85712 Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 

21See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

22NetCoalition 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–NYSEArca–2006–21)). 

23 15 U.S.C. 78s(b)(3)(A). 

24 17 CFR 240.19b–4(f). 25 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

investors and listed companies.’’ 21 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, 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.’. . .’’22 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) 

of the Act 23 and paragraph (f) of Rule 

19b–4 24 thereunder, because it 

establishes a due, fee, or other charge 

imposed by the Exchange. 

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– 

CboeEDGX–2020–062 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–CboeEDGX–2020–062. 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

CboeEDGX–2020–062 and should be 

submitted on or before January 19, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28670 Filed 12–28–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90744; File No. SR–NYSE– 

2020–102] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

December 21, 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 December 

15, 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 and II 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 its 

Price List to extend the waiver of 

equipment and related service charges 

and trading license fees for NYSE 

Trading Floor-based member 

organizations. The Exchange proposes 

to implement the fee changes effective 

January 1, 2021. 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. 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 85713 

4See Press Release, dated March 18, 2020, 

available here: https://ir.theice.com/press/pressreleases/allcategories/2020/03-18-2020-204202110. 

5See Securities Exchange Act Release No. 88602 

(April 8, 2020), 85 FR 20730 (April 14, 2020) (SR– 

NYSE–2020–27); Securities Exchange Act Release 

No. 88874 (May 14, 2020), 85 FR 30743 (May 20, 

2020) (SR–NYSE–2020–29). See footnote 11 of the 

Price List. 

6See Trader Update, dated May 14, 2020, 

available here: https://www.nyse.com/traderupdate/ 

history#110000251588. 

7See Trader Update, dated June 15, 2020, 

available here: https://www.nyse.com/traderupdate/history#110000272018. 

8See Securities Exchange Act Release No. 89050 

(June 11, 2020), 85 FR 36637 (June 17, 2020) (SR– 

NYSE–2020–49); Securities Exchange Act Release 

No. 89324 (July 15, 2020), 85 FR 44129 (July 21, 

2020) (SR–NYSE–2020–59); Securities Exchange 

Act Release No. 89754 (September 2, 2020), 85 FR 

55550 (September 8, 2020) (SR–NYSE–2020–71); 

Securities Exchange Act Release No. 89798 

(September 9, 2020), 85 FR 57263 (September 15, 

2020) (SR–NYSE–2020–72); Securities Exchange 

Act Release No. 90161 (October 13, 2020), 85 FR 

66370 (October 19, 2020) (SR–NYSE–2020–81); and 

Securities Exchange Act Release No. 90391 

(November 10, 2020), 85 FR 73326 (November 17, 

2020) (SR–NYSE–2020–92). 

9See Trader Update, dated June 15, 2020, 

available here: https://www.nyse.com/traderupdate/history#110000272018. DMMs continue to 

support a subset of NYSE-listed securities remotely. 

10The Service Charges also include an internet 

Equipment Monthly Hosting Fee that the Exchange 

did not previously waive and that the Exchange 

does not propose to waive for January 2021. 

11See notes 5–8, supra. See footnote 15 of the 

Price List. Beginning in August 2020, member 

organizations with a physical trading Floor 

presence that became member organizations on or 

after April 1, 2020 became eligible for a one-time 

credit for the member organization’s indicated 

annual trading license fee for the months of April 

through July 2020 if the member organization meets 

the other requirements for the waiver described in 

footnote 15 of the Price List. The Exchange 

proposes to delete this language from the Price List 

as moot. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Price List to extend the waiver of 

equipment and related service charges 

and trading license fees for NYSE 

Trading Floor-based member 

organizations that have been unable to 

resume their Floor operations to a 

certain capacity level, as discussed 

below. The Exchange proposes to 

implement the fee change effective 

January 1, 2021. 

