85782 Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 

28 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3For ERC hearings under Exchange Rule General 

3, Section 16, this temporary authority is granted 

to the ERC or relevant Subcommittee. 

4 If the Exchange requires temporary relief from 

the rule requirements identified in this proposal 

beyond April 30, 2021, the Exchange may submit 

a separate rule filing to extend the expiration date 

of the temporary amendments under these rules. 

The amended Exchange rules will revert back to 

their original state at the conclusion of the 

temporary relief period and any extension thereof. 

5See Exchange Act Release No. 89737 (September 

2, 2020), 85 FR 55712 (September 9, 2020) (SR– 

FINRA–2020–027) (‘‘FINRA Filing’’). See also 

Exchange Act Release No. 90619 (December 9, 

2020), 85 FR 81250 (December 15, 2020) (SR– 

FINRA–2020–042) (extending the relief in the 

FINRA Filing through April 30, 2021). The 

Exchange notes that the FINRA Filing also proposed 

to temporarily amend FINRA Rules 9261, 9524, and 

9830, which govern hearings in connection with 

appeals of disciplinary actions, eligibility 

proceedings, and temporary and permanent cease 

and desist orders. The Exchange’s Rules 9261, 9524, 

and 9830 incorporate by reference The Nasdaq 

Stock Market LLC rules, which are the subject of a 

separate filing. See SR–NASDAQ–2020–076 

(November 5, 2020). Therefore, the Exchange is not 

proposing to adopt that aspect of the FINRA Filing. 

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– 

NYSE–2020–104 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–2020–104. 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 such 

filing also will be available for 

inspection and copying at the principal 

office of NYSE. 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– 

2020–104 and should be submitted on 

or before January 19, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.28

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28665 Filed 12–28–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90758; File No. SR–Phlx– 

2020–53] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Harmonize Exchange 

Rule General 3, Section 16 With Recent 

Changes by the Financial Industry 

Regulatory Authority, Inc. 

December 21, 2020. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on December 11, 2020, Nasdaq PHLX 

LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared substantially by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to harmonize 

Exchange Rule General 3, Section 16 

with recent changes by the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’). This amendment would 

temporarily grant the Exchange Review 

Council (‘‘ERC’’) authority 3 to conduct 

hearings in connection with appeals of 

Membership Application Program 

decisions by video conference, if 

warranted by the current COVID–19- 

related public health risks posed by an 

in-person hearing. As proposed, the 

temporary amendment would be in 

effect through April 30, 2021.4

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/phlx/rules, 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 

Exchange 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 these 

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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to harmonize 

Exchange Rule General 3, Section 16 

with recent changes to FINRA Rule 1015 

in order to temporarily grant the ERC 

authority to conduct hearings in 

connection with appeals of Membership 

Application Program decisions by video 

conference, if warranted by the current 

COVID–19-related public health risks 

posed by an in-person hearing.5 As 

proposed, these temporary amendments 

would be in effect through April 30, 

2021. 

Background 

The Exchange’s rule regarding the 

hearing and evidentiary process for 

appeals of Membership Application 

Program decisions as set forth in Rule 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 85783 

6See FINRA Filing, 85 FR at 55712. 

7See id. at 55712. 

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

9 15 U.S.C. 78f(b)(5). 

10See FINRA Filing, 85 FR at 55716. 

11 15 U.S.C. 78s(b)(3)(A)(iii). 

12 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

General 3, Section 16 is based on 

FINRA’s Rule 1015. As adopted, the text 

of Exchange Rule General 3, Section 16 

is substantially the same as FINRA Rule 

1015, with the exception of conforming 

and technical differences. 

In view of the ongoing spread of 

COVID–19 and its effect on FINRA’s 

adjudicatory functions nationwide, 

FINRA recently filed a temporary rule 

change to grant the National 

Adjudicatory Council (‘‘NAC’’) the 

authority to conduct certain hearings by 

video conference, if warranted by the 

current COVID–19-related public health 

risks posed by in-person hearings.6

Accordingly, the Exchange proposes to 

file this temporary rule change to align 

with the temporary rule change filed by 

FINRA. 

Mirroring FINRA’s NAC, the ERC is 

the Exchange’s appellate body, which 

reviews initial decisions issued by 

FINRA’s Office of Hearing Officers 

(‘‘OHO’’) and—through 

Subcommittees—holds evidentiary 

hearings for Membership Application 

Program decision appeals and eligibility 

proceedings under Exchange Rule 

General 3, Section 16. This temporary 

proposed rule change will allow the 

ERC or relevant Subcommittee to make 

an assessment as to whether an inperson hearing would compromise the 

health and safety of the hearing 

participants such that the hearing 

should proceed by video conference. 

Proposed Rule Change 

Consistent with FINRA’s temporary 

amendment to FINRA Rule 1015, the 

Exchange proposes to temporarily grant 

the ERC authority to conduct hearings 

in connection with appeals of 

Membership Application Program 

decisions by video conference, if 

warranted by the current COVID–19- 

related public health risks posed by an 

in-person hearing. The proposed change 

will permit the ERC to make an 

assessment, based on critical COVID–19 

data and criteria, as to whether an inperson hearing would compromise the 

health and safety of the hearing 

participants such that the hearing 

should proceed by video conference. 

The Exchange believes that this is a 

reasonable procedure to follow in 

hearings under Rule General 3, Section 

16. 

To effectuate these changes, the 

Exchange proposes to add the following 

sentence to General 3, Section 16(a)(vi): 

Upon consideration of the current public 

health risks presented by an in-person 

hearing, the Exchange Review Council or 

Subcommittee may, on a temporary basis, 

determine that the hearing shall be 

conducted, in whole or in part, by video 

conference. 

