivery of fund shareholder reports.\31\ Some pointed out that shareholder report delivery is an expense that fund shareholders bear, and asserted that the cost savings would directly benefit fund shareholders.\32\ One commenter also noted that the three changes being proposed by the NYSE would resolve ambiguity in the NYSE's fee schedule as it would apply to notice and access delivery of fund shareholder reports, potentially paving the way for the Commission to move forward with its proposal.\33\ According to this commenter, the NYSE's proposal would ensure significant cost savings for fund shareholders if the Commission were to adopt a notice and access proposal.\34\ This commenter also suggested that, absent NYSE's proposed rule change, these cost savings could be erased.\35\ Similarly, another commenter asserted that, absent adoption of NYSE's proposal, Rule 451 would be applied in a manner that diminished Rule 30e-3 shareholder cost savings, or even increased shareholder costs.\36\ In addition, this commenter was of the view that each element of proposed Rule 451.90(5) was logical and fair.\37\ Another commenter believed that the proposed rule would ensure cost savings under proposed Rule 30e-3 and provide needed explanation on how Rule 451 would apply to electronic delivery of fund shareholder reports.\38\ --------------------------------------------------------------------------- \31\ See ICI Letter; Eaton Vance Letter; Vanguard Letter; Blackrock Letter; Invesco Letter; IDC Letter; Dimensional Letter; MFS Letter; Blackrock Directors Letter. \32\ See ICI Letter; Blackrock Directors Letter; Blackrock Letter; Invesco Letter; Colombia Letter. \33\ See ICI Letter. See also MFS Letter (stating that NYSE's proposal would clarify certain ambiguities of Rule 451 and provide a reasonable means of conformance to proposed Rule 30e-3). \34\ See ICI Letter. \35\ Id. See also Eaton Vance Letter. \36\ See MFS Letter. \37\ Id. \38\ See Vanguard Letter. --------------------------------------------------------------------------- Two commenters, however, expressed concerns about commenting on the NYSE fee proposal before proposed Rule 30e-3 was finally adopted. One commenter indicated that it could not definitively conclude whether the proposed fee structure was appropriate without a final rule specifying the details of the broker-dealer processing requirements for notice and access delivery.\39\ Another commenter, the largest provider of shareholder communication services, stated that it performed an analysis in order to estimate the costs of a notice and access distribution of fund shareholder reports, but noted that it had to make certain assumptions that could change based on the final requirements of proposed Rule 30e-3.\40\ --------------------------------------------------------------------------- \39\ See SIFMA Letter. \40\ See Broadridge Letter. While the commenter stated that NYSE's proposal would generally support the development of notice and access services for annual and semi-annual fund reports held by beneficial owners, the commenter noted that ultimately the work and costs involved are dependent on several factors including the final requirements of proposed Rule 30e-3, the number and size of fund distributions pursuant to a notice and access method, and the number and mode of investor requests for hard copy reports. --------------------------------------------------------------------------- Finally, several commenters commented on issues concerning the fees and the Exchange's role in setting those fees that are outside the scope of the Exchange's proposal.\41\ --------------------------------------------------------------------------- \41\ Several commenters supported the transition of responsibility for setting shareholder distribution fees from the NYSE to FINRA. See ICI Letter; Ariel Letter; T. Rowe Letter; MFS Letter; Invesco Letter; Dimensional Letter; Columbia Letter. The other comments outside the scope of the proposal are as follows: Invesco Letter (the reasonableness and application of the current fee structure); Ariel Letter (reasonableness of the current fee structure); Columbia Letter (reasonableness of the current fee structure); MFS Letter (preference management fee in the context of managed accounts); Dimensional Letter (due to a virtual monopoly in the market for third-party service providers, funds have little to no control over the fees incurred for shareholder report distribution). Further, the Blackrock Directors Letter commented about providing a one year or reasonable transition period for to shift to on-line delivery of reports and providing a phone number for shareholders to call if they prefer to receive paper. We note that this comment also does not refer to the NYSE fee proposal being considered herein. --------------------------------------------------------------------------- IV. Discussion and Commission Findings After careful review, the Commission finds that the proposed rule change is consistent with the requirements of the Exchange Act and rules and regulations thereunder applicable to a national securities exchange.