8824 Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 

32 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). 

5 17 CFR 240.19b–4(f)(6)(iii). 

6See SR–CboeBZX–2020–094; SR–CboeBYX– 

2020–034; SR–CboeEDGA–2020–032; SR– 

CboeEDGX–2020–064. 

7The current language relating to billing errors 

and fee disputes is located at the end of the fees 

schedule. The Exchange proposes to relocate the 

new language relating to billing errors and fee 

disputes to the top of the fees schedule. 

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–FINRA–2021–002. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of FINRA. 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–FINRA– 

2021–002 and should be submitted on 

or before March 2, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02588 Filed 2–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91049; File No. SR–C2– 

2021–002] 

Self-Regulatory Organizations; Cboe 

C2 Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Establish a Policy 

Relating to Billing Errors 

February 3, 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 January 

22, 2021, Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) 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 

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 

Cboe C2 Exchange, Inc. (‘‘C2’’ or the 

‘‘Exchange’’) is filing with the Securities 

and Exchange Commission (the 

‘‘Commission’’) a proposed rule change 

to establish a policy relating to billing 

errors. The Exchange has designated 

this proposal as non-controversial and 

provided the Commission with the 

notice required by Rule 19b–4(f)(6)(iii) 

under the Act.5

The text of the proposed rule change 

is provided in Exhibit 5. The text of the 

proposed rule change is available on the 

Exchange’s website at http://

markets.cboe.com/, at the Exchange’s 

principal office and at the Public 

Reference Room of the Commission. 

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 a 

provision of its fees schedule which 

relates to billing errors and fee disputes. 

The Exchange currently provides that 

that any potential billing errors relating 

to fees assessed by C2 must be brought 

to the attention of C2’s Accounting 

Department within three months from 

the invoice date. Additionally, all fees 

assessed shall be deemed final and nonrefundable after three months from the 

invoice date. However, the fees 

schedule further provides that the 

Exchange is not precluded from 

assessing fees more than three months 

after they were incurred if those fees 

were required to be paid pursuant to the 

C2 Fee Schedule in effect at the time the 

fees were incurred. The Exchange 

proposes to eliminate the current 

language in the fees schedule and 

replace it with language recently 

adopted by its affiliated exchanges.6

Particularly, the Exchange proposes to 

provide: ‘‘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. Any dispute 

concerning fees or rebates billed by the 

Exchange must be submitted to the 

Exchange in writing and must be 

accompanied by supporting 

documentation.’’ 7

The proposed language would result 

in 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 to be 

considered final. Particularly, the 

Exchange will resolve an error by 

crediting or debiting Trading Permit 

Holders (‘‘TPHs’’) and Non-TPHs 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 


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Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 8825 

8For 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. 

9See 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) . 

10See 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. 

11See supra note 6. 

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

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

14 Id. 

15See supra notes 6 and 10. 

16See supra notes 6 and 9. 

that occurred during those months.8 The 

Exchange will apply the three month 

look back regardless of whether the 

error was discovered by the Exchange or 

by a TPH or Non-TPH that submitted a 

fee dispute to the Exchange. The 

Exchange will continue 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 Exchange notes that the proposed 

language continues to encourage TPHs 

and Non-TPHs to promptly review their 

Exchange invoices so that any disputed 

charges can be addressed in a timely 

manner. The Exchange notes that it 

provides TPHs with both daily and 

monthly fee reports and thus believes 

they should be aware of any potential 

billing errors within three months. 

Requiring that TPHs and Non-TPHs 

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 TPHs or Non-TPHs 

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 requirement 

continues to 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 eliminate the requirement that 

the Exchange assess fees beyond three 

months if they were required to be 

assessed pursuant to the fees schedule 

at the time incurred (i.e., all fees and 

rebates would be final after three 

months regardless of how far back a 

billing error occurred) would provide 

both the Exchange and TPHs and NonTPHs 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.9 Additionally, 

several other exchanges have adopted 

similar provisions in their rules that 

provide for a process for their members 

and non-members to submit fee 

disputes.10 Moreover, the proposed 

language is identical to the language 

recently adopted on the Exchange’s 

affiliated exchanges.11 As such, the 

proposed change will also harmonize 

and conform the Exchange’s billing 

practices with that of its affiliated 

exchanges. The proposed billing policy 

will apply to all charges and rebates 

reflected in the Exchange’s fees 

schedules. 

