79248 Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices 

23See supra note 14. 

24NetCoalition 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–NYSE–2006–21)). 

25 15 U.S.C. 78s(b)(3)(A)(ii). 

26 17 CFR 240.19b–4(f)(2). 27 17 CFR 200.30–3(a)(12). 

appropriate in furtherance of the 

purposes of the Act. 

Intermarket Competition 

The Exchange operates in a highly 

competitive market. Members have 

numerous alternative venues that they 

may participate on and direct their 

order flow to, including 15 other 

equities exchanges and numerous 

alternative trading systems and other 

off-exchange venues. As noted above, no 

single registered equities exchange 

currently has more than approximately 

16% of the total market share of 

executed volume of equities trading, 

and the Exchange currently represents 

less than 1% of the overall market share. 

Thus, in such a low-concentrated and 

highly competitive market, no single 

equities exchange possesses significant 

pricing power in the execution of order 

flow. Moreover, the Exchange believes 

that the ever-shifting market share 

among the exchanges from month to 

month demonstrates that market 

participants can shift order flow or 

discontinue to reduce use of certain 

categories of products, in response to 

new or different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, including with respect 

to Added Displayed Retail Volume and 

transactions in Sub-Dollar Securities, 

and market participants can readily 

choose to send their orders to other 

exchange and off-exchange venues if 

they deem fee levels at those other 

venues to be more favorable. As 

described above, the proposed changes 

are competitive proposals through 

which the Exchange is seeking to 

encourage certain order flow to be sent 

to the Exchange. 

Additionally, 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, 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.’’ 23 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. SEC, 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’. . . .’’.24 Accordingly, the 

Exchange does not believe its proposed 

fee change 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)(ii) of the Act 25 and Rule 

19b–4(f)(2) 26 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 shall institute proceedings 

to determine whether the proposed rule 

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– 

MEMX–2020–14 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–MEMX–2020–14. 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–MEMX–2020–14, and 

should be submitted on or before 

December 30, 2020. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–26989 Filed 12–8–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–317, OMB Control No. 

3235–0360] 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices 79249 

1This estimate is based on the following 

calculation: 1.25 × $218 (fund senior accountant’s 

hourly rate) = $272. 

2This estimate is based on the following 

calculation: .75 × $82 (administrative assistant 

hourly rate) = $61. 

3This estimate is based on the following 

calculation: 201 funds × $1,002 (total annual cost 

per fund) = $201,402. 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 89027 

(June 8, 2020), 85 FR 35962. Comments on the 

proposed rule change can be found at: https://

www.sec.gov/comments/sr-nasdaq-2020-027/ 

srnasdaq2020027.htm. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 89358, 

85 FR 45275 (July 27, 2020). The Commission 

designated September 10, 2020 as the date by which 

the Commission shall approve or disapprove, or 

institute proceedings to determine whether to 

approve or disapprove, the proposed rule change. 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 89799, 

85 FR 57282 (September 15, 2020). 

8 15 U.S.C. 78s(b)(2). 

9 Id. 

100 F Street NE, Washington, DC 

20549–02736 

Extension: 

Form N–17f–2 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 350l et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Form N–17f–2 (17 CFR 274.220) 

under the Investment Company Act is 

entitled ‘‘Certificate of Accounting of 

Securities and Similar Investments in 

the Custody of Management Investment 

Companies.’’ Form N–17f–2 is the cover 

sheet for the accountant examination 

certificates filed under rule 17f–2 (17 

CFR 270.17f–2) by registered 

management investment companies 

(‘‘funds’’) maintaining custody of 

securities or other investments. Form 

N–17f–2 facilitates the filing of the 

accountant’s examination certificates 

prepared under rule 17f–2. The use of 

the form allows the certificates to be 

filed electronically, and increases the 

accessibility of the examination 

certificates to both the Commission’s 

examination staff and interested 

investors by ensuring that the 

certificates are filed under the proper 

Commission file number and the correct 

name of a fund. 

Commission staff estimates that it 

takes: (i) On average 1.25 hours of fund 

accounting personnel at a total cost of 

$272 to prepare each Form N–17f–2; 1

and (ii) .75 hours of administrative 

assistant time at a total cost of $61 to file 

the Form N–17f–2 with the 

Commission.2 Approximately 201 funds 

currently file Form N–17f–2 with the 

Commission. Commission staff 

estimates that on average each fund files 

Form N–17f–2 three times annually for 

a total annual hourly burden per fund 

of approximately 6 hours at a total cost 

of $1,002. The total annual hour burden 

for Form N–17f–2 is therefore estimated 

to be approximately 1,206 hours with a 

total cost of approximately $201,402.3

Form N–17f–2 does not impose any 

paperwork-related cost burden other 

than this internal hour cost. 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules and forms. 

Complying with the collections of 

information required by Form N–17f–2 

is mandatory for those funds that 

maintain custody of their own assets. 

Responses 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 control 

number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to (i) www.reginfo.gov/public/do/ 

PRAMain and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, 

c/o Cynthia Roscoe, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: December 4, 2020. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27028 Filed 12–8–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90559; File No. SR– 

NASDAQ–2020–027] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Designation of a Longer Period for 

Commission Action on Proceedings To 

Determine Whether To Approve or 

Disapprove a Proposed Rule Change 

To Apply Additional Initial Listing 

Criteria for Companies Primarily 

Operating in Restrictive Markets 

December 3, 2020. 

On May 29, 2020, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to apply additional initial listing 

criteria for companies primarily 

operating in a jurisdiction that has 

secrecy laws, blocking statues, national 

security laws or other laws or 

regulations restricting access to 

information by regulators of U.S.-listed 

companies in such jurisdiction. The 

proposed rule change was published for 

comment in the Federal Register on 

June 12, 2020.3 On July 21, 2020, 

pursuant to Section 19(b)(2) of the Act,4

the Commission designated a longer 

period within which to approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether to 

disapprove the proposed rule change.5

On September 9, 2020, the Commission 

instituted proceedings under Section 

19(b)(2)(B) of the Act 6 to determine 

whether to approve or disapprove the 

proposed rule change.7

Section 19(b)(2) of the Act 8 provides 

that, after initiating disapproval 

proceedings, the Commission shall issue 

an order approving or disapproving the 

proposed rule change not later than 180 

days after the date of publication of 

notice of filing of the proposed rule 

change. The Commission may extend 

the period for issuing an order 

approving or disapproving the proposed 

rule change, however, by not more than 

60 days if the Commission determines 

that a longer period is appropriate and 

publishes the reasons for such 

determination. The date of publication 

of notice of filing of the proposed rule 

change was June 12, 2020. December 9, 

2020 is 180 days from that date, and 

February 7, 2021 is 240 days from that 

date. 

The Commission finds it appropriate 

to designate a longer period within 

which to issue an order approving or 

disapproving the proposed rule change 

so that it has sufficient time to consider 

this proposed rule change. Accordingly, 

the Commission, pursuant to Section 

19(b)(2) of the Act,9 designates February 

7, 2021, as the date by which the 

Commission shall either approve or 

disapprove the proposed rule change 

(File No. SR–NASDAQ–2020–027). 


jbell on DSKJLSW7X2PROD with NOTICES