As proposed, the Exchange would 

waive 50% of the Telephone System 

charges and Service Charges (except for 

the internet Equipment Monthly 

Hosting Fee) and trading license fees for 

the billing month of January 2021 only 

for member organizations that (1) meet 

the current requirements for these 

waivers, and (2) are unable to operate at 

more than 50% of their March 2020 onFloor staffing levels or, for member 

organizations that began Floor 

operations after March 2020, are unable 

to operate at more than 50% of their 

Exchange-approved on-Floor staffing 

levels, both excluding part-time Floor 

brokers. 

Background 

Beginning on March 16, 2020, in 

order to slow the spread of the novel 

coronavirus (‘‘COVID–19’’) through 

social distancing measures, significant 

limitations were placed on large 

gatherings throughout the country. As a 

result, on March 18, 2020, the Exchange 

determined that beginning March 23, 

2020, the physical Trading Floor 

facilities located at 11 Wall Street in 

New York City would close and that the 

Exchange would move, on a temporary 

basis, to fully electronic trading.4

Following the temporary closure of the 

Trading Floor, the Exchange waived 

certain equipment fees for the booth 

telephone system on the Trading Floor 

and associated service charges for the 

months of April and May.5

On May 14, 2020, the Exchange 

announced that on May 26, 2020 trading 

operations on the Trading Floor would 

resume on a limited basis to a subset of 

Floor brokers, subject to health and 

safety measures designed to prevent the 

spread of COVID–19.6 On June 15, 2020, 

the Exchange announced that on June 

17, 2020, the Trading Floor would 

reintroduce a subset of DMMs, also 

subject to health and safety measures 

designed to prevent the spread of 

COVID–19.7 Following this partial 

reopening of the Trading Floor, the 

Exchange extended the equipment fee 

waiver for the months of June through 

December 2020.8 The Trading Floor 

continues to operate with reduced 

headcount and additional health and 

safety precautions.9

Proposed Rule Change 

In response to the unprecedented 

events surrounding the spread of 

COVID–19 in 2020, the Exchange 

waived certain equipment and related 

service charges and trading license fees 

for NYSE Trading Floor-based member 

organizations for the months of April 

through December 2020. 

Specifically, during that period the 

Exchange waived the Annual Telephone 

Line Charge of $400 per phone number 

and the $129 fee for a single line phone, 

jack, and data jack. The Exchange also 

waived related service charges, as 

follows: $161.25 to install single jack 

(voice or data); $107.50 to relocate a 

jack; $53.75 to remove a jack; $107.50 to 

install voice or data line; $53.75 to 

disconnect data line; $53.75 to change a 

phone line subscriber; and 

miscellaneous telephone charges billed 

at $106 per hour in 15 minute 

increments.10 These fees were waived 

for (1) member organizations with at 

least one trading license, a physical 

Trading Floor presence, and Floor 

broker executions accounting for 40% or 

more of the member organization’s 

combined adding, taking, and auction 

volumes during March 1 to March 20, 

2020, or, beginning in August 2020, if 

not a member organization during 

March 1 to March 20, 2020, based on the 

member organization’s combined 

adding, taking, and auction volumes 

during its first month as a member 

organization on or after May 26, 2020, 

i.e., the date the Trading Floor reopened on a limited basis, and (2) 

member organizations with at least one 

trading license that are Designated 

Market Makers with 30 or fewer 

assigned securities for the billing month 

of March 2020. 

