8886 Federal Register / Vol. 87, No. 32 / Wednesday, February 16, 2022 / Notices 

information, positive or negative 

pathogenic public health crisis antibody 

test results, address, and preferred 

contact information, may be disclosed to 

the Centers for Disease Control and 

Prevention, National Institutes of 

Health, and any relevant state or local 

public health authorities covering an 

area affected by an ongoing pathogenic 

public health crisis. 

(c) Disclosure of records to 

appropriate agencies, entities, and 

persons when (1) the Postal Service 

suspects or has confirmed that there has 

been a breach of the system of records; 

(2) the Postal Service has determined 

that as a result of the suspected or 

confirmed breach there is a risk of harm 

to individuals, the Postal Service 

(including its information systems, 

programs, and operations), the Federal 

Government, or national security; and 

(3) the disclosure made to such 

agencies, entities, and persons is 

reasonably necessary to assist in 

connection with the Postal Service’s 

efforts to respond to the suspected or 

confirmed breach or to prevent, 

minimize, or remedy such harm. 

(d) Disclosure of employee COVID–19 

vaccine documentation and any 

COVID–19 test results to the Assistant 

Secretary of Labor for Occupational 

Safety and Health, their designees, 

employees, individuals authorized by 

that employee, or employee 

representatives upon request. 

(e) Disclosure of work-related COVID– 

19 fatalities and hospitalizations to the 

Occupational Safety and Health 

Administration (OSHA). 

RECORD SOURCE CATEGORIES: 

Employees; contractors; medical staff 

of the Postal Service; designated 

contractors; public health agencies; 

emergency response providers, first 

responders; individuals who are 

evacuated in the event of a naturally 

occurring disaster, manmade hazard or 

incident, act of terrorism, pathogenic 

public health crisis, or cybersecurity 

incident; and household members of 

USPS employees and other individuals 

having emergency management 

responsibilities officially designated by 

the Postal Service. 

POLICIES AND PRACTICES FOR STORAGE OF

RECORDS: 

Automated database, computer 

storage media, and paper. 

POLICIES OF PRACTICES FOR RETRIEVAL OF

RECORDS: 

By name, Social Security Number, 

Employee Identification Number, and 

postal facility name. 

POLICIES AND PRACTICES FOR RETENTION AND

DISPOSAL OF RECORDS: 

• Emergency management 

information and emergency 

management training information is 

retained 5 years beyond the end of the 

period for which the individual is 

assigned emergency management 

responsibilities. 

• Medical documentation including 

fitness and medical surveillance 

information is retained 30 years from 

the date of collection. 

• Evacuee information is retained 5 

years from the date of collection. 

• Records related to employee 

vaccination and employee medical test 

related to a pathogenic public health 

crisis are retained for 5 years from date 

of collection. 

• Records related to COVID–19 

Software Application Records are 

retained for 24 months. 

Records existing on paper are 

destroyed by burning, pulping, or 

shredding. Records existing on 

computer storage media are destroyed 

according to the applicable Postal 

Service media sanitization practice. 

ADMINISTRATIVE, TECHNICAL, AND PHYSICAL

SAFEGUARDS: 

Paper records, computers, and 

computer storage media are located in 

controlled-access areas under 

supervision of program personnel. 

Access to these areas is limited to 

authorized personnel, who must be 

identified with a badge. Access to 

records is limited to individuals whose 

official duties require such access. 

Contractors and licensees are subject to 

contract controls and unannounced onsite audits and inspections. Computers 

are protected by mechanical locks, card 

key systems, or other physical access 

control methods. The use of computer 

systems is regulated with installed 

security software, computer logon 

identifications, and operating system 

controls including access controls, 

terminal and transaction logging, and 

file management software. 

RECORD ACCESS PROCEDURES: 

Requests for access must be made in 

accordance with the Notification 

Procedure above and USPS Privacy Act 

regulations regarding access to records 

and verification of identity under 39 

CFR 266.5. 

CONTESTING RECORD PROCEDURES: 

See Notification Procedure (below) 

and Record Access Procedures (above). 

NOTIFICATION PROCEDURE: 

Current and former employees and 

contractors wanting to know if 

information about them is maintained in 

this system of records must address 

inquiries to the facility head where 

currently or last employed. 

Headquarters employees or contractors 

must submit inquiries to the Chief 

Postal Inspector. Requests must include 

full name, Social Security Number or 

Employee Identification Number, and 

employment or contract dates. 

