Federal Register / Vol. 87, No. 31 / Tuesday, February 15, 2022 / Notices 8623 

9NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 

2010) (quoting Securities Exchange Act Release No. 

59039 (December 2, 2008), 73 FR 74770, 74782–83 

(December 9, 2008) (SR–NYSEArca–2006–21)). 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f). 12 17 CFR 200.30–3(a)(12). 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’.9 Accordingly, the 

Exchange does not believe its proposed 

fee change imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 10 and paragraph (f) of Rule 

19b–4 11 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– 

CBOE–2022–004 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–CBOE–2022–004. 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–CBOE–2022–004 and 

should be submitted on or before March 

8, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–03138 Filed 2–14–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34500; 812–15231] 

Advisors Series Trust and Semper 

Capital Management, L.P. 

February 9, 2022. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (‘‘Act’’) for an exemption from 

section 15(a) of the Act, as well as from 

certain disclosure requirements in rule 

20a–1 under the Act, Item 19(a)(3) of 

Form N–1A, Items 22(c)(1)(ii), 

22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 

Schedule 14A under the Securities 

Exchange Act of 1934, and sections 6– 

07(2)(a), (b), and (c) of Regulation S–X 

(‘‘Disclosure Requirements’’). 

SUMMARY OF APPLICATION: The requested 

exemption would permit Applicants (as 

defined below) to enter into and 

materially amend subadvisory 

agreements with subadvisers without 

shareholder approval and would grant 

relief from the Disclosure Requirements 

as they relate to fees paid to the 

subadvisers. 

APPLICANTS: Advisors Series Trust 

(‘‘Trust’’), a Delaware statutory trust 

registered under the Act as an open-end 

management investment company with 

multiple series, including Semper 

Brentview Dividend Growth Equity 

Fund (the ‘‘Fund’’), and Semper Capital 

Management, L.P., a Delaware limited 

partnership registered as an investment 

adviser under the Investment Advisers 

Act of 1940 that serves an investment 

adviser to the Fund (collectively with 

the Trust, the ‘‘Applicants’’). 

FILING DATES: The application was filed 

on May 19, 2021 and amended on 

August 13, 2021 and November 12, 

2021. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing on any application by 

emailing the Commission’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants 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 Commission 

by 5:30 p.m. on March 7, 2022, and 

should be accompanied by proof of 

service on the Applicants, in the form 


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8624 Federal Register / Vol. 87, No. 31 / Tuesday, February 15, 2022 / Notices 

1 12 U.S.C. 5465(e)(1). 

2 17 CFR 240.19b–4(n)(1)(i). 

3Securities Exchange Act Release No. 92568 

(August 5, 2021), 86 FR 44530 (August 12, 2021) 

(SR–NSCC–2021–803). 

4See 12 U.S.C. 5465(e)(1)(E)(ii) and (G)(ii). 

5 17 CFR 200.30–3(a)(93). 

6 12 U.S.C. 5465(e)(1)(D). 

7See 12 U.S.C. 5465(e)(1)(E)(ii) and (G)(ii). 

8 12 U.S.C. 5465(e)(1)(H). 

9 Id. 

10 17 CFR 200.30–3(a)(94). 

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 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Domenick Pugliese, dpugliese@

sullivanlaw.com. 

FOR FURTHER INFORMATION CONTACT: 

Steven B. Levine, Senior Counsel, or 

Kaitlin C. Bottock, Branch Chief, at 

(202) 551–6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ second amended and 

restated application, dated November 

12, 2021, which may be obtained via the 

Commission’s website by searching for 

the file number, using the Company 

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

search/search.htm, or by calling (202) 

551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–03152 Filed 2–14–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94203; File No. SR–NSCC– 

2021–803] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Extension of 

Review Period of Advance Notice To 

Establish the Securities Financing 

Transaction Clearing Service and Make 

Other Changes 

February 9, 2022. 