In addition, to further reduce costs for 

member organizations with a Trading 

Floor presence, the Exchange waived 

the monthly portion of all applicable 

annual fees between April and 

December 2020, for (1) member 

organizations with at least one trading 

license, a physical Trading Floor 

presence and Floor broker executions 

accounting for 40% or more of the 

member organization’s combined 

adding, taking, and auction volumes 

during March 1 to March 20, 2020, or, 

beginning in August 2020, if not a 

member organization during March 1 to 

March 20, 2020, based on the member 

organization’s combined adding, taking, 

and auction volumes during its first 

month as a member organization on or 

after May 26, 2020, and (2) member 

organizations with at least one trading 

license that are DMMs with 30 or fewer 

assigned securities for the billing month 

of March 2020.11

Because the Trading Floor continues 

to operate with reduced capacity, the 

Exchange proposes to extend the waiver 

of these Trading Floor-based fees for the 

billing month of January 2021. As 

proposed, the Exchange would waive 

50% of the Annual Telephone Line 

Charge of $400 per phone number; the 

$129 fee for a single line phone, jack, 

and data jack; the related service 

charges ($161.25 to install single jack 

(voice or data); $107.50 to relocate a 

jack; $53.75 to remove a jack; $107.50 to 

install voice or data line; $53.75 to 

disconnect data line; $53.75 to change a 

phone line subscriber; and 

miscellaneous telephone charges billed 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES
85714 Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 

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

13 15 U.S.C. 78f(b)(4) & (5). 

14See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) 

(S7–10–04) (Final Rule) (‘‘Regulation NMS’’). 

15See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

16See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. See 

generally https://www.sec.gov/fast-answers/ 

divisionsmarketregmrexchangesshtml.html. 

17See FINRA ATS Transparency Data, available 

at https://otctransparency.finra.org/ 

otctransparency/AtsIssueData. A list of alternative 

trading systems registered with the Commission is 

available at https://www.sec.gov/foia/docs/ 

atslist.htm. 

18See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. 

at $106 per hour in 15 minute 

increments); and the monthly portion of 

all applicable annual fees only for 

member organizations that 

• meet the current requirements of 

having at least one trading license, a 

physical trading Floor presence and 

Floor broker executions accounting for 

40% or more of the member 

organization’s combined adding, taking, 

and auction volumes during March 1 to 

March 20, 2020 or, if not a member 

organization during March 1 to March 

20, 2020, based on the member 

organization’s combined adding, taking, 

and auction volumes during its first 

month as a member organization on or 

after May 26, 2020, and 

• are unable to operate at more than 

50% of their March 2020 on-Floor 

staffing levels or, for member 

organizations that began Floor 

operations after March 2020, are unable 

to operate at more than 50% of their 

Exchange-approved on-Floor staffing 

levels, both excluding part-time Floor 

brokers known as ‘‘flex brokers’’ 

(hereinafter, ‘‘Qualifying Firms’’). 

Because the Trading Floor will 

continue to operate with reduced 

capacity, the Exchange proposes to 

extend the fee waiver for Qualifying 

Firms for the billing month of January 

2021. The Exchange proposes to cap the 

waiver at 50%. The Exchange also 

proposes to clarify that Qualifying Firms 

would include firms that began Floor 

operations after March 2020 that are 

unable to operate at more than 50% of 

their Exchange-approved on-Floor 

staffing levels, both excluding part-time 

Floor brokers. The Exchange does not 

propose to extend the waiver of 

equipment and related service charges 

and trading license fees for DMMs with 

at least one trading license and 30 or 

fewer assigned securities for the billing 

month of March 2020, which expire at 

the end of December 2020. 

The proposed fee change is designed 

to reduce monthly costs for all 

Qualifying Firms whose operations 

continue to be disrupted even though 

the Trading Floor has partially 

reopened. In reducing this monthly 

financial burden, the proposed change 

would allow Qualifying Firms that that 

are unable to operate at more than 50% 

of their March 2020 or Exchangeapproved on-Floor staffing levels to 

reallocate funds to assist with the cost 

of shifting and maintaining their prior 

fully-staffed on-Floor operations to offFloor and recoup losses resulting from 

the partial reopening. The Exchange 

believes that all Qualifying Firms would 

benefit from the proposed fee change. 

The proposed changes are not 

otherwise intended to address other 

issues, and the Exchange is not aware of 

any significant problems that market 

participants would have in complying 

with the proposed changes. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,12 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,13 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. 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.’’ 14

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 15 Indeed, equity trading is 

currently dispersed across 16 

exchanges,16 31 alternative trading 

systems,17 and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 

single exchange has more than 16% 

market share.18 Therefore, no exchange 

possesses significant pricing power in 

the execution of equity order flow. More 

specifically, the Exchange’s market 

share of trading in Tape A, B and C 

securities combined is less than 12%. 