Individuals from whom evacuee 

information may have been collected 

must address inquiries to the head of 

the facility from which they were 

evacuated. Household members of 

current or former field employees and 

other individuals having emergency 

management responsibilities officially 

designated by the Postal Service must 

address inquiries to the facility head 

where the postal employee in their 

household is currently or was last 

employed. Household members of 

current or former Headquarters 

employees and other individuals having 

emergency management responsibilities 

officially designated by the Postal 

Service must submit inquiries to the 

Chief Postal Inspector. 

SYSTEMS EXEMPTED FROM CERTAIN PROVISIONS

OF THE ACT: 

Pursuant to 5 U.S.C. 552a(j) and (k), 

USPS has established regulations at 39 

CFR 266.9 that exempt records in this 

system depending on their purpose. 

HISTORY: 

June 27, 2012, 77 FR 3834; July 17, 

2008, 73 FR 41134; April 29, 2005, 70 

FR 22516. 

Sarah E. Sullivan, 

Attorney, Ethics & Legal Compliance. 

[FR Doc. 2022–03241 Filed 2–15–22; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94222; File No. SR–NYSE– 

2021–68] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Amendment No. 1 and Order 

Granting Accelerated Approval of 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Revise the Suite 

of Complimentary Products and 

Services Offered To Listed Companies 

February 10, 2022. 

I. Introduction 

On December 13, 2021, New York 

Stock Exchange LLC (‘‘NYSE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 


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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 93865 

(December 23, 2021), 86 FR 74115 (‘‘Notice’’). 

4 In Amendment No. 1, the Exchange revised the 

proposal to clarify that: (i) The products and 

services available to issuers under Tier One and 

Tier A are limited to those stated in the rule, (ii) 

an issuer’s eligibility for services under Tier One 

and Tier Two is based on its shares outstanding as 

of the preceding September 30 unless recalculated 

due to an additional issuance between October 1 

and December 31 during the preceding calendar 

year, and (iii) there is no significant change in the 

overall value of the services with the exception that 

all issuers would receive 48 months of 

whistleblower services with an approximate annual 

value of $4,000 rather than 24 months of such 

services in the Statutory Basis. In addition, in 

Amendment No. 1, the Exchange provided a 

description of the three new categories of products 

and services available to issuers under the proposal, 

which include the Board of Directors Platform, 

Virtual Event Platform, and Environmental, Social 

and Governance Tools (‘‘ESG’’), as well as an 

example of how a listed company would be eligible 

to receive Tier One or Tier Two services under the 

proposal. Amendment No. 1 is available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nyse-2021-68/srnyse202168- 

20114608-266849.pdf (‘‘Amendment No. 1’’). 

5See Notice, supra note 3, at 74116. 

6See id. 

7See id. 

8For purposes of Section 907.00 of the NYSE 

LCM, the term ‘‘Eligible New Listing’’ means (i) any 

U.S. company that lists common stock on the 

Exchange for the first time and any non-U.S. 

company that lists an equity security on the 

Exchange under Section 102.01 or 103.00 of the 

NYSE LCM for the first time, regardless of whether 

such U.S. or non-U.S. company conducts an 

offering and (ii) any U.S. or non-U.S. company 

emerging from a bankruptcy, spinoff (where a 

company lists new shares in the absence of a public 

offering), and carve-out (where a company carves 

out a business line or division, which then 

conducts a separate initial public offering). For 

purposes of Section 907.00 of the NYSE LCM, an 

‘‘equity security’’ means common stock or common 

share equivalents such as ordinary shares, New 

York shares, global shares, American Depository 

Receipts, or Global Depository Receipts. See id. 

9For purposes of Section 907.00 of the NYSE 

LCM, the term ‘‘Eligible Transfer Company’’ means 

any U.S. or non-U.S. company that transfers its 

listing of common stock or equity securities, 

respectively, to the Exchange from another national 

securities exchange. See id. 

10Section 907.00 of the NYSE LCM provides for 

separate service entitlements for Acquisition 

Companies listed under Section 102.06 of the NYSE 

LCM and the issuers of Equity Investment Tracking 

Stocks listed under Section 102.07 of the NYSE 

LCM. See id. 

11See id. 

12Under current Section 907.00 of the NYSE 

LCM, a U.S. issuer or non-U.S. company that has 

the requisite number of shares outstanding on 

September 30 will begin (or continue, as the case 

may be) to receive the suite of complimentary 

products and services for which it is eligible as of 

the following January 1. In the event that a U.S. 

issuer or non-U.S. company completes a corporate 

action between October 1 and December 31 that 

increases the number of shares it has outstanding, 

the Exchange will calculate its outstanding shares 

as of December 31 and determine whether it has 

become eligible to receive Tier One or Tier Two 

services. If eligible, the Exchange will offer such 

services as of the immediately succeeding January 

1. See id. 

13See id. 

14See id. 

15See id. 

