8240 Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Notices 

28 15 U.S.C. 78s(b)(2). 

29 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. 

4See Securities Exchange Act Release No. 89403 

(July 31, 2020 [sic]), 85 FR 46198 (July 31, 2008 

[sic]) (SR–NASDAQ–2020–038). 

5Section 102.06 of the Manual provides that an 

Acquisition Company could pay operating and 

other expenses, subject to a limitation that 90% of 

the gross proceeds of the company’s offering must 

be retained in the trust account. However, the 

Exchange understands that marketplace demands 

typically dictate that 100% of the gross proceeds 

from the IPO be kept in the trust account and that 

only interest earned on that account be used to pay 

taxes and a limited amount of operating expenses. 

consistent with Section 6(b)(8) of the 

Act. 

Finally, the Commission believes that 

the Exchange’s proposed clarifying 

changes to Rule 11.510 add helpful 

detail that will further enhance 

investors’ understanding of how IEX 

operates in a manner consistent with the 

Act, thereby helping to protect investors 

and the public interest consistent with 

Section 6(b)(5) of the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,28 that the 

proposed rule change (SR–IEX–2020– 

18) be and hereby is approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02266 Filed 2–3–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91012; File No. SR–NYSE– 

2021–06] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Amending 

Sections 902.02 and 902.11 of the 

NYSE Listed Company Manual To 

Defer the Billing of Initial Listing Fees 

Payable by Acquisition Companies 

January 29, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

21, 2021, the New York Stock Exchange 

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

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory 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 

Sections 902.02 and 902.11 of the NYSE 

Listed Company Manual (the ‘‘Manual’’) 

to defer the billing of initial listing fees 

payable by Acquisition Companies. The 

text of the. 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 

Section 102.06 sets forth listing 

requirements applicable to any 

company with a business plan is to 

complete an initial public offering and 

engage in a merger or acquisition with 

one or more unidentified companies 

within a specific period (‘‘Acquisition 

Company’’). Section 902.11 provides 

that an Acquisition Company is subject 

to a flat initial listing fee of $85,000 at 

the time of initial listing. Based on 

experience listing these companies, the 

Exchange proposes to defer the billing 

and payment of initial listing fees until 

one year from the date of an Acquisition 

Company’s initial listing on the 

Exchange. For the avoidance of doubt, 

such fee is owed to the Exchange at the 

time of initial listing based on the fee 

schedule in effect on the date of listing 

but will be billed by the Exchange and 

become payable on the first anniversary 

of the date of listing. The Exchange 

notes that the Nasdaq Stock Market 

(‘‘Nasdaq’’) is the Exchange’s primary 

competitor in the market for the listing 

of Acquisition Companies and that 

Nasdaq has a deferral provision 

comparable to the deferral the Exchange 

proposes.4

Acquisition Companies are formed to 

raise capital in an initial public offering 

(‘‘IPO’’) with the purpose of using the 

proceeds to acquire one or more 

unspecified businesses or assets to be 

identified after the IPO. However, 

unlike other types of listed companies 

that have pre-existing operations or that 

fund their operations by proceeds raised 

from the IPO, following the IPO, an 

Acquisition Company funds a trust 

account with an amount typically equal 

to 100% of the gross proceeds of the 

IPO.5 As such, operating expenses are 

typically borne by the Acquisition 

Company’s sponsor, particularly during 

the initial post-IPO period. The 

Acquisition Company’s sponsor is the 

entity or management team that forms 

the Acquisition Company and, typically, 

runs the operations of the Acquisition 

Company until an appropriate target 

company is identified and the business 

combination is consummated. The 

funds in the trust account are typically 

invested in short-term U.S. government 

securities or held as cash, earning 

interest over time. Thus, the unique 

structure of an Acquisition Company 

results in the sponsor’s extreme fee 

sensitivity, particularly during the 

initial post-IPO period before any 

substantial amount of interest is earned 

from the trust account. The Exchange 

believes that the market practice of 

depositing 100% of the gross proceeds 

of the IPO in a trust account (rather than 

the minimum of 90% required by 

Section 102.06) benefits shareholders 

and is consistent with investor 

protection because it assures that 

shareholders choosing to exercise their 

right to redeem shares for a pro rata 

share of the trust account will receive 

the full IPO price paid, rather than a 

lesser amount guaranteed by Exchange 

rules. Accordingly, to encourage this 

market practice the Exchange believes it 

is appropriate to defer the payment of 

the initial listing fee owed by an 

Acquisition Company listed on the 

Exchange until the first anniversary of 

the date of listing. The initial listing fee 

paid at that time would be based on the 

fee schedule in effect at the time of 

initial listing. 