On July 22, 2021, National Securities 

Clearing Corporation (‘‘NSCC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) advance 

notice SR–NSCC–2021–803 (‘‘Advance 

Notice’’), pursuant to Section 806(e)(1) 

of Title VIII of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act entitled the Payment, Clearing, and 

Settlement Supervision Act of 2010 

(‘‘Clearing Supervision Act’’) 1 and Rule 

19b–4(n)(1)(i) under the Securities 

Exchange Act of 1934 (‘‘Exchange 

Act’’).2 The Advance Notice was 

published for comment in the Federal 

Register on August 12, 2021.3

Sections 806(e)(1)(E)(ii) and (G)(ii) of 

the Clearing Supervision Act 4 provide 

that if the Commission requests 

additional information, the 

Commission’s period of review of the 

Advance Notice is tolled, and an 

additional 60-day review period begins 

on the date any further information 

requested for consideration is received. 

On August 30, 2021, the Commission, 

by the Division of Trading and Markets, 

pursuant to delegated authority,5

requested additional information from 

NSCC under Section 806(e)(1)(D) of the 

Clearing Supervision Act.6 On 

December 13, 2021, the Commission 

received NSCC’s response to the 

Commission’s request for additional 

information. Accordingly, pursuant to 

Sections 806(e)(1)(E)(ii) and (G)(ii),7 the 

Commission shall notify NSCC of any 

objection regarding the Advance Notice 

no later than February 11, 2022. 

Section 806(e)(1)(H) of the Clearing 

Supervision Act 8 provides that the 

Commission may extend the review 

period of an advance notice for an 

additional 60 days, if the changes 

proposed in the advance notice raise 

novel or complex issues, subject to the 

Commission providing the clearing 

agency with prompt written notice of 

the extension. Here, the Commission is 

extending the review period of the 

Advance Notice for an additional 60 

days pursuant to that authority because 

the Commission finds that the Advance 

Notice raises both novel and complex 

issues, as discussed further below. 

Specifically, the proposed changes 

described in the Advance Notice would 

establish new membership categories 

and requirements, and establish a new 

central clearing service for equity 

securities financing transactions 

(‘‘SFTs’’). NSCC described SFTs as, 

broadly speaking, securities lending 

transactions where parties exchange 

equity securities against cash and 

simultaneously agree to exchange the 

same securities and cash, plus or minus 

a rate payment, on a future date. In 

particular, the Advance Notice would 

expand central clearing at NSCC to 

include SFTs with a one business day 

term (i.e., overnight SFTs) in eligible 

equity securities that are entered into 

either by Members, institutional firms 

that are sponsored into NSCC by a 

sponsoring member, or agent clearing 

members on behalf of Customers. 

Currently, such SFTs are not centrally 

cleared at NSCC and, instead, are settled 

bilaterally. 

The establishment of a central 

clearing service for SFTs requires a 

number of changes to the NSCC Rules 

& Procedures to effectuate and manage 

the risks arising from this new service. 

For example, the proposed changes 

would encompass new membership 

categories, including agent clearing and 

sponsored clearing models that do not 

currently exist at NSCC. In addition, the 

proposed changes would establish new 

risk management features to allow 

NSCC to measure and monitor the risk 

arising from the SFT transactions, 

including a methodology to provide 

mark-to-market payments and to close 

out a defaulted member’s portfolio. 

NSCC would institute rules governing 

buy-in, recall, and accelerated 

settlement, which are generally 

designed to be consistent with how 

SFTs operate when settled bilaterally. 

Taken together, the rules that NSCC 

would establish to administer this new 

central clearing service for SFTs raise 

novel and complex issues for NSCC. 

Accordingly, pursuant to 806(e)(1)(H) 

of the Clearing Supervision Act,9 the 

Commission is extending the review 

period of the Advance Notice for an 

additional 60 days so that the 

Commission shall have until April 12, 

2022 to issue an objection or nonobjection to the Advance Notice, unless 

the Commission requests further 

information for consideration of the 

Advance Notice (SR–NSCC–2021–803). 

The proposal shall not take effect 

until all regulatory actions required 

with respect to the proposal are 

completed. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–03141 Filed 2–14–22; 8:45 am] 

BILLING CODE 8011–01–P 


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