\42\ In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(4) of the Exchange Act,\43\ which requires that an exchange have rules that provide for the equitable allocation of reasonable dues, fees and other charges among its members, issuers and other persons using its facilities; Section 6(b)(5) of the Exchange Act,\44\ which requires that the rules of an exchange be designed, among other things, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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 not be designed to permit unfair discrimination between customers, issuers, brokers or dealers; and Section 6(b)(8) of the Exchange Act,\45\ which prohibits any exchange rule from imposing a burden on competition that is not necessary or appropriate in furtherance of the Exchange Act. --------------------------------------------------------------------------- \42\ In approving the proposed rule changes, the Commission has considered their impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). \43\ 15 U.S.C. 78f(b)(4). \44\ 15 U.S.C. 78f(b)(5). \45\ 15 U.S.C. 78f(b)(8). --------------------------------------------------------------------------- Under the Exchange's proposal, the reimbursement rates set forth in NYSE Rule 451.90(5), which currently only apply to proxy distributions where the issuer elects to use notice and access, would become applicable to distributions of fund shareholder reports, pursuant to any notice and access rules adopted by the Commission.\46\ Although the [[Page 27054]] Commission has not adopted a notice and access rule, the Commission believes that it is appropriate and consistent with the Exchange Act to have in place rules that set forth the maximum reimbursement rates that funds may be charged for notice and access distributions should the Commission adopt a notice and access rule for fund shareholder reports. --------------------------------------------------------------------------- \46\ See proposed NYSE Rule 451.90(5). The Commission notes that the proposed fees for notice and access delivery of fund shareholder reports would only become applicable if the Commission adopts rules providing for notice and access delivery of investment company shareholder reports. Such rules could be in the form of Rule 30e-3, if adopted, or another Commission rulemaking establishing notice and access as an acceptable distribution method for fund reports, should Rule 30e-3 not be adopted. --------------------------------------------------------------------------- The Commission believes that the application of the currently approved reimbursement rates for notice and access proxy distributions to fund shareholder report distributions, with the proposed amendments described herein, should establish a reasonable and practical reimbursement structure, if notice and access distribution of fund shareholder reports is authorized. In this regard, the Commission notes that the notice and access process for proxy distributions is similar in many respects to the notice and access process for fund shareholder report distributions proposed under Rule 30e-3.\47\ In addition, the approval of the NYSE's fee proposal should facilitate any future Commission consideration of notice and access distributions for fund shareholder reports, by providing clarity on the maximum reimbursement rates for such distributions. --------------------------------------------------------------------------- \47\ See Notice, 81 FR at 56718-19. --------------------------------------------------------------------------- The Commission also believes that it is reasonable and appropriate for proposed Rule 451.90(5) to specify that funds utilizing notice and access will not be charged a notice and access fee for any account with respect to which they are being charged a preference management fee in connection with a distribution of shareholder reports. Today under NYSE Rule 451.90(4), issuers, including funds, are charged a preference management fee for each account for which the need to send materials in paper format through the mails (or by courier service) has been eliminated.\48\ In the context of notice and access distributions of proxy materials under Rule 451.90(5), however, issuers are charged a notice and access fee for all accounts through which the issuer's securities are beneficially owned, with the result that issuers could be charged both preference management fees and notice and access fees with respect to the same account. The Exchange's proposal would eliminate this potential double-charging in the context of fund distributions of shareholder reports, in that the notice and access fee will not be charged for any account for which a preference management fee is already paid due to the elimination of the need for a paper mailing.\49\ The Commission understands that the preference management fee generally is intended to reimburse intermediaries for the processing work and costs involved in keeping track of each account holder's election to eliminate paper mailings.\50\ Accordingly, as the Exchange noted, funds will only pay notice and access fees with respect to accounts that actually receive notice and access mailings.\51\ The Commission believes that this result is consistent with Section 6(b) of the Exchange Act. --------------------------------------------------------------------------- \48\ See Notice, 81 FR at 56719; see also NYSE Rule 451.90(4); Securities Exchange Act Release No. 68936 (February 15, 2013), 78 FR 12381, 12386 (``2013 Proxy Fee Notice''). \49\ See supra note 17. For example, if a beneficial account holder has affirmatively consented to receive fund shareholder material electronically, such accounts would, under the NYSE's proposal, be charged a preference management fee, but not a notice and access fee, since no paper mailings of a notice of internet availability would be sent to such account holder. \50\ See 2013 Proxy Fee Notice, 78 FR at 12386. \51\ See Notice, 81 FR at 56719. --------------------------------------------------------------------------- In addition, the Commission believes that it is consistent with the Exchange Act for proposed Rule 451.90(5) to clarify that, in determining the appropriate pricing tier for notice and access fees in connection with investment company shareholder report distributions, all accounts holding shares of any share class that is eligible to receive the same report distribution will be aggregated. This clarification should resolve the ambiguity as to whether pricing tiers would be calculated by share class, resulting in potentially higher fees than if the accounts are aggregated as proposed. The Commission further believes this clarification is reasonable because it recognizes the unique nature of the fund industry in treating distributions with respect to a common group of shareholders as a single distribution for purposes of the fee tiers. The Commission understands that, in setting the reimbursement rates in Rule 451.90, the Exchange balances the competing interests of issuers who must pay for distributions of shareholder reports and brokers who need assurance of adequate reimbursement for making such distributions on their behalf.\52\ The Commission notes that all commenters broadly supported NYSE's proposal.\53\ As discussed above, two commenters expressed some concern with assessing the details of the NYSE's proposal before a final decision is made on proposed Rule 30e-3. However, given that the Exchange's rule is applicable to the ``distribution of investment company shareholder reports pursuant to any `notice and access' rules adopted by the [Commission] in relation to such distributions'' as well as the functional similarities between notice and access processing for proxy and investment company report distributions,\54\ the Commission believes, for the reasons discussed above, that it is appropriate at this time to approve substantially similar reimbursement rates, with the proposed amendments described herein, which should establish a reasonable and practical reimbursement structure, if notice and access distribution of investment company shareholder reports is authorized. --------------------------------------------------------------------------- \52\ The Commission notes that the Exchange and certain commenters suggested that FINRA may be better positioned than the Exchange to perform the regulatory role of setting the reimbursement rates for mutual fund report distributions. See Notice, 81 FR at 56718; see also ICI Letter; Ariel Letter; T. Rowe Letter; MFS Letter; Invesco Letter; Dimensional Letter; Columbia Letter. The issue of whether FINRA would be better positioned than the Exchange to perform this regulatory role is outside the scope of the Commission's consideration of whether to approve the Exchange's proposed rule change. See Section 19(b)(2)(C) of the Exchange Act (``The Commission shall approve a proposed rule change of a self- regulatory organization if it finds that such proposed rule change is consistent with the requirements of this title and the rules and regulations applicable to such organization.''). \53\ See supra note 4. \54\ See Broadridge Letter (stating that processing work for investment company shareholder report distribution using notice and access is functionally similar in many respects to proxy report distribution through notice and access, although many of the underlying systems and production operations would be different). --------------------------------------------------------------------------- For the reasons discussed above, the Commission believes that the proposed rule change is consistent with the Exchange Act. V. Conclusion IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Exchange Act \55\ that the proposed rule change (SR-NYSE-2016-55) be, and hereby is, approved. --------------------------------------------------------------------------- \55\ 15 U.S.C. 78f(b)(2). --------------------------------------------------------------------------- For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\56\ \56\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary [FR Doc. 2018-12435 Filed 6-8-18; 8:45 am] BILLING CODE 8011-01-P
![27050 Federal Register / Vol. 83, No. 112 / Monday, June 11, 2018 / Notices
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Maximum Fees Member
Statement on Burden on Competition subject line if email is used. To help the Organizations May Charge in
Commission process and review your Connection with the Distribution of
The Exchange does not believe that comments more efficiently, please use Investment Company Shareholder
the proposed rule change will impose only one method. The Commission will Reports Pursuant to Any Electronic
any burden on competition that is not post all comments on the Commission’s Delivery Rules Adopted by the
necessary or appropriate in furtherance internet website (http://www.sec.gov/ Securities and Exchange Commission
of the purpose of the Act. The Exchange rules/sro.shtml). Copies of the
notes that the proposed rule change will submission, all subsequent I.