The Exchange believes that the 

proposed fee deferral would provide an 

incentive to sponsors to list Acquisition 

Companies on the Exchange. The 

Exchange also believes it is reasonable 

to balance its need to remain 

competitive with other listing venues, 

while at the same time ensuring 


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Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Notices 8241 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(4). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(2). 

11 15 U.S.C. 78s(b)(2)(B). 

adequate revenue to meet is regulatory 

responsibilities. The Exchange notes 

that the fee deferral will not cause any 

reduction to the Exchange’s revenue and 

no other company will be required to 

pay higher fees as a result of the 

proposed amendments and represents 

that the proposed fee deferral will have 

no impact on the resources available for 

its regulatory programs. 

The Exchange proposes to amend 

Section 902.02 to make it clear that the 

statement in that section that initial 

listing fees are payable at the time of 

listing will not be applicable to 

Acquisition Companies. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

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

furthers the objectives of Section 

6(b)(4) 7 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with Section 6(b)(5) 

of the Act,8 in that it is designed 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 and is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

As a preliminary matter, the Exchange 

competes for listings with other national 

securities exchanges and companies can 

easily choose to list on, or transfer to, 

those alternative venues. As a result, the 

fees the Exchange can charge listed 

companies are constrained by the fees 

charged by its competitors and the 

Exchange cannot charge prices in a 

manner that would be unreasonable, 

inequitable, or unfairly discriminatory. 

The Exchange believes that the 

proposed rule change to defer the initial 

listing fees charged to Acquisition 

Companies as set forth in Section 902.11 

for one year from the date of listing is 

reasonable and not unfairly 

discriminatory because it recognizes the 

unique structure of Acquisition 

Companies that results in a sponsor’s 

extreme fee sensitivity, particularly 

during the initial post-IPO period before 

any substantial amount of interest is 

earned from the trust account. Unlike 

other companies, which have preexisting operations and immediate 

access to the IPO proceeds, Acquisition 

Companies are unique because at least 

90%, and typically 100%, of the IPO 

proceeds are held in trust for the 

shareholders and are not available to 

fund the Acquisition Company’s 

operations. Acquisition Companies also 

do not have any prior operations that 

generate cash that could be used to fund 

their operations. The Exchange also 

believes that the proposed fee deferral is 

reasonable in that it will create a 

commercial incentive for sponsors to 

list Acquisition Companies on the 

Exchange. The Exchange competes for 

listings, in part, by the level of its listing 

fees. As Nasdaq has previously adopted 

a one year deferral of its entry fees for 

Acquisition Companies, it is reasonable 

for the Exchange to adopt a comparable 

deferral to enable it to remain 

competitive in the market for the listing 

of Acquisition Companies. 

The Exchange also notes that no other 

company will be required to pay higher 

fees as a result of the proposed 

amendments. Therefore, the Exchange 

believes that allowing an Acquisition 

Company to pay initial listing fees on a 

deferred basis is reasonable and not 

inequitable or unfairly discriminatory. 

Finally, the Exchange believes that 

the proposal to defer such fees is 

consistent with the investor protection 

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

in that they are designed to promote just 

and equitable principles of trade, to 

remove impediments to a free and open 

market and national market system, and 

in general to protect investors and the 

public interest. Specifically, the amount 

of revenue deferred by allowing 

Acquisition Companies to pay initial 

listing fees one year from the date of 

listing is not substantial, and the fee 

deferral may result in more Acquisition 

Companies listing on the Exchange, 

thereby increasing the resources 

available for the Exchange’s listing 

compliance program, which helps 

assure that listing standards are 

properly enforced and investors are 

protected. In addition, the Exchange 

believes that the market practice of 

depositing 100% of the gross proceeds 

of the IPO in a trust account for the 

benefit of shareholders (rather than the 

required 90%) benefits those 

shareholders and is consistent with the 

investor protection goals of the Act 

because it helps assure that 

shareholders exercising their right to 

redeem their shares for a pro rata share 

of the trust account will receive the full 

IPO price paid, rather than a lesser 

amount guaranteed by NYSE rules. 