The proposed text is substantially the 

same as the language adopted by 

FINRA, excepting conforming and 

technical differences.7

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,8 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,9

in particular, in that it is designed 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, by 

providing greater harmonization 

between the Exchange rules and FINRA 

rules of similar purpose, resulting in 

less burdensome and more efficient 

regulatory compliance. 

As previously noted, the text of 

Exchange Rule General 3, Section 16 is 

substantially the same as FINRA’s rule. 

As such, the proposed rule change will 

foster cooperation and coordination 

with persons engaged in facilitating 

transactions in securities and will 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system. 

The Exchange believes that the 

proposed temporary rule change will 

permit the Exchange to effectively 

conduct hearings during the COVID–19 

pandemic in situations where in-person 

hearings present likely public health 

risks. The ability to conduct hearings by 

video conference will thereby permit 

the Exchange’s adjudicatory functions to 

continue unabated, thereby avoiding 

protracted delays. Conducting hearings 

via video conference will give the 

parties and adjudicators simultaneous 

visual and oral communication without 

the risks inherent in physical proximity 

during a pandemic. 

The Exchange believes that the 

temporary proposed rule change strikes 

an appropriate balance between 

providing fair process and enabling the 

Exchange to fulfill its statutory 

obligations to protect investors and 

maintain fair and orderly markets while 

accounting for the significant health and 

safety risks of in-person hearings 

stemming from the outbreak of COVID– 

19. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the temporary proposed rule change 

will impose any burden on competition 

not necessary or appropriate in 

furtherance of the purposes of the Act. 

The proposed rule change is not 

intended to address competitive issues 

but is rather intended solely to provide 

temporary relief given the impacts of the 

COVID–19 pandemic. In its filing, 

FINRA provides an abbreviated 

economic impact assessment 

maintaining that the changes are 

necessary to temporarily rebalance the 

attendant benefits and costs of the 

obligations under FINRA Rule 1015 in 

response to the impacts of the COVID– 

19 pandemic that is equally applicable 

to the changes the Exchange proposes.10

The Exchange accordingly incorporates 

FINRA’s abbreviated economic impact 

assessment by reference. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 11 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.12

The Exchange believes that this filing 

is non-controversial and eligible to 

become effective immediately because 

the proposal promotes uniformity in 

rules across self-regulatory 

organizations thereby enabling the 

Exchange to conduct hearings during 

the COVID–19 pandemic by video 

conference where the health risks of inperson hearings are significant. The 

proposed rule change is based on, and 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES
85784 Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 

13 17 CFR 200.30–3(a)(12). 

1The term ‘‘BDC’’ means business development 

company as defined under Section 2(a)(48) of the 

Act. 

2The term ‘‘Fund’’ means (i) the KREST Fund 

and (ii) any existing or future closed-end 

management investment company (A) that is 

registered under the Act or has elected to be 

similar to, recent changes made to 

FINRA Rule 1015 that addressed the 

issue of balancing public health risks 

with conducting hearings during the 

COVID–19 pandemic. The Exchange 

proposes to adopt the rule change in 

substantially the same form as it was 

adopted by FINRA. The Exchange 

further believes that the proposed rule 

change would not significantly affect 

the protection of investors or the public 

interest or impose any significant 

burden on competition because the 

changes are based on the rules of 

FINRA. Moreover, the proposed rule 

change is not intended to address 

competitive issues but rather is 

concerned solely with providing 

temporary relief given the impacts of the 

COVID–19 pandemic. 

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– 

Phlx–2020–53 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–Phlx–2020–53. 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–Phlx–2020–53 and should 

be submitted on or before January 19, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28672 Filed 12–28–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34147; 812–15096–01] 

KKR Registered Advisor LLC and KKR 

Real Estate Select Trust Inc. 

December 22, 2020. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (‘‘Act’’) for an 

exemption from section 23(a)(1) of the 

Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies (‘‘closed-end 

funds’’) and business development 

companies (‘‘BDCs’’,1 and together with 

the closed-end funds, ‘‘Funds’’) to pay 

Advisory Fees (defined below) in shares 

of their common stock (‘‘Shares’’). 

APPLICANTS: KKR Registered Advisor 

LLC (the ‘‘Existing Adviser’’) and KKR 

Real Estate Select Trust Inc. (the 

‘‘KREST Fund’’ and together with the 

Existing Adviser, the ‘‘Applicants’’). 

FILING DATES: The application was filed 

on February 19, 2020, and amended on 

May 28, 2020, September 14, 2020, 

November 5, 2020, and December 18, 

2020. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the application will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on January 

18, 2021, and should be accompanied 

by proof of service on the Applicants, in 

the form of an affidavit or, for lawyers, 

a certificate of service. Pursuant to rule 

0–5 under the Act, hearing requests 

should state the nature of the writer’s 

interest, any facts bearing upon the 

desirability of a hearing on the matter, 

the reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission: SecretarysOffice@sec.gov. Applicants: Lori 

Hoffman, Esq., General.Counsel@

kkr.com. 

FOR FURTHER INFORMATION CONTACT: HaeSung Lee, Senior Counsel, at (202) 551– 

7345, or Trace W. Rakestraw, Branch 

Chief, at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file number 

or an Applicant using the ‘‘Company’’ 

name box, at http://www.sec.gov/ 

search/search.htm or by calling (202) 

551–8090. 

Applicants’ Representations 

1. Applicants seek an order of the 

Commission under section 6(c) of the 

Act, granting an exemption from section 

23(a)(1) of the Act to the extent 

necessary to allow a Fund 2 to pay its 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES