Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4147 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange initially filed to adopt the fee 

waiver and waive the BTL fee in 2015. See 

Securities Exchange Act Release No. 74031 (January 

12, 2015), 80 FR 2462 (January 16, 2015) (SR– 

NYSE–2014–78). The Exchange has filed to extend 

the fee waiver and waive the BTL fee for each 

calendar year since 2017. See Securities Exchange 

Act Release Nos. 79710 (December 29, 2016), 82 FR 

1395 (January 5, 2017) (SR–NYSE–2016–89); 82418 

(December 28, 2017), 83 FR 568 (January 4, 2018) 

(SR–NYSE–2017–70); 84899 (December 20, 2018), 

83 FR 67395 (December 28, 2018) (SR–NYSE–2018– 

65); and 87952 (January 13, 2020), 85 FR 3089 

(January 17, 2020) (SR–NYSE–2019–73). 

the Act, with all relevant information 

concerning: 

(i) any material interest in the 

proposed new Sub-Adviser, in the case 

of a Sub-Adviser Change, or the SubAdviser in the case of a Sub-Adviser 

Review, held directly or indirectly by 

the Adviser or a parent or sister 

company of the Adviser, and any 

material impact the proposed SubAdvisory Agreement may have on that 

interest; 

(ii) any arrangement or understanding 

in which the Adviser or any parent or 

sister company of the Adviser is a 

participant that (A) may have had a 

material effect on the proposed SubAdviser Change or Sub-Adviser Review, 

or (B) may be materially affected by the 

proposed Sub-Adviser Change or SubAdviser Review; 

(iii) any material interest in a SubAdviser held directly or indirectly by an 

officer or Trustee of the Sub-Advised 

Fund, or an officer or board member of 

the Adviser (other than through a 

pooled investment vehicle not 

controlled by such person); and 

(iv) any other information that may be 

relevant to the Board in evaluating any 

potential material conflicts of interest in 

the proposed Sub-Adviser Change or 

Sub-Adviser Review. 

(b) the Board, including a majority of 

the Independent Trustees, will make a 

separate finding, reflected in the Board 

minutes, that the Sub-Adviser Change or 

continuation after Sub-Adviser Review 

is in the best interests of the SubAdvised Fund and its shareholders and, 

based on the information provided to 

the Board, does not involve a conflict of 

interest from which the Adviser, a SubAdviser, any officer or Trustee of the 

Sub-Advised Fund, or any officer or 

board member of the Adviser derives an 

inappropriate advantage. 

9. Each Sub-Advised Fund will 

disclose in its registration statement the 

Aggregate Fee Disclosure. 

10. In the event that the Commission 

adopts a rule under the Act providing 

substantially similar relief to that in the 

order requested in the application, the 

requested order will expire on the 

effective date of that rule. 

11. Any new Sub-Advisory 

Agreement or any amendment to an 

existing Investment Advisory 

Agreement or Sub-Advisory Agreement 

that directly or indirectly results in an 

increase in the aggregate advisory fee 

rate payable by the Sub-Advised Fund 

will be submitted to the Sub-Advised 

Fund’s shareholders for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00803 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90891; File No. SR–NYSE– 

2021–03] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend its 

Price List To Extend a Waiver of New 

Firm Application Fees for Certain 

Applications and of Bond Trading 

License Fees 

January 11, 2021. 

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 January 

4, 2021, 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 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 amend its 

Price List to (1) extend a fee waiver for 

new firm application fees for applicants 

seeking only to obtain a bond trading 

license (‘‘BTL’’) for 2021; and (2) waive 

the BTL fee for 2021. The Exchange 

proposes to implement the fee changes 

effective January 4, 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. 

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 (1) extend a fee waiver for 

new firm application fees for applicants 

seeking only to obtain a BTL for 2021; 

and (2) waive the BTL fee for 2021.4 The 

Exchange proposes to implement the fee 

changes effective January 4, 2021. 

