4156 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(2). 

9 15 U.S.C. 78s(b)(2)(B). 

10 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). 

not unfairly discriminatory as it being 

implemented solely to avoid arbitrarily 

different annual fee billing outcomes for 

companies based solely on the impact of 

the Maximum Discount. 

Only a small percentage of listed 

companies qualify for the Investment 

Management Entity Group Fee Discount. 

Consequently, the proposed rule change 

would not affect the Exchange’s 

commitment of resources to its 

regulatory programs. 

The changes the Exchange proposes to 

make to Section 902.02 to remove 

provisions that are no longer needed, as 

they do not apply by their terms to any 

calendar year starting after January 1, 

2019, are nonsubstantive in nature. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intramarket Competition. 

The purpose of the proposed 

amendment is to eliminate the arbitrary 

effects of the of the [sic] Maximum 

Discount in the application of the 

Investment Management Entity Group 

Fee Discount. As only a small 

percentage of listed companies qualify 

for the Investment Management Entity 

Group Fee Discount and the proposal 

makes the application of the discount 

more consistent across that small 

category of listed issuers, the Exchange 

does not believe that the proposed rule 

change will have any meaningful effect 

on the competition among issuers listed 

on the Exchange. 

Intermarket Competition. 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees in response, 

and because issuers may change their 

listing venue, the Exchange does not 

believe its proposed fee change can 

impose any burden on intermarket 

competition. 

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) 7 of the Act and 

subparagraph (f)(2) of Rule 19b–4 8

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) 9 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–2020–103 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–2020–103. 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–2020–103, and 

should be submitted on or before 

February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00812 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90899; File No. SR– 

CboeBYX–2020–034] 

Self-Regulatory Organizations; Cboe 

BYX 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 BYX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BYX’’) 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 ‘‘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 

Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4157 

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). 

7See e.g., MEMX LLC, Rule 15.3, IEX Rule 

15.120, Nasdaq Rule Equity 7, Section 70, Nasdaq 

BX Rule Equity 7, Section 111, and Nasdaq PHLX 

Rule Equity 7, Section 2. 

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

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

10 Id. 

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/byx/), 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 

Non-Members to submit fee disputes.7

The proposed billing policy will apply 

to all charges and rebates reflected in 

the Exchange’s fees schedule. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.8 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 9 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 10 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

With respect to the proposed billing 

procedure, the Exchange believes that 

the requirement to submit all billing 

disputes in writing, and with supporting 

documentation is reasonable because 

the Exchange provides Members with 

ample tools to monitor and account for 

various charges incurred in a given 

month. Additionally, the Exchange 

notes that most Members and NonMembers that pay exchange fees are 

sophisticated entities, so it is 

appropriate to expect them to promptly 

review their invoices for errors and to be 

capable of identifying such errors. The 

proposed provision also promotes the 

protection of investors and the public 

interest by providing a clear and concise 

mechanism for Members and NonMembers to dispute fees and for the 

Exchange to review such disputes in a 

timely manner. Moreover, the proposed 

billing dispute language, which will 

lower the Exchange’s administrative 

burden, is similar to billing dispute 

4158 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

11See supra note 7. 

12See supra note 6. 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

language of other exchanges.11 In 

addition, the proposed billing procedure 

is fair, equitable, and not unfairly 

discriminatory because it will apply 

equally to all Members (and NonMembers that pay Exchange fees). 

The Exchange also believes that 

providing that all fees and rebates are 

final after three months (i.e., resolving 

billing errors only for the three full 

calendar months preceding the month 

in which the Exchange became aware of 

the error), is reasonable as both the 

Exchange and Members and NonMembers have an interest in knowing 

when its fee assessments are final and 

when reliance can be placed on those 

assessments. Indeed, without some 

deadline on billing errors, the Exchange 

and Members and Non-Members would 

never be able to close their books with 

any confidence. Furthermore, as noted 

above, a number of Exchanges similarly 

consider their fees final after a similar 

period of time.12 The proposed change 

is also equitable, and not unfairly 

discriminatory because it will apply 

equally to all Members (and NonMembers that pay Exchange fees) and 

apply in cases where either the Member 

(or Non-Member) discovers the error or 

the Exchange discovers the error. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. With respect 

to the billing procedure and billing error 

policy, the proposed rule change would 

establish a clear process that would 

apply equally to all Members. 

Additionally, the proposed rule change 

is similar to rules of other exchanges. 

The Exchange does not believe such 

proposed changes would impair the 

ability of Members or competing order 

execution venues to maintain their 

competitive standing in the financial 

markets. Moreover, because the 

proposed changes would apply equally 

to all Members, the proposal does not 

impose any burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No comments were solicited or 

received on the proposed rule change. 

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) of the Act 13 and Rule 19b– 

4(f)(6) 14 thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission 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– 

CboeBYX–2020–034 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–CboeBYX–2020–034. 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– 

CboeBYX–2020–034 and should be 

submitted on or before February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00813 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90883; File No. SR– 

NASDAQ–2020–100] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Modify the Quorum Requirement for 

Non-U.S. Companies Under Certain 

Limited Circumstances 

January 11, 2021. 

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 

31, 2020, the Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ 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 by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons.