Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices 1451 

13Applicants are not requesting and the staff of 

the Commission is not providing any relief for 

transaction fees received in connection with any 

Co-Investment Transaction. 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Regulated Entity in the Follow-On 

Investment, together with the amount 

proposed to be invested by the 

participating Affiliated Funds in the 

same transaction, exceeds the amount of 

the opportunity; then the amount 

invested by each such party will be 

allocated among them pro rata based on 

each party’s capital available for 

investment in the asset class being 

allocated, up to the amount proposed to 

be invested by each. 

(d) The acquisition of Follow-On 

Investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and subject to the other conditions set 

forth in the application. 

9. The Independent Trustees of each 

Regulated Entity will be provided 

quarterly for review all information 

concerning Potential Co-Investment 

Transactions that fell within the 

Regulated Entity’s then-current 

Objectives and Strategies and BoardEstablished Criteria, including 

investments in Potential Co-Investment 

Transactions made by other Regulated 

Entities and Affiliated Funds, that the 

Regulated Entity considered but 

declined to participate in, and 

concerning Co-Investment Transactions 

in which the Regulated Entity 

participated, so that the Independent 

Trustees may determine whether all 

Potential Co-Investment Transactions 

and Co-Investment Transactions during 

the preceding quarter, including those 

Potential Co-Investment Transactions 

which the Regulated Entity considered 

but declined to participate in, comply 

with the conditions of the Order. In 

addition, the Independent Trustees will 

consider at least annually (a) the 

continued appropriateness for the 

Regulated Entity of participating in new 

and existing Co-Investment 

Transactions and (b) the continued 

appropriateness of any BoardEstablished Criteria. 

10. Each Regulated Entity will 

maintain the records required by section 

57(f)(3) of the Act as if each of the 

Regulated Entities were a BDC and each 

of the investments permitted under 

these conditions were approved by the 

Required Majority under section 57(f). 

11. No Independent Trustee of a 

Regulated Entity will also be a director, 

general partner, managing member or 

principal, or otherwise be an ‘‘affiliated 

person’’ (as defined in the Act), of any 

Affiliated Fund. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the Securities 

Act) will, to the extent not payable by 

the Advisers under their respective 

investment advisory agreements with 

the Regulated Entities and the Affiliated 

Funds, be shared by the Affiliated 

Funds and the Regulated Entities in 

proportion to the relative amounts of the 

securities held or to be acquired or 

disposed of, as the case may be. 

13. Any transaction fee 13 (including 

break-up or commitment fees but 

excluding brokerage or underwriting 

compensation permitted by section 

17(e) or 57(k) of the Act, as applicable) 

received in connection with a CoInvestment Transaction will be 

distributed to the participating 

Regulated Entities and Affiliated Funds 

on a pro rata basis based on the amounts 

they invested or committed, as the case 

may be, in such Co-Investment 

Transaction. If any transaction fee is to 

be held by an Adviser pending 

consummation of the transaction, the 

fee will be deposited into an account 

maintained by the Adviser at a bank or 

banks having the qualifications 

prescribed in section 26(a)(1) of the Act, 

and the account will earn a competitive 

rate of interest that will also be divided 

pro rata among the participating 

Regulated Entities and Affiliated Funds 

based on the amounts they invest in 

such Co-Investment Transaction. None 

of the Advisers, the Affiliated Funds, 

the other Regulated Entities or any 

affiliated person of the Regulated 

Entities or Affiliated Funds will receive 

additional compensation or 

remuneration of any kind as a result of 

or in connection with a Co-Investment 

Transaction (other than (a) in the case 

of the Regulated Entities and Affiliated 

Funds, the pro rata transaction fees 

described above and fees or other 

compensation described in condition 

2(c)(iii)(C), (b) brokerage or 

underwriting compensation permitted 

by section 17(e) or 57(k) of the Act or 

(c) in the case of an Adviser, investment 

advisory fees paid in accordance with 

the investment advisory agreement 

between the Adviser and the Regulated 

Entity or Affiliated Fund). 

14. If the Holders own in the aggregate 

more than 25 percent of the Shares of 

a Regulated Entity, then the Holders 

will vote such Shares in the same 

percentages as the Regulated Entity’s 

other shareholders (not including the 

Holders) when voting on (1) the election 

of directors; (2) the removal of one or 

more directors; or (3) all other matters 

under either the Act or applicable State 

law affecting the Board’s composition, 

size or manner of election. 