The Proposed Change Is Reasonable 

The proposed extension of the waiver 

of equipment and related service fees 

and the applicable monthly trading 

license fee for Qualified Firms is 

reasonable in light of the continued 

partial closure of the NYSE Trading 

Floor as a result of spread of COVID–19. 

The proposed change is reasonable 

because it would reduce monthly costs 

for all Qualifying Firms whose 

operations have been disrupted despite 

the fact that the Trading Floor has 

partially reopened because of the social 

distancing requirements and/or other 

health concerns related to resuming 

operation on the Trading Floor. In 

reducing this monthly financial burden, 

the proposed change would allow 

Qualifying Firms that that are unable to 

operate at more than 50% of their March 

2020 or Exchange-approved on-Floor 

staffing levels to reallocate funds to 

assist with the cost of shifting and 

maintaining their prior fully-staffed onFloor operations to off-Floor and recoup 

losses resulting from the partial 

reopening of the Trading Floor. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes the proposed 

extension of the waiver of equipment 

and related service fees and the 

applicable monthly trading license fee 

for Qualified Members is an equitable 

allocation of fees. The proposed waivers 

apply to all Trading Floor-based firms 

meeting specific requirements during 

the specified period that the Trading 

Floor remains partially open. The 

Exchange believes the proposed rule 

change is an equitable allocation of its 

fees and credits as it continues the 

previous fee waiver for Qualifying 

Firms, which affects fees charged only 

to Floor participants and does not apply 

to participants that conduct business 

off-Floor. The Exchange believes it is an 

equitable allocation of fees and credits 

to extend the fee waiver for Qualifying 

Firms because such firms have either no 

more than half of their Floor staff (as 

measured by either the March 2020 or 

Exchange-approved) levels, and this 

reduction in staffing levels on the 

Trading Floor impacts the speed, 

volume and efficiency with which these 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 85715 

19 15 U.S.C. 78f(b)(8). 

20Regulation NMS, 70 FR at 37498–99. 

21 15 U.S.C. 78s(b)(3)(A). 

22 17 CFR 240.19b–4(f)(2). 

23 15 U.S.C. 78s(b)(2)(B). 

firms can operate, to their financial 

detriment. 

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory 

because the proposed continuation of 

the fee waiver would affect all similarlysituated market participants on an equal 

and non-discriminatory basis. The 

Exchange is not proposing to waive the 

Trading Floor-related fees indefinitely, 

but rather during the specified period 

during which the Trading Floor is not 

fully open. The Exchange believes that 

it is reasonable to clarify that firms that 

began Floor operations on the Exchange 

after March 2020 would be included as 

‘‘Qualifying Firms’’ if such firms are 

unable to operate at more than 50% of 

their Exchange-approved on-Floor 

staffing levels insofar as such treatment 

places all firms on a level playing field, 

meet the current requirements for the 

waiver, and avoids placing ‘‘newer’’ 

Qualifying Firms at a financial 

disadvantage. The Exchange also 

believes that the proposed change 

would add clarity and transparency and 

reduce the potential for confusion in the 

Fee Schedule as relates to the treatment 

new Floor participants. Moreover, as 

noted, the proposed fee change is 

designed to ease the financial burden on 

Trading Floor-based member 

organizations that cannot fully conduct 

Floor operations. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,19 the Exchange believes that the 

proposed rule change would not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Instead, as 

discussed above, the Exchange believes 

that the proposed changes would 

encourage the continued participation 

of member organizations on the 

Exchange by providing certainty and fee 

relief during the ongoing pandemic. As 

a result, the Exchange believes that the 

proposed change furthers the 

Commission’s goal in adopting 

Regulation NMS of fostering integrated 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 20