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.12 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 13 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) 14 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 language 

regarding the billing procedure, the 

Exchange believes continuing to require 

the submission of all billing disputes in 

writing, and with supporting 

documentation is reasonable because 

the Exchange provides TPHs with ample 

tools to monitor and account for various 

charges incurred in a given month. 

Additionally, the Exchange notes that 

most TPHs and Non-TPHs 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 continues to promote the protection 

of investors and the public interest by 

providing a clear and concise 

mechanism for TPH and Non-TPHs to 

dispute fees and for the Exchange to 

review such disputes in a timely 

manner. Moreover, the proposed billing 

dispute language, which lowers the 

Exchange’s administrative burden, is 

similar to billing dispute language of 

other exchanges, and the same as the 

Exchange’s affiliates.15 In addition, the 

billing procedure is fair, equitable, and 

not unfairly discriminatory because it 

will apply equally to all TPHs (and NonTPHs that pay Exchange fees). 

The Exchange also believes that 

providing that all fees and rebates are 

final after three months (i.e., always 

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 TPHs and Non-TPHs 

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 TPHs 

and Non-TPHs 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.16

The proposed change is also equitable, 

and not unfairly discriminatory because 

it will apply equally to all TPHs (and 

Non-TPHs that pay Exchange fees) and 

apply in cases where either the TPH (or 

Non-TPH) discovers the error or the 

Exchange discovers the error. Lastly, the 

proposed changes to the fees schedule 

will align the Exchange’s billing 

practices with those of its affiliated 

exchanges. 

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 

provide a clear process that would 


khammond on DSKJM1Z7X2PROD with NOTICES
8826 Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 

17 15 U.S.C. 78s(b)(3)(A). 

18 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

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

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

19 17 CFR 240.19b–4(f)(6)(iii). 

20For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. 15 U.S.C. 78c(f). 21 17 CFR 200.30–3(a)(12). 

apply equally to all TPHs. 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 TPHs or 

competing order execution venues to 

maintain their competitive standing in 

the financial markets. Moreover, 

because the proposed changes would 

apply equally to all TPHs, 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 17 and Rule 19b–4(f)(6) 18

thereunder. 

The Exchange has asked the 

Commission to waive the 30-day 

operative delay.19 The Commission 

finds that waiving the 30-day operative 

delay is consistent with the protection 

of investors and the public interest 

because waiver of the operative delay 

will allow the Exchange to provide a 

clear process for billing errors and fee 

disputes without delay. Moreover, the 

proposed rule changes are comparable 

to other policies and practices 

established by other exchanges and 

therefore does not raise any new or 

novel issues. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.20

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– 

C2–2021–002 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–C2–2021–002. 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 referto File Number SR–C2– 

2021–002 and should be submitted on 

or before March 2, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02590 Filed 2–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

TENNESSEE VALLEY AUTHORITY 

Sunshine Act Meetings 

TIME AND DATE: 8:30 a.m. on February 11, 

2021. 

PLACE: Please use the following link for 

the live stream of meeting: https://

tva.com/board/watch. 

STATUS: Open, via live streaming only. 

MATTERS TO BE CONSIDERED: 

Meeting No. 21–01 

The TVA Board of Directors will hold 

a public meeting on February 11, 2021. 

Due to the ongoing risks associated with 

the COVID–19 outbreak, the meeting 

will be conducted via teleconference. 

The meeting will be called to order at 

8:30 a.m. ET to consider the agenda 

items listed below. TVA Board Chair 

John Ryder and TVA management will 

answer questions from the news media 

following the Board meeting. 

Public health concerns also require a 

change to the Board’s public listening 

session. Although in-person comments 

from the public are not feasible, the 

Board is encouraging those wishing to 

express their opinions to submit written 

comments that will be provided to the 

Board members before the February 11 

meeting. Written comments can be 

submitted through the same online 

system used to register to speak at 

previous listening sessions. 

Agenda 

1. Approval of minutes of the November 

13, 2020, Board Meeting 

2. Report of the External Relations 

Committee 

A. Acknowledgment of Local Power 

Companies 

B. Federal Advisory Committee Act 

Designated Federal Officer and 

Committee Management Officer 

3. Report of the People and Performance 

Committee 

A. Strategic Assessment Review 

B. Fiscal Year 2021 CEO 

Compensation 

C. Board Chair 


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