The Exchange currently charges a 

New Firm Fee ranging from $2,500 to 

$20,000, depending on the type of firm, 

which is charged per application for any 

broker-dealer that applies to be 

approved as an Exchange member 

organization. The Exchange proposes to 

amend the Price List to waive the New 

Firm Fee for 2021 for new member 

organization applicants that are seeking 

only to obtain a BTL and not trade 

equities at the Exchange. The proposed 

waiver of the New Firm Fee would be 

available only to applicants seeking 

approval as a new member organization, 

including carrying firms, introducing 

firms, or non-public organizations, 

which would be seeking to obtain a BTL 

at the Exchange and not trade equities. 

Further, if a new firm that is approved 

as a member organization and has had 

the New Firm Fee waived converts a 

BTL to a full trading license within one 

year of approval, the New Firm Fee 

would be charged in full retroactively. 

The Exchange believes that charging the 

New Firm Fee retroactively within a 

year of approval is appropriate because 

it would discourage applicants to claim 

that they are applying for a BTL solely 

to avoid New Firm Fees. 

Additionally, the Exchange currently 

charges a BTL fee of $1,000 per year. 

The Exchange proposes to amend the 

4148 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

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

6 15 U.S.C. 78f(b)(4), (5). 7 15 U.S.C. 78f(b)(8). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(2). 

10 15 U.S.C. 78s(b)(2)(B). 

Price List to waive the BTL fee for 2021 

for all member organizations. 

The Exchange believes that the 

proposed fee changes would provide 

increased incentives for bond trading 

firms that are not currently Exchange 

member organizations to apply for 

Exchange membership and a BTL. The 

Exchange believes that having more 

member organizations trading on the 

Exchange’s bond platform would benefit 

investors through the additional display 

of liquidity and increased execution 

opportunities in Exchange-traded bonds 

at the Exchange. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,5 in general, and 

furthers the objectives of Sections 

6(b)(4) and 6(b)(5) of the Act,6 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 believes that it is 

reasonable to waive the New Firm Fee 

and the annual BTL fee for 2021 to 

provide an incentive for bond trading 

firms to apply for Exchange membership 

and a BTL. The Exchange believes that 

providing an incentive for bond trading 

firms that are not currently Exchange 

member organizations to apply for 

membership and a BTL would 

encourage market participants to 

become members of the Exchange and 

bring additional liquidity to a 

transparent bond market. To the extent 

the existing New Firm Fees or the BTL 

fee serves as a disincentive for bond 

trading firms to become Exchange 

member organizations, the Exchange 

believes that the proposed fee change 

could expand the number of firms 

eligible to trade bonds on the Exchange. 

The Exchange believes creating 

incentives for bond trading firms to 

trade bonds on the Exchange protects 

investors and the public interest by 

increasing the competition and liquidity 

on a transparent market for bond 

trading. The proposed waiver of the 

New Firm Fee and BTL fee is equitable 

and not unfairly discriminatory because 

it would be offered to all market 

participants that wish to trade at the 

Exchange the narrower class of debt 

securities only. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,7 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. Debt 

securities typically trade in a 

decentralized over-the-counter (‘‘OTC’’) 

dealer market that is less liquid and 

transparent than the equities markets. 

The Exchange believes that the 

proposed change would increase 

competition with these OTC venues by 

reducing the cost of being approved as 

and operating as an Exchange member 

organization that solely trades bonds at 

the Exchange, which the Exchange 

believes will enhance market quality 

through the additional display of 

liquidity and increased execution 

opportunities in Exchange-traded bonds 

at the Exchange. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily favor 

competing venues that are not 

transparent. In such an environment, 

the Exchange must continually review, 

and consider adjusting its fees and 

rebates to remain competitive with other 

exchanges as well as with alternative 

trading systems and other venues that 

are not required to comply with the 

statutory standards applicable to 

exchanges. Because competitors are free 

to modify their own fees and credits in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

believes that the degree to which fee 

changes in this market may impose any 

burden on competition is extremely 

limited. As a result of all of these 

considerations, the Exchange does not 

believe that the proposed change will 

impair the ability of member 

organizations or competing order 

execution venues to maintain their 

competitive standing in the financial 

markets. 

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) 8 of the Act and 

subparagraph (f)(2) of Rule 19b–4 9

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) 10 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 No. SR– 

NYSE–2021–03 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 No. 

SR–NYSE–2021–03. 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 

Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4149 

11 17 CFR 200.30–3(a)(12). 

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). 

5For example, if the Exchange becomes aware of 

a transaction fee billing error on January 4, 2021, 

the Exchange will resolve the error by crediting or 

debiting Members based on the fees or rebates that 

should have been applied to any impacted 

transactions during October, November and 

December 2020. The Exchange notes that because 

it bills in arrears, the Exchange would be able to 

correct the error in advance of issuing the January 

2021 invoice and therefore, transactions impacted 

through the date of discovery (in this example, 

January 4, 2021) and thereafter, would be billed 

correctly. 

6See e.g. Securities Exchange Act Release No. 

87650 (December 3, 2019), 84 FR 67304 (December 

9, 2019) (SR–NYSECHX–2019–024); Securities 

Exchange Act Release No. 84430 (October 16, 2018), 

83 FR 53347 (October 22, 2018) (SR–NYSENAT– 

2018–23); and Securities Exchange Act Release No. 

79060 (October 6, 2016), 81 FR 70716 (October 13, 

2016) (SR–ISEGemini–2016–11). 

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 No. 

SR–NYSE–2021–03, and should be 

submitted on or before February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00819 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90900; File No. SR– 

CboeEDGA–2020–032] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Establish a 

Policy Relating to Billing Errors 

January 11, 2021. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on December 

31, 2020, Cboe EDGA Exchange, Inc. 

(the ‘‘Exchange’’ or ‘‘EDGA’’) 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 Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ 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 amend its 

fees schedule to adopt a provision 

relating to billing errors and fee 

disputes. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/edga/), 

at the Exchange’s Office of the 

Secretary, 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 amend its 

fees schedule to adopt a provision 

relating to billing errors and fee 

disputes. Particularly, the Exchange 

proposes to provide that after three 

calendar months, all fees and rebates 

assessed by the Exchange would be 

considered final. More specifically, the 

Exchange would adopt language in the 

fees schedule that would provide that 

all fees and rebates assessed prior to the 

three full calendar months before the 

month in which the Exchange becomes 

aware of a billing error shall be 

considered final. Particularly, the 

Exchange will resolve an error by 

crediting or debiting Members and NonMembers based on the fees or rebates 

that should have been applied in the 

three full calendar months preceding 

the month in which the Exchange 

became aware of the error, including to 

all impacted transactions that occurred 

during those months.5 The Exchange 

will apply the three month look back 

regardless of whether the error was 

discovered by the Exchange or by a 

Member or Non-Member that submitted 

a fee dispute to the Exchange. The 

Exchange also proposes to provide all 

disputes concerning fees and rebates 

assessed by the Exchange would have to 

be submitted to the Exchange in writing 

and accompanied by supporting 

documentation. 

The purpose of the proposed change 

is to encourage Members and NonMembers to promptly review their 

Exchange invoices so that any disputed 

charges can be addressed in a timely 

manner. The Exchange notes that it 

provides Members with both daily and 

monthly fee reports and thus believes 

they should be aware of any potential 

billing errors within three months. 

Requiring that Members and NonMembers submit disputes in writing and 

provide supporting documentation 

encourages them to promptly review 

their invoices so that any disputed 

charges can be addressed in a timely 

manner while the information and data 

underlying those charges (e.g., 

applicable fees and order information) is 

still easily and readily available. This 

practice will avoid issues that may arise 

when Members or Non-Members do not 

dispute an invoice in a timely manner 

and will conserve Exchange resources 

that would have to be expended to 

resolve untimely billing disputes. As 

such, the proposed rule change would 

alleviate administrative burdens related 

to billing disputes, which could divert 

staff resources away from the 

Exchange’s regulatory and business 

purposes. The proposed rule change to 

provide all fees and rebates are final 

after three calendar months also 

provides both the Exchange and 

Members and Non-Members finality and 

the ability to close their books after a 

known period of time. 

The Exchange notes that a number of 

exchanges have explicitly stated that 

they consider all fees to be final after a 

similar period of time.6 Additionally, 

several other exchanges have adopted 

similar provisions in their rules that 

provide for a process for Members and