15. Each Regulated Entity’s chief 

compliance officer, as defined in rule 

38a–1(a)(4), will prepare an annual 

report for its Board each year that 

evaluates (and documents the basis of 

that evaluation) the Regulated Entity’s 

compliance with the terms and 

conditions of the application and the 

procedures established to achieve such 

compliance. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00244 Filed 1–10–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93900; File No. SR– 

NYSEARCA–2021–104] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Fees and Charges With 

Respect to a Regulatory Fee Related to 

the Central Registration Depository 

January 5, 2022. 

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 

22, 2021, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ 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 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 the 

NYSE Arca Equities Fees and Charges 

(the ‘‘Fee Schedule’’) with respect to a 

regulatory fee related to the Central 

Registration Depository (‘‘CRD system’’), 

which is collected by the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’). The Exchange proposes to 

implement the fee change on January 2, 

2022. The proposed rule change is 


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1452 Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices 

4The CRD system is the central licensing and 

registration system for the U.S. securities industry. 

The CRD system enables individuals and firms 

seeking registration with multiple states and selfregulatory organizations to do so by submitting a 

single form, fingerprint card, and a combined 

payment of fees to FINRA. Through the CRD 

system, FINRA maintains the qualification, 

employment, and disciplinary histories of 

registered associated persons of broker-dealers. 

5The Exchange originally adopted fees for use of 

the CRD system in 2005 and amended those fees in 

2013. See Securities Exchange Act Release Nos. 

51641 (May 2, 2005), 70 FR 24155 (May 6, 2005) 

(SR–PCX–2005–49); 68588 (January 4, 2013), 78 FR 

2473 (January 11, 2013) (SR–NYSEArca–2012–143). 

While the Exchange lists these fees in its Fee 

Schedule, it does not collect or retain these fees. 

6See Securities Exchange Act Release No. 90176 

(October 14, 2020), 85 FR 66592 (October 20, 2020) 

(SR–FINRA–2020–032). 

7The Exchange notes that it has only adopted the 

CRD system fees charged by FINRA to Non-FINRA 

ETP Holders when such fees are applicable. In this 

regard, certain FINRA CRD system fees and 

requirements are specific to FINRA members, but 

do not apply to NYSE Arca-only ETP Holders. NonFINRA ETP Holders have been charged CRD system 

fees since 2005. See note 5, supra. ETP Holders that 

are also FINRA members are charged CRD system 

fees according to Section 4 of Schedule A to the 

FINRA By-Laws. 

8See Section 4(b)(1) of Schedule A to the FINRA 

By-Laws effective on January 2, 2022. This fee is 

assessed when a Non-FINRA ETP Holder submits 

an initial Uniform Application for Securities 

Industry Regulation or Transfer (known as a ‘‘Form 

U4’’) filed by a member in the CRD system to 

register an individual. 

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

10 15 U.S.C. 78f(b)(4) & (5). 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(2). 

13 15 U.S.C. 78s(b)(2)(B). 

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 the 

Fee Schedule with respect to a 

regulatory fee collected by FINRA for 

use of the CRD system.4 The Exchange 

proposes to implement the fee change 

on January 2, 2022. 

FINRA collects and retains certain 

regulatory fees via the CRD system for 

the registration of associated persons of 

ETP Holders that are not FINRA 

members (‘‘Non-FINRA ETP Holders’’).5

The CRD system fees are user-based, 

and there is no distinction in the cost 

incurred by FINRA if the user is a 

FINRA member or a Non-FINRA ETP 

Holder. 

FINRA recently amended one of the 

fees assessed for use of the CRD 

system.6 Accordingly, the Exchange 

proposes to amend the Fee Schedule to 

mirror the fee assessed by FINRA, 

which will be implemented 

concurrently with the amended FINRA 

fee on January 2, 2022.7 Specifically, the 

Exchange proposes to amend the Fee 

Schedule to modify the fee charged to 

Non-FINRA ETP Holders for each initial 

Form U4 filed for the registration of a 

representative or principal from $100 to 

$125.8

The Exchange notes that the proposed 

change is not otherwise intended to 

address any other issues surrounding 

regulatory fees, and the Exchange is not 

aware of any problems that ETP Holders 

would have in complying with the 

proposed change. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,9 in general, and 

furthers the objectives of Sections 

6(b)(4) and 6(b)(5),10 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 the 

proposed fee change is reasonable 

because the fee will be identical to that 

adopted by FINRA as of January 2, 2022 

for use of the CRD system to submit a 

Form U4. The costs of operating and 

improving the CRD system are similarly 

borne by FINRA when a Non-FINRA 

ETP Holder uses the CRD system; 

accordingly, the fees collected for such 

use should, as proposed by the 

Exchange, mirror the fees assessed to 

FINRA members. In addition, as FINRA 

noted in amending its fees, it believes 

that its proposed pricing structure is 

reasonable and correlates fees with the 

components that drive its regulatory 

costs to the extent feasible. 