16See id. 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

revise the suite of complimentary 

products and services offered to listed 

companies pursuant to Section 907.00 

of the NYSE Listed Company Manual 

(‘‘Manual’’ or ‘‘LCM’’). The proposed 

rule change was published for comment 

in the Federal Register on December 29, 

2021.3 The Commission received no 

comments on the proposal. On February 

4, 2022, the Exchange filed partial 

Amendment No. 1 to the proposed rule 

change.4 The Commission is publishing 

this notice to solicit comments on the 

proposed rule change, as modified by 

Amendment No. 1, from interested 

persons and is approving the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

II. Description of the Proposal, as 

Modified by Amendment No. 1 

Description of the Current Rule 

Section 907.00 of the NYSE Manual 

sets forth complimentary products and 

services that issuers are entitled to 

receive in connection with their NYSE 

listing.5 The Exchange currently offers 

certain complimentary products and 

services and access to discounted thirdparty products and services through the 

NYSE Market Access Center to currently 

and newly listed issuers.6 The Exchange 

also provides complimentary market 

surveillance products and services (with 

a commercial value of approximately 

$55,000 annually), Web-hosting 

products and services (with a 

commercial value of approximately 

$16,000 annually), Web-casting services 

(with a commercial value of 

approximately $6,500 annually), market 

analytics products and services (with a 

commercial value of approximately 

$30,000 annually), and news 

distribution products and services (with 

a commercial value of approximately 

$20,000 annually).7

Currently, the products and services 

are offered to Eligible New Listings 8

and Eligible Transfer Companies 9 based 

on the following tiers: 10

Tier A: For Eligible New Listings and 

Eligible Transfer Companies with a 

global market value of $400 million or 

more, in each case calculated as of the 

date of listing on the Exchange, the 

Exchange offers market surveillance, 

market analytics, Web-hosting, Webcasting, and news distribution products 

and services for a period of 48 calendar 

months. 

Tier B: For Eligible New Listings and 

Eligible Transfer Companies with a 

global market value of less than $400 

million, in each case calculated as of the 

date of listing on the Exchange, the 

Exchange offers Web-hosting, market 

analytics, Web-casting, and news 

distribution products and services for a 

period of 48 calendar months.11

The products and services are offered 

to currently listed companies that meet 

the eligibility requirements (‘‘Eligible 

Current Listings’’) based on the 

following tiers: 

Tier One: The Exchange offers (i) a 

choice of market surveillance or market 

analytics products and services, and (ii) 

Web-hosting and Web-casting products 

and services to U.S. issuers that have 

270 million or more total shares of 

common stock issued and outstanding 

in all share classes, including and in 

addition to Treasury shares, and nonU.S. companies that have 270 million or 

more shares of an equity security issued 

and outstanding in the U.S., each 

calculated annually as of September 

30 12 of the preceding year. 

Tier Two: At each such issuer’s 

election, the Exchange offers a choice of 

either (i) market analytics or (ii) Webhosting and Web-casting products to: (1) 

U.S. issuers that have 160 million to 

269,999,999 total shares of common 

stock issued and outstanding in all 

share classes, including and in addition 

to Treasury shares, calculated annually 

as of September 30 of the preceding 

year; and (2) non-U.S. companies that 

have 160 million to 269,999,999 shares 

of an equity security issued and 

outstanding in the U.S., calculated 

annually as of September 30 of the 

preceding year.13

In addition to the foregoing, the 

Exchange provides all listed issuers 

with complimentary access to 

whistleblower hotline services (with a 

commercial value of approximately 

$4,000 annually) for a period of 24 

calendar months.14

Proposed Amendments to Section 

907.00 of the NYSE LCM 

The Exchange proposes to amend 

Section 907.00 of the Manual. 

According to the Exchange, Eligible 

Current Listings would be entitled on a 

prorated annual basis to a new suite of 

products and services starting on the 

first day of the first calendar month after 

the approval date for the proposed 

amendments.15 Eligible New Listings 

and Eligible Transfer Companies would 

receive the proposed new suite of 

products and services if they list on or 

after the date this proposal is approved 

by the Commission.16 Moreover, the 


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17See id. 

18See id. 

19The proposed services offering includes market 

intelligence, rather than market surveillance as in 

the current rule. According to the Exchange, this 

change reflects a change in the types of service 

packages offered by the service providers from 

whom the Exchange purchases these services. 

These service providers now also provide 

additional information that is intended to track 

investors’ views about an issuer and how those 

views change over time. The Exchange states that 

the small decrease in the value attributed to this 

service is a result of pricing competition in a highly 

competitive market for these services. See id. at 

74117. 

20The Board of Directors Platform is a software 

program that enables secure document sharing, 

agenda sharing, and voting for public company 

boards of directors. See Amendment No. 1, supra 

note 4, at 4. 