facilitate the continued listing and amendments, all written statements On August 15, 2016, the New York
trading of exchange-traded products that with respect to the proposed rule Stock Exchange LLC (’’NYSE’’) filed
hold municipal securities and that will change that are filed with the with the Securities and Exchange
enhance competition among market Commission, and all written Commission (‘‘Commission’’), pursuant
participants, to the benefit of investors to Section 19(b)(1) of the Securities
communications relating to the
and the marketplace. Exchange Act of 1934 (‘‘Exchange
proposed rule change between the
C. Self-Regulatory Organization’s Commission and any person, other than Act’’) 1 and Rule 19b–4 thereunder,2 a
Statement on Comments on the proposed rule change to adopt
those that may be withheld from the
Proposed Rule Change Received From maximum fees NYSE member
public in accordance with the organizations may charge in connection
Members, Participants, or Others provisions of 5 U.S.C. 552, will be with the distribution of investment
No written comments were solicited available for website viewing and company shareholder reports pursuant
or received with respect to the proposed printing in the Commission’s Public to any ‘‘notice and access’’ electronic
rule change. Reference Room, 100 F Street NE, delivery rules adopted by the
Washington, DC 20549 on official Commission. The proposed rule change
III. Date of Effectiveness of the business days between the hours of was published for comment in the
Proposed Rule Change and Timing for 10:00 a.m. and 3:00 p.m. Copies of the Federal Register on August 22, 2016.3
Commission Action filing also will be available for The Commission received fourteen
Within 45 days of the date of inspection and copying at the principal comment letters on the proposal. On
publication of this notice in the Federal office of the Exchange. All comments October 5, 2016, the Commission
Register or up to 90 days (i) as the received will be posted without change. extended the time period for
Commission may designate if it finds Persons submitting comments are Commission action on the proposal to
such longer period to be appropriate cautioned that we do not redact or edit November 20, 2016.4
and publishes its reasons for so finding personal identifying information from On November 18, 2016, the Division
or (ii) as to which the self-regulatory comment submissions. You should of Trading and Markets took action,
organization consents, the Commission submit only information that you wish pursuant to delegated authority, 17 CFR
will: to make available publicly. All 200.30–3(a)(12), approving the proposed
submissions should refer to File rule change (‘‘Approval Order’’).5
(A) By order approve or disapprove
the proposed rule change, or Number SR–NYSEArca–2018–38 and 1 15
U.S.C. 78s(b)(1).
(B) institute proceedings to determine should be submitted on or before July 2, 2 17
CFR 240.19b–4.
whether the proposed rule change 2018. 3 Notice of Filing of Proposed Rule Change
should be disapproved. Adopting Maximum Fees Member Organizations
For the Commission, by the Division of may Charge in Connection with the Distribution of
Trading and Markets, pursuant to delegated Investment Company Shareholder Reports Pursuant
IV. Solicitation of Comments
authority.36 to Any Electronic Delivery Rules Adopted by the
Interested persons are invited to Eduardo A. Aleman, Securities and Exchange Commission, Securities
Exchange Act Release No. 78589 (August 16, 2016),
submit written data, views, and Assistant Secretary. 81 FR 56717 (August 22, 2016) (SR–NYSE–2016–
arguments concerning the foregoing, [FR Doc. 2018–12430 Filed 6–8–18; 8:45 am] 55).
