Federal Register / Vol. 85, No. 229 / Friday, November 27, 2020 / Notices 76129 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4For the purposes of Section 907.00, the term 

‘‘Eligible New Listing’’ means (i) any U.S. company 

that lists common stock on the Exchange for the 

first time and any non-U.S. company that lists an 

equity security on the Exchange under Section 

102.01 or 103.00 of the Manual for the first time, 

regardless of whether such U.S. or non-U.S. 

company conducts an offering and (ii) any U.S. or 

non-U.S. company emerging from a bankruptcy, 

spinoff (where a company lists new shares in the 

absence of a public offering), and carve-out (where 

a company carves out a business line or division, 

which then conducts a separate initial public 

offering). 

5For purposes of Section 907.00, the term 

‘‘Eligible Transfer Company’’ means any U.S. or 

non-U.S. company that transfers its listing of 

common stock or equity securities, respectively, to 

the Exchange from another national securities 

exchange. For purposes of Section 907.00, an 

‘‘equity security’’ means common stock or common 

share equivalents such as ordinary shares, New 

York shares, global shares, American Depository 

Receipts, or Global Depository Receipts. 

6Section 907.00 provides for separate service 

entitlements for Acquisition Companies listed 

under Section 102.06 and the issuers of Equity 

Investment Tracking Stocks listed under Section 

102.07. 

7Eligible New Listings and Eligible Transfer 

Companies will continue to be entitled to 

complimentary whistleblower services for 24 

months, as is the case with all eligible listed 

companies. 

Affiliated Funds, the other Regulated 

Funds or any affiliated person of the 

Affiliated Funds or the Regulated Funds 

will receive any additional 

compensation or remuneration of any 

kind as a result of or in connection with 

a Co-Investment Transaction other than 

(i) in the case of the Regulated Funds 

and the Affiliated Funds, the pro rata 

transaction fees described above and 

fees or other compensation described in 

Condition 2(c)(iii)(B)(z), (ii) brokerage or 

underwriting compensation permitted 

by section 17(e) or 57(k), or (iii) in the 

case of the Advisers, investment 

advisory compensation paid in 

accordance with investment advisory 

agreements between the applicable 

Regulated Fund(s) or Affiliated Fund(s) 

and its Adviser. 

15. Independence. If the Holders own 

in the aggregate more than 25 percent of 

the Shares of a Regulated Fund, then the 

Holders will vote such Shares in the 

same percentages as the Regulated 

Fund’s other shareholders (not 

including the Holders) when voting on 

(1) the election of directors; (2) the 

removal of one or more directors; or (3) 

any other matter under either the Act or 

applicable State law affecting the 

Board’s composition, size or manner of 

election. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–26227 Filed 11–25–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90466; File No. SR–NYSE– 

2020–94] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Section 907.00 of the Manual 

To Extend the Period of Time for the 

Entitlement of Certain Eligible Issuers 

To Receive Complimentary Products 

and Services Under That Rule 

November 20, 2020. 

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 

November 6, 2020, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 907.00 of the Manual to modify 

the entitlement of eligible issuers to 

complimentary products and services 

under that rule. 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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 907.00 of the Manual sets 

forth complimentary products and 

services that issuers are entitled to 

receive in connection with their NYSE 

listing. The Exchange offers certain 

complimentary products and services 

and access to discounted third-party 

products and services through the NYSE 

Market Access Center to currently and 

newly listed issuers. The Exchange also 

provides complimentary market 

surveillance products and services (with 

a commercial value of approximately 

$55,000 annually), web-hosting 

products and services (with a 

commercial value of approximately 

$16,000 annually), web-casting services 

(with a commercial value of 

approximately $6,500 annually), market 

analytics products and services (with a 

commercial value of approximately 

$30,000 annually), and news 

distribution products and services (with 

a commercial value of approximately 

$20,000 annually) to Eligible New 

Listings 4 and Eligible Transfer 

Companies 5 based on the following 

tiers: 6

Tier A: For Eligible New Listings and 

Eligible Transfer Companies with a global 

market value of $400 million or more, in each 

case calculated as of the date of listing on the 

Exchange, the Exchange offers market 

surveillance, market analytics, web-hosting, 

webcasting, and news distribution products 

and services for a period of 24 calendar 

months. 

Tier B: For Eligible New Listings and 

Eligible Transfer Companies with a global 

market value of less than $400 million, in 

each case calculated as of the date of listing 

on the Exchange, the Exchange offers webhosting, market analytics, web-casting, and 

news distribution products and services for 

a period of 24 calendar months. 

Currently, the Exchange provides all 

of the additional complimentary 

products and services to Eligible New 

Listings and Eligible Transfer 

Companies for a period of 24 months. 