The Exchange also believes that the 

proposed fee change provides for the 

equitable allocation of reasonable fees 

and other charges, and does not unfairly 

discriminate between customers, 

issuers, brokers, and dealers. The fee 

applies equally to all individuals and 

firms required to report information to 

the CRD system, and the proposed 

change will result in the same 

regulatory fee being charged to all ETP 

Holders required to report information 

to the CRD system and for services 

performed by FINRA regardless of 

whether such ETP Holders are FINRA 

members. Accordingly, the Exchange 

believes that the fee collected for such 

use should increase in lockstep with the 

fee adopted by FINRA as of January 2, 

2022, as is proposed by the Exchange. 

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. Specifically, 

the Exchange believes that the proposed 

change will reflect the fee that will be 

assessed by FINRA for Form U4 filings 

as of January 2, 2022 and will thus 

result in the same regulatory fees being 

charged to all ETP Holders required to 

report information to the CRD system 

and for services performed by FINRA, 

regardless of whether or not such ETP 

Holders are FINRA members. 

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) 11 of the Act and 

subparagraph (f)(2) of Rule 19b–4 12

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) 13 of the Act to 

determine whether the proposed rule 


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Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices 1453 

14 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. 

4The CRD system is the central licensing and 

registration system for the U.S. securities industry. 

The CRD system enables individuals and firms 

seeking registration with multiple states and selfregulatory organizations to do so by submitting a 

single form, fingerprint card, and a combined 

payment of fees to FINRA. Through the CRD 

system, FINRA maintains the qualification, 

employment, and disciplinary histories of 

registered associated persons of broker-dealers. 

5The Exchange originally adopted fees for use of 

the CRD system in 2003 and amended those fees in 

2013. See Securities Exchange Act Release Nos. 

48066 (June 19, 2003), 68 FR 38409 (June 27, 2003) 

(SR–Amex–2003–49); 68589 (January 4, 2013), 78 

FR 2465 (January 11, 2013) (SR–NYSEMKT–2012– 

89). While the Exchange lists these fees in its Fee 

Schedule, it does not collect or retain these fees. 

6See Securities Exchange Act Release No. 90176 

(October 14, 2020), 85 FR 66592 (October 20, 2020) 

(SR–FINRA–2020–032). 

7The Exchange notes that it has only adopted the 

CRD system fees charged by FINRA to Non-FINRA 

ATP Holders when such fees are applicable. In this 

regard, certain FINRA CRD system fees and 

requirements are specific to FINRA members, but 

do not apply to NYSE American-only ATP Holders. 

Non-FINRA ATP Holders have been charged CRD 

system fees since 2003. See note 5, supra. ATP 

Holders that are also FINRA members are charged 

CRD system fees according to Section 4 of Schedule 

A to the FINRA By-Laws. 

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– 

NYSEARCA–2021–104 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–NYSEARCA–2021–104. 

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–NYSEARCA–2021–104 and 

should be submitted on or before 

February 1, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00262 Filed 1–10–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93901; File No. SR– 

NYSEAMER–2021–48] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change To Amend the NYSE American 

Options Fee Schedule With Respect to 

a Regulatory Fee Related to the Central 

Registration Depository 

January 5, 2022. 

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 

22, 2021, NYSE American LLC (‘‘NYSE 

American’’ 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 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 the 

NYSE American Options Fee Schedule 

(the ‘‘Fee Schedule’’) with respect to a 

regulatory fee related to the Central 

Registration Depository (‘‘CRD system’’), 

which is collected by the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’). The Exchange proposes to 

implement the fee change on January 2, 

2022. The proposed 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 the 

Fee Schedule with respect to a 

regulatory fee collected by FINRA for 

use of the CRD system.4 The Exchange 

proposes to implement the fee change 

on January 2, 2022. 

FINRA collects and retains certain 

regulatory fees via the CRD system for 

the registration of associated persons of 

ATP Holders that are not FINRA 

members (‘‘Non-FINRA ATP Holders’’).5

The CRD system fees are user-based, 

and there is no distinction in the cost 

incurred by FINRA if the user is a 

FINRA member or a Non-FINRA ATP 

Holder. 

FINRA recently amended one of the 

fees assessed for use of the CRD system, 

which will become effective January 2, 

2022.6 Accordingly, the Exchange 

proposes to amend the Fee Schedule to 

mirror the fee assessed by FINRA, 

which will be implemented 

concurrently with the amended FINRA 

fee on January 2, 2022.7 Specifically, the 

Exchange proposes to amend the Fee 


khammond on DSKJM1Z7X2PROD with NOTICES