including whether the proposed rule 4 Notice of Designation of a Longer Period for
BILLING CODE 8011–01–P Commission Action on Proposed Rule Change
change is consistent with the Act.
daltland on DSKBBV9HB2PROD with NOTICES
Adopting Maximum Fees Member Organizations
Comments may be submitted by any of May Charge in Connection with the Distribution of
the following methods: Investment Company Shareholder Reports Pursuant
to Any Electronic Delivery Rules Adopted by the
Electronic Comments Securities and Exchange Commission, Securities
Exchange Act Release No. 79051 (October 5, 2016),
• Use the Commission’s internet 81 FR 70449 (October 12, 2016).
comment form (http://www.sec.gov/ 5 Order Granting Approval of Proposed Rule
rules/sro.shtml); or 36 17 CFR 200.30–3(a)(12). Change Adopting Maximum Fees Member
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![27052 Federal Register / Vol. 83, No. 112 / Monday, June 11, 2018 / Notices
member organizations may seek in Rule 451 apply to the distribution of On May 20, 2015, the Commission
reimbursement from an issuer for less investment company (‘‘fund’’) proposed new Rule 30e–3 under the
than the established rates,11 the shareholder reports and other materials Investment Company Act, which,
Commission understands that in to the beneficial owners of fund among other things, would permit, but
practice most issuers are billed at the shares.16 For example, as the Exchange not require, funds to satisfy their annual
established rates.12 noted, a fund pays an interim report fee and semi-annual shareholder report
The vast majority of broker-dealers of 15 cents per account when a broker delivery obligations by making
that distribute issuer proxy and other distributes an annual or semi-annual shareholder reports available
materials to beneficial owners are report to the accounts of shareholders electronically on a website.20 Funds
entitled to reimbursement at the NYSE holding its shares as beneficial owners. relying on this provision would be
fee schedule rates because most are Funds also pay a preference required, among other things, to meet
NYSE members, and those that are not management fee of 10 cents for every conditions relating to the provision of
are members of the Financial Industry account with respect to which a member notice to shareholders of the internet
Regulatory Authority (‘‘FINRA’’), which organization has eliminated the need to availability of shareholder reports.21
has similar rules.13 Over time, NYSE send paper materials.17
member organizations increasingly have While NYSE Rule 451 also establishes B. Proposed Changes to NYSE Rule
outsourced their proxy delivery and the fees that member firms can charge 451.90(5)
other distribution obligations to third- issuers for proxy materials distributed Accordingly, the Exchange has
party service providers, which are through the notice and access method,18 proposed to amend Rule 451.90(5) to
generally called ‘‘intermediaries,’’ rather those fees would not apply to the specify that the notice and access fees
than handling this processing electronic distribution of investment set forth therein for distribution of
internally.14 company shareholder reports. With proxy materials also will be charged
In addition to the distribution of respect to notice and access with respect to distributions of fund
proxy materials, the reimbursement distributions of proxy materials, NYSE shareholder reports pursuant to any
rates set forth in NYSE Rule 451 apply Rule 451 sets forth an incremental, notice and access rules adopted by the
to the distribution of annual and semi- tiered fee structure based on the number Commission in relation to such
annual shareholder reports.15 In this of nominee broker-dealer accounts distributions.22 The Exchange noted
regard, the reimbursement rates set forth through which the issuer’s securities are that the notice and access process under
beneficially owned.19 proposed Rule 30e–3 is similar to the
with proxy solicitations and the processing of proxy
and other material) and 451.93 (stating that a
existing proxy notice and access process
16 See Notice, 81 FR at 56718. In its filing, NYSE