The Exchange believes that the 

potential impact on revenue from the 

initial listing fee deferral, as proposed, 

will not hinder its ability to fulfill its 

regulatory responsibilities. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

The market for listing services is 

extremely competitive and listed 

companies may freely choose alternative 

venues based on the aggregate fees 

assessed, and the value provided by 

each listing. This rule proposal does not 

burden competition with other listing 

venues, which are similarly free to set 

their fees. The Exchange notes that 

Nasdaq is its primary competitor for the 

listing of Acquisition Companies and 

that Nasdaq has already adopted a 

deferral of its listing fees comparable to 

the one the Exchange is proposing. For 

these reasons, the Exchange does not 

believe that the proposed rule change 

will result in any burden on 

competition for listings. 

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) 9 of the Act and 

subparagraph (f)(2) of Rule 19b–4 10

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) 11 of the Act to 

determine whether the proposed rule 


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8242 Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Notices 

12 17 CFR 200.30–3(a)(12). 

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–2021–06 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–2021–06. 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–2021–06 and should 

be submitted on or before February 25, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02265 Filed 2–3–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34183] 

Notice of Applications for 

Deregistration Under Section 8(f) of the 

Investment Company Act of 1940 

January 29, 2021. 

The following is a notice of 

applications for deregistration under 

section 8(f) of the Investment Company 

Act of 1940 for the month of January 

2021. A copy of each application may be 

obtained via the Commission’s website 

by searching for the file number, or for 

an applicant using the Company name 

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

search.htm or by calling (202) 551– 

8090. An order granting each 

application will be issued unless the 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by emailing the SEC’s 

Secretary at Secretarys-Office@sec.gov 

and serving the relevant applicant with 

a copy of the request by email, if an 

email address is listed for the relevant 

applicant below, or personally or by 

mail, if a physical address is listed for 

the relevant applicant below. Hearing 

requests should be received by the SEC 

by 5:30 p.m. on February 23, 2021, and 

should be accompanied by proof of 

service on 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 

writing to the Commission’s Secretary at 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. 

FOR FURTHER INFORMATION CONTACT: 

Shawn Davis, Assistant Director, at 

(202) 551–6413 or Chief Counsel’s 

Office at (202) 551–6821; SEC, Division 

of Investment Management, Chief 

Counsel’s Office, 100 F Street NE, 

Washington, DC 20549–8010. 

American Independence Funds Trust 

[File No. 811–21757] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On December 7, 

2018, applicant made a liquidating 

distribution to its shareholders based on 

net asset value. Expenses of $357,000 

incurred in connection with the 

liquidation were paid by the applicant. 

Filing Dates: The application was 

filed on February 6, 2020, and amended 

on October 14, 2020, and Deember 29, 

2020. 

Applicant’s Address: tlesc@

csacompliance.com. 

Boston Income Portfolio [811–10391] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On June 12, 2020, 

applicant made a liquidating 

distribution to its shareholders based on 

net asset value. No expenses were 

incurred in connection with the 

liquidation. 

Filing Date: The application was filed 

on December 16, 2020. 

Applicant’s Address: jbeksha@

eatonvance.com. 

Equinox Funds Trust [File No. 811– 

22447] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. The applicant has 

transferred its assets to Campbell 

Systematic Macro Fund, a series of the 

RBB Fund, Inc., and on May 29, 2020 

made a final distribution to its 

shareholders based on net asset value. 

Expenses of $201,870.29 incurred in 

connection with the reorganization were 

paid by the acquiring fund’s investment 

adviser, and/or its affiliates. 

Filing Dates: The application was 

filed on August 11, 2020, and amended 

on November 10, 2020. 

Applicant’s Address: John.Ford@

Troutman.com. 

Holland Series Fund, Inc. [File No. 811– 

09060] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On December 2, 

2020, applicant made a liquidating 

distribution to its shareholders based on 

net asset value. Expenses of 

approximately $26,000 incurred in 

connection with the liquidation were 

paid by the applicant’s investment 

advisor. 

Filing Date: The application was filed 

on December 16, 2020. 

Applicant’s Address: Kschantz@

statestreet.com. 


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