83642 Federal Register / Vol. 85, No. 246 / Tuesday, December 22, 2020 / Notices 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

25 17 CFR 240.19b–4(f)(6). 

26 17 CFR 240.19b–4(f)(6)(iii). 

27See Securities Exchange Act Release No. 88887 

(May 15, 2020), 85 FR 30990 (May 21, 2020) (SR– 

CboeBZX–2019–107) (Notice of Filing of 

Amendment No. 5 and Order Granting Accelerated 

Approval of a Proposed Rule Change, as Modified 

by Amendment No. 5, to Adopt Rule 14.11(m), 

Tracking Fund Shares, and to List and Trade Shares 

of the Fidelity Blue Chip Value ETF, Fidelity Blue 

Chip Growth ETF, and Fidelity New Millennium 

ETF). See also Securities Exchange Act Release No. 

90530 (November 30, 2020), 85 FR 78366 

(December 4, 2020) (SR–CboeBZX–2020–085) 

(Notice of Filing and Immediate Effectiveness of a 

Proposed Rule Change Relating to List and Trade 

Shares of the Fidelity Growth Opportunities ETF, 

Fidelity Magellan ETF, Fidelity Real Estate 

Investment ETF, and Fidelity Small-Mid Cap 

Opportunities ETF). 

28For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 29 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 7201 et seq. 

2Public Law 111–203, 124 Stat. 1376 (2010). 

3 17 CFR 202.190. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 25 normally does not 

become operative for 30 days after the 

date of the filing. However, pursuant to 

Rule 19b–4(f)(6)(iii),26 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay. The 

proposed rule change is substantially 

similar to other Tracking Fund Shares 

the Commission previously approved 27

and does not raise any novel regulatory 

issues. Accordingly, the Commission 

waives the 30-day operative delay and 

designates the proposal operative upon 

filing.28

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CboeBZX–2020–091 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CboeBZX–2020–091. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeBZX–2020–091 and 

should be submitted on or before 

January 12, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28148 Filed 12–21–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 10905; Release No. 90693] 

Order Approving Public Company 

Accounting Oversight Board Budget 

and Annual Accounting Support Fee 

for Calendar Year 2021 

December 16, 2020. 

The Sarbanes-Oxley Act of 2002, as 

amended (the ‘‘Sarbanes-Oxley Act’’),1

established the Public Company 

Accounting Oversight Board (‘‘PCAOB’’) 

to oversee the audits of companies that 

are subject to the securities laws, and 

related matters, in order to protect the 

interests of investors and further the 

public interest in the preparation of 

informative, accurate, and independent 

audit reports. Section 982 of the DoddFrank Wall Street Reform and Consumer 

Protection Act (the ‘‘Dodd-Frank Act’’) 2

amended the Sarbanes-Oxley Act to 

provide the PCAOB with explicit 

authority to oversee auditors of brokerdealers registered with the Securities 

and Exchange Commission (the 

‘‘Commission’’). The PCAOB is to 

accomplish these goals through the 

registration of public accounting firms, 

standard setting, inspections, and 

investigation and disciplinary programs. 

The PCAOB is subject to the 

comprehensive oversight of the 

Commission. 

Section 109 of the Sarbanes-Oxley Act 

provides that the PCAOB shall establish 

a reasonable annual accounting support 

fee, as may be necessary or appropriate 

to establish and maintain the PCAOB. 

Under Section 109(f) of the SarbanesOxley Act, the aggregate annual 

accounting support fee shall not exceed 

the PCAOB’s aggregate ‘‘recoverable 

budget expenses,’’ which may include 

operating, capital, and accrued items. 

The PCAOB’s annual budget and 

accounting support fee are subject to 

approval by the Commission. In 

addition, the PCAOB must allocate the 

annual accounting support fee among 

issuers and among brokers and dealers. 

Section 109(b) of the Sarbanes-Oxley 

Act directs the PCAOB to establish a 

budget for each fiscal year in accordance 

with the PCAOB’s internal procedures, 

subject to approval by the Commission. 

Rule 190 of Regulation P (the ‘‘budget 

rule’’) governs the Commission’s review 

and approval of PCAOB budgets and 

annual accounting support fees.3 The 

budget rule provides, among other 

things, a timetable for the preparation 

and submission of the PCAOB budget 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 246 / Tuesday, December 22, 2020 / Notices 83643 

4OMB Report to the Congress on the Joint 

Committee Reductions for Fiscal Year 2021, 

February 10, 2020, available at https://

www.whitehouse.gov/wp-content/uploads/2020/02/ 

JC-sequestration_report_FY21_2-10-20.pdf. 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5Rule 14.11(f)(4) applies to Trust Issued Receipts 

that invest in ‘‘Financial Instruments.’’ The term 

‘‘Financial Instruments,’’ as defined in Rule 

14.11(f)(4)(A)(iv), means any combination of 

investments, including cash; securities; options on 

securities and indices; futures contracts; options on 

futures contracts; forward contracts; equity caps, 

collars and floors; and swap agreements. 