member organization may request reimbursement of for which the Exchange has already
stated that mutual funds are not listed on NYSE but
expenses at less than the approved rates; however, that the fees in Rule 451 are applied by NYSE adopted a fee schedule in Rule 451, and
no member organization may seek reimbursement at members in relation to distributions in beneficial thus the Exchange believes that it would
rates higher than the approved rates without the owners of mutual funds and operating company
prior notification and consent of the person
be appropriate to apply the existing
shares. See also 402.07 (A) under the NYSE’s Listed
soliciting proxies or the company). In adopting the Company Manual, which states that Exchange Rules
notice and access fees, with certain
direct shareholder communications rules in the 450–460 apply to both listed and unlisted securities modifications, to fund shareholder
early 1980s, the Commission left the determination unless the context otherwise limits application. report distributions, if the Commission
of reasonable costs to the self-regulatory
organizations (‘‘SROs’’) (subject to submission of an
17 See NYSE Rule 451.90(4); see also Notice, 81
ultimately adopts proposed Rule 30e–
FR at 56718. The preference management fee 3.23
SRO rule proposal to the Commission pursuant to
applies to each shareholder account for which the
Section 19(b) of the Exchange Act), stating that ‘‘the
nominee has eliminated the need to send materials The Exchange also has proposed to set
Commission continues to believe that, because the forth in Rule 451 that the notice and
in paper format through the mails or by courier
[SROs] represent the interests of both issuers and
service. See NYSE Rule 451.90(4); see also Notice, access fee will not be charged for any
brokers, they are in the best position to make a fair
81 FR at 56719.
allocation of all the expenses associated with the 18 See NYSE Rule 451.90(3); see also Notice, 81
account with respect to which a fund
amendments, including start-up and overhead
FR at 56718. Pursuant to Rule 14a–16 under the pays a ‘‘preference management fee’’ in
costs.’’ See Securities Exchange Act Release No.
20021 (July 28, 1983), 48 FR 35082 (August 3, Exchange Act, issuers may distribute proxy material connection with a distribution of fund
1983); see also Securities Exchange Act Release No. electronically through the ‘‘notice and access’’ reports.24 As a result, funds would be
45644 (March 25, 2002), 67 FR 15440, 15440, n.8 method. See 17 CFR 240.14a–16; see also Proxy charged notice and access fees only with
(April 1, 2002) (order approving NYSE program Concept Release, 75 FR at 42986, n.32. The ‘‘notice
and access’’ method for proxy distributions permits respect to accounts that actually receive
revising reimbursement rates) (‘‘2002 Approval
Order’’). issuers to send shareholders what is called a a notice and access mailing.25
11 See NYSE Rule 451.93.
‘‘Notice of Internet Availability of Proxy Materials’’
in lieu of the traditional paper mailing of proxy portion thereof, with decreasing rates applicable
12 See Securities Exchange Act Release No. 70720
materials. See Proxy Concept Release, 75 FR at only on additional accounts in the additional tiers.
(October 18, 2013), 78 FR 63530, 63531 (October 24, 42986, n.32. The notice and access model works in
2013) (order approving an amendment to the fees See NYSE Rule 451.90(5).
tandem with electronic delivery—although an 20 See Notice, 81 FR at 56718; see also Securities
set forth in NYSE Rules 451 and 465). issuer electing to send a notice in lieu of a full
13 See FINRA Rule 2251. See also Proxy Concept Act Release No. 9776, Securities Exchange Act
proxy package would be required to send a paper
Release, 75 FR at 42995, n.110. Release No. 75002, Investment Company Act
copy of that notice, it may send that notice
14 See 2002 Approval Order, 67 FR at 15540. Release No. 316180, 80 FR 33590 (June 12, 2015)
electronically to a shareholder who has provided to
(Investment Company Reporting Modernization;
According to the NYSE, this shift was attributable its broker an affirmative consent to electronic
Proposed Rule).