Intramarket Competition. The 

proposed continued waiver of 

equipment and related service fees and 

the applicable monthly trading license 

fee for Qualified Firms is designed to 

reduce monthly costs for those Floor 

participants whose operations continue 

to be impacted by the COVID–19 

pandemic despite the fact that the 

Trading Floor has partially reopened. In 

reducing this monthly financial burden, 

the proposed change would allow 

Qualifying Firms that had Floor 

operations in March 2020 to reallocate 

funds to assist with the cost of shifting 

and maintaining their previously onFloor operations to off-Floor. Absent 

this change, all Qualifying Firms may 

experience an unintended increase in 

the cost of doing business on the 

Exchange, given that the Trading Floor 

has only reopened in a limited capacity. 

The Exchange believes that the 

proposed waiver of fees for Qualifying 

Firms would not impose a disparate 

burden on competition among market 

participants on the Exchange because 

off-Floor market participants are not 

subject to these Floor-based fixed fees. 

In addition, Floor-based firms that are 

not subject to the extent of staffing 

shortfalls as are Qualifying Firms, i.e., 

firms that have more than 50% of their 

March 2020, or Exchange-approved 

staffing levels on the Trading Floor, do 

not face the same operational level of 

disruption and potential financial 

impact during the partial reopening of 

the Trading Floor. As noted, the 

proposal would apply to all similarly 

situated member organizations on the 

same and equal terms, who would 

benefit from the changes on the same 

basis. Accordingly, the proposed change 

would not impose a disparate burden on 

competition among market participants 

on the Exchange. 

Intermarket Competition. As 

described above, the Exchange operates 

in a highly competitive market in which 

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. The Exchange believes 

that the proposed rule change reflects 

this competitive environment because it 

permits impacted member organizations 

to continue to conduct market-making 

operations on the Exchange and avoid 

unintended costs of doing business on 

the Exchange while the Trading Floor is 

not fully open, which could make the 

Exchange a less competitive venue on 

which to trade as compared to other 

equities markets. In reducing this 

monthly financial burden, the proposed 

change would allow affected 

participants to reallocate funds to assist 

with the cost of shifting and 

maintaining their prior fully-staffed onFloor operations to off-Floor. Absent 

this change, Qualifying Firms may 

experience an unintended increase in 

the cost of doing business on the 

Exchange, which would make the 

Exchange a less competitive venue on 

which to trade as compared to other 

options exchanges. 

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 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 21 of the Act and 

subparagraph (f)(2) of Rule 19b–4 22

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such 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 

under Section 19(b)(2)(B) 23 of the Act 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– 

NYSE–2020–102 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. 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES
85716 Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 

24 17 CFR 200.30–3(a)(12). 

1The term ‘‘Adviser’’ means (i) the Initial 

Adviser, (ii) its successors, and (iii) any entity 

controlling, controlled by or under common control 

with, the Initial Adviser or its successors that serves 

as the primary adviser to a Sub-Advised Fund. For 

the purposes of the requested order, ‘‘successor’’ is 

limited to an entity or entities that result from a 

reorganization into another jurisdiction or a change 

in the type of business organization. Any other 

Adviser also will be registered with the 

Commission as an investment adviser under the 

Advisers Act. 

2The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Sub-Advised Fund 

(as defined below), if different from the board of 

trustees (‘‘Trustees’’) of the Trust. 

3A ‘‘Wholly-Owned Sub-Adviser’’ is any 

investment adviser that is (1) an indirect or direct 

‘‘wholly-owned subsidiary’’ (as such term is 

defined in Section 2(a)(43) of the Act) of the 

Adviser, (2) a ‘‘sister company’’ of the Adviser that 

is an indirect or direct ‘‘wholly-owned subsidiary’’ 

of the same company that indirectly or directly 

wholly owns the Adviser (the Adviser’s ‘‘parent 

company’’), or (3) a parent company of the Adviser. 

An ‘‘Affiliated Sub-Adviser’’ is any investment subadviser that is not a Wholly-Owned Sub-Adviser, 

but is an ‘‘affiliated person’’ (as defined in Section 

2(a)(3) of the Act) of a Sub-Advised Fund or the 

Adviser for reasons other than serving as 

investment sub-adviser to one or more Funds. A 

‘‘Non-Affiliated Sub-Adviser’’ is any investment 

adviser that is not an ‘‘affiliated person’’ (as defined 

in the Act) of a Fund or the Adviser, except to the 

extent that an affiliation arises solely because the 

Sub-Adviser serves as a sub-adviser to one or more 

Funds. 

All submissions should refer to File 

Number SR–NYSE–2020–102. 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–2020–102 and 

should be submitted on or before 

January 19, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28664 Filed 12–28–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34144; 812–15167] 

ETF Series Solutions and ClearShares, 

LLC 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

SUMMARY: ETF Series Solutions 

(‘‘Trust’’), a Delaware statutory trust 

registered under the Act as an open-end 

management investment company with 

multiple series (each a ‘‘Fund’’) and 

ClearShares LLC (‘‘Initial Adviser’’), a 

Delaware limited liability company 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’) that serves an 

investment adviser to the Funds 

(collectively with the Trust, the 

‘‘Applicants’’) have applied for an 

exemption from the Investment 

Company Act of 1940. The requested 

exemption would permit Applicants to 

enter into and materially amend subadvisory agreements with sub-advisers 

without shareholder approval and 

would grant relief from the Disclosure 

Requirements as they relate to fees paid 

to the sub-advisers. 

DATES: The application was filed on 

September 29, 2020. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

michael.barolsky@usbank.com. 

FOR FURTHER INFORMATION CONTACT: 

Nina Kostyukovsky, Senior Counsel, at 

(202) 551–8833, or Parisa Haghshenas, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: Notice of 

an application under Section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from Section 

15(a) of the Act, as well as from certain 

disclosure requirements in Rule 20a–1 

under the Act, Item 19(a)(3) of Form N– 

1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 

22(c)(8) and 22(c)(9) of Schedule 14A 

under the Securities Exchange Act of 

1934 (‘‘1934 Act’’), and Sections 6– 

07(2)(a), (b), and (c) of Regulation S–X 

(‘‘Disclosure Requirements’’). 

Hearing or Notification of Hearing: An 

order granting the requested relief 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 

15, 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. 

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. 

I. Requested Exemptive Relief 

1. Applicants request an order to 

permit the Adviser,1 subject to the 

approval of the board of trustees of the 

Trust (collectively, the ‘‘Board’’),2

including a majority of the trustees who 

are not ‘‘interested persons’’ of the Trust 

or the Adviser, as defined in Section 

2(a)(19) of the Act (the ‘‘Independent 

Trustees’’), without obtaining 

shareholder approval, to: (i) Select 

investment sub-advisers (‘‘SubAdvisers’’) for all or a portion of the 

assets of one or more of the Funds 

pursuant to an investment sub-advisory 

agreement with each Sub-Adviser (each 

a ‘‘Sub-Advisory Agreement’’); and (ii) 

materially amend Sub-Advisory 

Agreements with the Sub-Advisers. 

2. Applicants also request an order 

exempting the Sub-Advised Funds (as 

defined below) from the Disclosure 

Requirements, which require each Fund 

to disclose fees paid to a Sub-Adviser. 

Applicants seek relief to permit each 

Sub-Advised Fund to disclose (as a 

dollar amount and a percentage of the 

Fund’s net assets): (i) The aggregate fees 

paid to the Adviser and any WhollyOwned Sub-Advisers; and (ii) the 

aggregate fees paid to Affiliated and 

Non-Affiliated Sub-Advisers 

(‘‘Aggregate Fee Disclosure’’).3


KHAMMOND on DSKJM1Z7X2PROD with NOTICES