6The Commission approved BZX Rule 14.11(f)(4) 

in Securities Exchange Act Release No. 68619 

(January 10, 2013), 78 FR 3489 (January 16, 2013) 

(SR–BATS–2012–044). 

7See Securities Exchange Act No. 64470 (May 11, 

2011) 76 FR 28493 (May 15, 2011) (SR–NYSEArca– 

Continued 

and for Commission actions related to 

each budget, a description of the 

information that should be included in 

each budget submission, limits on the 

PCAOB’s ability to incur expenses and 

obligations except as provided in the 

approved budget, procedures relating to 

supplemental budget requests, 

requirements for the PCAOB to furnish 

on a quarterly basis certain budgetrelated information, and a list of 

definitions that apply to the rule and to 

general discussions of PCAOB budget 

matters. 

In accordance with the budget rule, in 

March 2020 the PCAOB provided the 

Commission with a narrative 

description of its program issues and 

outlook for the 2021 budget year. In 

response, the Commission provided the 

PCAOB with economic assumptions and 

general budgetary guidance for the 2021 

budget year. The PCAOB subsequently 

delivered a preliminary budget and 

budget justification to the Commission. 

Staff from the Commission’s Office of 

the Chief Accountant and Office of 

Financial Management dedicated a 

substantial amount of time to the review 

and analysis of the PCAOB’s programs, 

projects, and budget estimates and 

attended several meetings with staff of 

the PCAOB to further develop the 

understanding of the PCAOB’s budget 

and operations. During the course of 

this review, Commission staff relied 

upon representations and supporting 

documentation from the PCAOB. Based 

on this review, the Commission issued 

a ‘‘passback’’ letter to the PCAOB on 

October 28, 2020. On November 19, 

2020, the PCAOB adopted its 2021 

budget and accounting support fee 

during an open meeting, and 

subsequently submitted that budget to 

the Commission for approval. 

After considering the above, the 

Commission did not identify any 

proposed disbursements in the 2021 

budget adopted by the PCAOB that are 

not properly recoverable through the 

annual accounting support fee, and the 

Commission believes that the aggregate 

proposed 2021 annual accounting 

support fee does not exceed the 

PCAOB’s aggregate recoverable budget 

expenses for 2021. 

Significant uncertainty surrounding 

the impact of COVID–19 on the 

PCAOB’s operations reinforces the 

importance of continued coordination 

between the SEC and PCAOB. The 

Commission directs the PCAOB during 

2021 to continue to schedule monthly 

meetings, as necessary, with the 

Commission’s staff to discuss important 

policy initiatives, changes related to 

program areas, and significant impacts 

to the PCAOB’s 2021 budget, including 

significant differences between actual 

and budgeted amounts and anticipated 

cost-savings. Separately, the 

Commission directs the PCAOB to 

continue its written quarterly updates 

on recent activities, including strategic 

initiatives, for the PCAOB’s Office of 

Economic and Risk Analysis, Office of 

Data, Security, and Technology, and 

Division of Registration and Inspections. 

The PCAOB Board will make itself 

available to meet with the 

Commissioners on these and other 

topics. The PCAOB should also submit 

its 2020 annual report to the 

Commission by March 31, 2021. 

The Commission understands that the 

Office of Management and Budget 

(‘‘OMB’’) has determined that the 2021 

budget of the PCAOB is subject to 

sequestration under the Budget Control 

Act of 2011.4 For 2020, the PCAOB 

sequestered $16.8 million. That amount 

will become available in 2021. For 2021, 

the sequestration amount will be 5.7% 

or $16.4 million. Consequently, we 

expect the PCAOB will have 

approximately $0.4 million in excess 

funds available from the 2020 

sequestration for spending in 2021. 

Accordingly, the PCAOB has reduced its 

accounting support fee for 2021 by 

approximately $0.4 million. 

The Commission has determined that 

the PCAOB’s 2021 budget and annual 

accounting support fee are consistent 

with Section 109 of the Sarbanes-Oxley 

Act. Accordingly, 

It is ordered, pursuant to Section 109 

of the Sarbanes-Oxley Act, that the 

PCAOB budget and annual accounting 

support fee for calendar year 2021 are 

approved. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28156 Filed 12–21–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90691; File No. SR– 

CboeBZX–2020–093] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To List and 

Trade Shares of the ProShares Short 

VIX Short-Term Futures ETF and the 

ProShares Ultra VIX Short-Term 

Futures ETF, Each a Series of 

ProShares Trust II, Under Rule 

14.11(f)(4), Trust Issued Receipts 

December 16, 2020. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

14, 2020, Cboe BZX Exchange, Inc. 

(‘‘Exchange’’ or ‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 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 list and 

trade Shares of the ProShares Short VIX 

Short-Term Futures ETF (the ‘‘Short 

Fund’’) and the ProShares Ultra VIX 

Short-Term Futures ETF (the ‘‘Ultra 

Fund’’, and collectively the ‘‘Funds’’) 

under Rule 14.11(f)(4), which governs 

the listing and trading of Trust Issued 

Receipts 5 on the Exchange.6 The 

Exchange notes that the Funds have 

previously been approved by the 

Commission and are currently listed on 

Arca.7 This proposal is substantively 


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