to the fact that NYSE member firms believed that delivery. Id. 21 See Notice, 81 FR at 56718
these distributions were not a core broker-dealer 19 Specifically, when an issuer elects to utilize
22 See proposed NYSE Rule 451.90(5).
business and that capital could be better used notice and access for a proxy distribution, there is
23 See Notice, 81 FR at 56718–19. The Exchange
elsewhere. Id. At the present time, a single an incremental fee based on all nominee accounts
intermediary, Broadridge Financial Solutions, Inc. through which the issuer’s securities are stated that the proposed notice and access fees for
daltland on DSKBBV9HB2PROD with NOTICES
(‘‘Broadridge’’), handles almost all processing and beneficially owned as follows: (1) 25 cents for each fund distributions will be effective only if the
distribution of proxy and other material to account up to 10,000 accounts; (2) 20 cents for each Commission adopts Rule 30e–3. See Notice, 81 FR
beneficial owners holding shares in the United account over 10,000 accounts, up to 100,000 at 56718, n.8.
States. See Notice, 81 FR at 56719; see also Proxy accounts; (3) 15 cents for each account over 100,000 24 See proposed Rule 451.90(5).
Concept Release, 75 FR at 42988, n. 57, and at accounts, up to 200,000 accounts; (4) 10 cents for 25 See Notice, 81 FR at 56719. The Exchange
42996, n.129. each account over 200,000 accounts, up to 500,000 stated that this is a departure from the current
15 See NYSE Rules 451.10 and 451.90(3); see also accounts; (5) 5 cents for each account over 500,000 practice under NYSE Rule 451.90(5), where an
NYSE Rule 465 (Processing and Transmission of accounts. Under this schedule, every issuer will pay issuer utilizing notice and access for proxy
Interim Reports and Other Material). the tier one rate for the first 10,000 accounts, or distributions pays the notice and access fee for all
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![27054 Federal Register / Vol. 83, No. 112 / Monday, June 11, 2018 / Notices
Commission has not adopted a notice charging in the context of fund Commission notes that all commenters
and access rule, the Commission distributions of shareholder reports, in broadly supported NYSE’s proposal.53
believes that it is appropriate and that the notice and access fee will not As discussed above, two commenters
consistent with the Exchange Act to be charged for any account for which a expressed some concern with assessing
have in place rules that set forth the preference management fee is already the details of the NYSE’s proposal
maximum reimbursement rates that paid due to the elimination of the need before a final decision is made on
funds may be charged for notice and for a paper mailing.49 The Commission proposed Rule 30e–3. However, given
access distributions should the understands that the preference that the Exchange’s rule is applicable to
Commission adopt a notice and access management fee generally is intended to the ‘‘distribution of investment
rule for fund shareholder reports. reimburse intermediaries for the
company shareholder reports pursuant
The Commission believes that the processing work and costs involved in
to any ‘notice and access’ rules adopted
application of the currently approved keeping track of each account holder’s
reimbursement rates for notice and by the [Commission] in relation to such
election to eliminate paper mailings.50
access proxy distributions to fund Accordingly, as the Exchange noted, distributions’’ as well as the functional
shareholder report distributions, with funds will only pay notice and access similarities between notice and access
the proposed amendments described fees with respect to accounts that processing for proxy and investment
herein, should establish a reasonable actually receive notice and access company report distributions,54 the
and practical reimbursement structure, mailings.51 The Commission believes Commission believes, for the reasons
if notice and access distribution of fund that this result is consistent with discussed above, that it is appropriate at
shareholder reports is authorized. In Section 6(b) of the Exchange Act. this time to approve substantially
this regard, the Commission notes that In addition, the Commission believes similar reimbursement rates, with the
the notice and access process for proxy that it is consistent with the Exchange proposed amendments described herein,
distributions is similar in many respects Act for proposed Rule 451.90(5) to which should establish a reasonable and
to the notice and access process for fund clarify that, in determining the practical reimbursement structure, if
shareholder report distributions appropriate pricing tier for notice and notice and access distribution of
proposed under Rule 30e–3.47 In access fees in connection with investment company shareholder
addition, the approval of the NYSE’s fee investment company shareholder report reports is authorized.
proposal should facilitate any future distributions, all accounts holding
shares of any share class that is eligible For the reasons discussed above, the
Commission consideration of notice and
to receive the same report distribution Commission believes that the proposed
access distributions for fund
shareholder reports, by providing clarity will be aggregated. This clarification rule change is consistent with the
on the maximum reimbursement rates should resolve the ambiguity as to Exchange Act.