The Exchange now proposes to extend 

this period for the additional services 

provided to Eligible New Listings and 

Eligible Transfer Companies from 24 

months to 48 months.7 The proposed 

amendment would be applicable to 

Eligible New Listings and Eligible 

Transfer Companies that list on or after 

the date of SEC approval of the 

proposal. The Exchange believes that 

this amendment would assist it in the 

competition for new listings, as well as 

in attracting transfers of issuers from 

other exchanges. The market for new 


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76130 Federal Register / Vol. 85, No. 229 / Friday, November 27, 2020 / Notices 

8See Nasdaq Marketplace Rules IM–5900–7. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(4). 

11 15 U.S.C. 78f(b)(5). 

12 15 U.S.C. 78f(b)(8). 

listings and for the retention and 

transfer of listed companies is intensely 

competitive and the provision of 

attractive service offerings is a 

significant aspect of that competition. 

The Exchange notes that the Nasdaq 

Stock Market, Inc. (‘‘Nasdaq’’) already 

provides four years of complimentary 

services to companies transferring from 

the NYSE to Nasdaq Global Market that 

have a market capitalization of at least 

$750 million, while providing two years 

of services to other newly listed 

companies.8

The specific tools and services offered 

to Eligible New Listings and Eligible 

Transfer Companies as part of the 

complimentary offering limited to those 

categories of issuers under Section 

907.00 are provided solely by thirdparty vendors. Issuers are not forced or 

required as a condition of listing to 

utilize the complimentary products and 

services available to them pursuant to 

Section 907.00 and some issuers have 

selected competing products and 

services. In deciding which 

complimentary products and services to 

provide, the NYSE considers the quality 

of competing products and services and 

the needs of its listed issuers in 

selecting the vendors. The NYSE may 

change vendors from time to time based 

on this ongoing review of the products 

and services provided by current 

vendors and its willingness to change 

vendors is consistent with competition 

for vendor services. The Exchange does 

not believe that the proposed rule 

change would impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. In this regard, 

NYSE notes that it may choose to use 

multiple vendors for the same type of 

product or service. The NYSE notes 

that, from time to time, issuers elect to 

purchase products and services from 

other vendors at their own expense 

instead of accepting the products and 

services described above offered by the 

Exchange. 

The Exchange also proposes to delete 

two separate passages of rule text that 

no longer have any substantive effect as 

they relate to entitlements that have 

ceased to be relevant as the periods of 

time for which they existed have ended. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Securities Exchange Act of 1934 

(the ‘‘Act’’) generally.9 Section 6(b)(4) 10

requires that exchange rules provide for 

the equitable allocation of reasonable 

dues, fees, and other charges among its 

members and issuers and other persons 

using the facilities of an exchange. 

Section 6(b)(5) 11 requires, among other 

things, that exchange rules promote just 

and equitable principles of trade and 

that they are not designed to permit 

unfair discrimination between issuers, 

brokers or dealers. Section 6(b)(8) 12

prohibits any exchange rule from 

imposing any burden on competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

The NYSE faces competition in the 

market for listing services, and 

competes, in part, by offering valuable 

services to companies. The Exchange 

believes that it is reasonable to offer 

complimentary services to attract and 

retain listings as part of this 

competition. Notably, Nasdaq currently 

provides four years of complimentary 

services to NYSE companies with a 

market capitalization of at least $750 

million transferring to Nasdaq Global 

Market. 

The Exchange does not believe that 

the proposal to extend the period for 

which it provides certain 

complimentary products and services to 

Eligible New Listings and Eligible 

Transfer Companies harms the market 

for the complimentary products and 

services in a way that constitutes a 

burden on competition or an inequitable 

allocation of fees, or fails to promote 

just and equitable principles of trade, in 

a manner inconsistent with the Act. The 

specific tools and services offered to 

Eligible New Listings and Eligible 

Transfer Companies as part of the 

complimentary offering limited to those 

categories of issuers under Section 

907.00 are provided solely by thirdparty vendors. As noted above, issuers 

are not required to utilize the 

complimentary products and services 

and some issuers have selected 

competing products and services. The 

NYSE believes that its consideration of 

quality and the needs of its listed 

issuers in selecting the vendors and its 

willingness to change vendors is 

consistent with competition for vendor 

services. In this regard, the NYSE notes 

that it may choose to use multiple 

vendors for the same type of product or 

service. The NYSE notes that, from time 

to time, issuers elect to purchase 

products and services from other 

vendors at their own expense instead of 

accepting the products and services 

described above offered by the 

Exchange. 