for such distributions. whether pricing tiers would be V. Conclusion
The Commission also believes that it calculated by share class, resulting in
is reasonable and appropriate for potentially higher fees than if the IT IS THEREFORE ORDERED,
proposed Rule 451.90(5) to specify that accounts are aggregated as proposed. pursuant to Section 19(b)(2) of the
funds utilizing notice and access will The Commission further believes this Exchange Act 55 that the proposed rule
not be charged a notice and access fee clarification is reasonable because it change (SR–NYSE–2016–55) be, and
for any account with respect to which recognizes the unique nature of the fund hereby is, approved.
they are being charged a preference industry in treating distributions with
respect to a common group of For the Commission, by the Division
management fee in connection with a
distribution of shareholder reports. shareholders as a single distribution for of Trading and Markets, pursuant to
Today under NYSE Rule 451.90(4), purposes of the fee tiers. delegated authority.56
issuers, including funds, are charged a The Commission understands that, in Brent J. Fields,
preference management fee for each setting the reimbursement rates in Rule Secretary
account for which the need to send 451.90, the Exchange balances the
[FR Doc. 2018–12435 Filed 6–8–18; 8:45 am]
materials in paper format through the competing interests of issuers who must
BILLING CODE 8011–01–P
mails (or by courier service) has been pay for distributions of shareholder
eliminated.48 In the context of notice reports and brokers who need assurance
and access distributions of proxy of adequate reimbursement for making
whether FINRA would be better positioned than the
materials under Rule 451.90(5), such distributions on their behalf.52 The Exchange to perform this regulatory role is outside
however, issuers are charged a notice the scope of the Commission’s consideration of
49 See supra note 17. For example, if a beneficial
and access fee for all accounts through whether to approve the Exchange’s proposed rule
account holder has affirmatively consented to change. See Section 19(b)(2)(C) of the Exchange Act
which the issuer’s securities are receive fund shareholder material electronically,
beneficially owned, with the result that (‘‘The Commission shall approve a proposed rule
such accounts would, under the NYSE’s proposal, change of a self-regulatory organization if it finds
issuers could be charged both be charged a preference management fee, but not a that such proposed rule change is consistent with
preference management fees and notice notice and access fee, since no paper mailings of a
the requirements of this title and the rules and
and access fees with respect to the same notice of internet availability would be sent to such
regulations applicable to such organization.’’).
account holder.
account. The Exchange’s proposal 50 See 2013 Proxy Fee Notice, 78 FR at 12386.
53 See supra note 4.
would eliminate this potential double- 51 See Notice, 81 FR at 56719.
54 See Broadridge Letter (stating that processing
daltland on DSKBBV9HB2PROD with NOTICES
52 The Commission notes that the Exchange and
work for investment company shareholder report
acceptable distribution method for fund reports, distribution using notice and access is functionally
certain commenters suggested that FINRA may be
should Rule 30e–3 not be adopted. similar in many respects to proxy report
better positioned than the Exchange to perform the
47 See Notice, 81 FR at 56718–19. distribution through notice and access, although
regulatory role of setting the reimbursement rates
48 See Notice, 81 FR at 56719; see also NYSE Rule
many of the underlying systems and production
for mutual fund report distributions. See Notice, 81
operations would be different).
451.90(4); Securities Exchange Act Release No. FR at 56718; see also ICI Letter; Ariel Letter; T. 55 15 U.S.C. 78f(b)(2).
68936 (February 15, 2013), 78 FR 12381, 12386 Rowe Letter; MFS Letter; Invesco Letter;
(‘‘2013 Proxy Fee Notice’’). Dimensional Letter; Columbia Letter. The issue of 56 17 CFR 200.30–3(a)(12).
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Document Created: 2018-11-02 11:58:33
Document Modified: 2018-11-02 11:58:33
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 83 FR 27050 |
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