Further, the NYSE believes that it is 

appropriate to offer complimentary 

products and services for a longer 

period to Eligible New Listings and 

Eligible Transfer Companies that list 

after approval of this proposal than the 

period for which such products and 

services are provided to companies 

already listed on the NYSE. The 

purpose of the proposal is to attract 

future new listings and transfers and 

that this competitive purpose would not 

be served by providing the 

complimentary products and services 

for an extended period to companies 

that are already listed. In addition, the 

Exchange expects that companies that 

consider listing on the NYSE after the 

proposal is approved will take the 

enhanced offering into account when 

budgeting for their needs that are met by 

the complimentary products and 

services, while existing listed 

companies will have undertaken their 

financial planning on the basis of the 

current services offering and will not in 

any way be harmed by the proposed 

change. Based on the above, the 

Exchange believes that, upon approval 

of this proposal, the complimentary 

products and services will be equitably 

allocated among issuers as required by 

Section 6(b)(4) of the Act and the 

proposal does not unfairly discriminate 

among issuers as required by Section 

6(b)(5) of the Act. 

The non-substantive changes to 

eliminate non-applicable history from 

the rule text will improve the rule’s 

readability and thereby remove an 

impediment to a free and open market 

and a national market system and help 

to better protect investors. 

Finally, the Exchange also believes it 

is reasonable to balance its need to 

remain competitive with other listing 

venues, while at the same time ensuring 

adequate revenue to meet is regulatory 

responsibilities. The Exchange notes 

that no other company will be required 

to pay higher fees as a result of this 

proposal and it represents that 

providing the proposed services will 

have no impact on the resources 

available for its regulatory programs. 

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. As noted 

above, the Exchange faces competition 

in the market for listing services, and 

competes, in part, by offering valuable 

services to companies. The proposed 

rule change reflects that competition, 

but it does not impose any burden on 


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Federal Register / Vol. 85, No. 229 / Friday, November 27, 2020 / Notices 76131 

13 17 CFR 200.30–3(a)(12). 

the competition with other exchanges. 

Rather, the Exchange believes the 

proposed changes will enhance 

competition for listings, as it will 

increase the competition for new 

listings and the listing of companies that 

are currently listed on other exchanges. 

Other exchanges can also offer similar 

services to companies, thereby 

increasing competition to the benefit of 

those companies and their shareholders. 

Accordingly, the Exchange does not 

believe the proposed rule change will 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

In addition, the Exchange does not 

believe that the proposal to extend the 

period for which it provides certain 

complimentary products and services to 

Eligible New Listings and Eligible 

Transfer Companies will impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. In this 

regard, the NYSE notes that the specific 

tools and services offered to Eligible 

New Listings and Eligible Transfer 

Companies as part of the complimentary 

offering limited to those categories of 

issuers under Section 907.00 are 

provided solely by third-party vendors. 

In addition, the NYSE may choose to 

use multiple vendors for the same type 

of product or service. The NYSE also 

notes that currently listed and newly 

listed companies would not be required 

to accept the offered products and 

services from the NYSE, and an issuer’s 

receipt of an NYSE listing is not 

conditioned on the issuer’s acceptance 

of such products and services. In 

addition, the NYSE notes that, from 

time to time, issuers elect to purchase 

products and services from other 

vendors at their own expense instead of 

accepting the products and services 

described above offered by the 

Exchange. 

Moreover, the number of companies 

eligible for the complimentary products 

and services for a longer period of time 

(i.e., companies newly listing on the 

NYSE) will be very small in comparison 

to the total number of companies that 

comprise the target market for the 

services (i.e., all public companies), so 

that there can be no competitively 

meaningful foreclosure of similar 

services offered by third parties if the 

proposed rule is approved. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• 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–2020–94 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–2020–94. 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–NYSE–2020–94 and should 

be submitted on or before December 18, 

2020. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–26143 Filed 11–25–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90473; File No. PCAOB– 

2020–01] 

Public Company Accounting Oversight 

Board; Notice of Filing of Proposed 

Rules on Amendments to PCAOB 

Interim Independence Standards and 

PCAOB Rules To Align With 

Amendments to Rule 2–01 of 

Regulation S–X 

November 20, 2020. 

Pursuant to Section 107(b) of the 

Sarbanes-Oxley Act of 2002 (the ‘‘Act’’ 

or ‘‘Sarbanes-Oxley Act’’), notice is 

hereby given that on November 20, 

2020, the Public Company Accounting 

Oversight Board (the ‘‘Board’’ or 

‘‘PCAOB’’) filed with the Securities and 

Exchange Commission (the 

‘‘Commission’’ or ‘‘SEC’’) the proposed 

rules described in Items I and II below, 

which items have been prepared by the 

Board. The Commission is publishing 

this notice to solicit comments on the 

proposed rules from interested persons. 

I. Board’s Statement of the Terms of 

Substance of the Proposed Rules 

On November 19, 2020, the Board 

adopted amendments to the PCAOB’s 

interim independence standards and 

PCAOB rules to align with amendments 

by the SEC to Rule 2–01 of Regulation 

S–X (collectively, the ‘‘proposed rules’’). 

The text of the proposed rules appears 

in Exhibit A to the SEC Filing Form 

19b–4 and is available on the Board’s 

website at https://pcaobus.org/ 

Rulemaking/Pages/Docket047.aspx and 

at the Commission’s Public Reference 

Room. 


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