21The Virtual Event Platform is a technology 

platform that enables companies to communicate 

with their investors by holding investor days, 

capital markets days, and other investment 

community events virtually. See id. at 5. 

22ESG are products and services that assist 

companies in aggregating and organizing ESG on a 

cross-organization basis, generally to facilitate 

public disclosure. See id. 

23The current rule treats Web-hosting and Webcasting services as two separate items in the suite 

of available services, while the proposed rule 

amendments aggregate them as a single option. 

According to the Exchange, it is making this change 

since service providers now market these two 

services together rather than separately. The 

Exchange states that the aggregate value of Webhosting and Web-casting services would increase 

slightly due to increased prices charged by service 

providers. See Notice, supra note 3, at 74117. 

24See id. at 74116–17. The Exchange further 

proposes to remove the reference to the Market 

Access Center from Section 907.00 of the NYSE 

LCM. The Exchange states that this does not reflect 

any change in the nature of the services to be 

provided or how issuers will access those services, 

and that the Market Access Center concept was 

simply a way of identifying the entire suite of 

available products and services and promoting their 

availability to issuers. See id. at 74117. 

25See id. 

26See id. The Exchange states, for example, that 

a company with Tier One eligibility can choose 

either market surveillance or market analytics 

products and services but cannot receive both. See 

id. 

27See id. 

28See id. and Amendment No. 1, supra note 4, 

at 3. 

29See Notice, supra note 3, at 74117. 

30See id. 

31See Amendment No. 1, supra note 4, at 3–4. 

Exchange states that issuers would not 

be required as a condition of listing to 

utilize the complimentary products and 

services available to them pursuant to 

Section 907.00 of the Manual, and 

issuers may decide to contract 

themselves for other products and 

services.17 The Exchange further states 

that companies receiving products and 

services as Eligible New Listings or 

Eligible Transfer Companies that list 

before the operative date will continue 

to be eligible to receive the products and 

services for which they are eligible 

under the rule as in effect before that 

date.18

Modified List of Products and Services 

The Exchange proposes to amend the 

suite of products and services provided 

under Section 907.00 of the Manual. As 

amended, the suite of available products 

and services would be as follows: 

Market intelligence (with a maximum 

commercial value of approximately 

$50,000 annually),19 market analytics 

(with a maximum commercial value of 

approximately $30,000 annually), board 

of directors platform (with a maximum 

commercial value of approximately 

$40,000 annually),20 virtual event 

platform (with a maximum commercial 

value of approximately $30,000 

annually),21 ESG (with a maximum 

commercial value of approximately 

$30,000 annually),22 Web-hosting and 

Web-casting products and services (with 

a maximum commercial value of 

approximately $25,000 annually),23 and 

news distribution products and services 

(with a maximum commercial value of 

approximately $20,000 annually).24

The Exchange states that it proposes, 

in certain cases, to provide companies 

with the flexibility in choosing the types 

and levels of services that best meet 

their needs, while providing that all 

qualified companies within a tier are 

entitled to receive the same dollar value 

of services.25 Under the current rule, a 

listed company may choose among the 

various service categories, where 

choosing a particular service requires 

the company to forego another service 

category entirely.26 The proposed rule 

adopts a more flexible approach for (i) 

Eligible New Listings and Eligible 

Transfers that qualify for Tier A and (ii) 

currently listed companies that qualify 

for Tier One, in which cases, companies 

will be eligible to choose different levels 

of services from the different categories, 

subject to a maximum overall value of 

services used.27

Amended Offering for Eligible New 

Listings and Eligible Transfers 

The proposed amended offering of 

products and services for Eligible New 

Listings and Eligible Transfers would be 

as follows: 

Tier A: For a period of 48 calendar 

months, with respect to Eligible New 

Listings and Eligible Transfer 

Companies that list on the Exchange 

after approval of these amendments 

with a global market value of $400 

million or more, in each case calculated 

as of the date of listing on the Exchange, 

the Exchange offers products and 

services with a maximum combined 

commercial value of approximately 

$125,000 annually, consisting of (i) 

Web-hosting and Web-casting products 

and services, (ii) news distribution 

products and services, and (iii) a 

selection from among a suite of products 

and services, consisting of market 

intelligence, market analytics, board of 

directors platform, virtual event 

platform, or ESG products and 

services.28

Tier B: For a period of 48 calendar 

months, with respect to Eligible New 

Listings and Eligible Transfer 

Companies that list on the Exchange 

after approval of these amendments 

with a global market value of less than 

$400 million, in each case calculated as 

of the date of listing on the Exchange, 

the Exchange offers (i) Web-hosting and 

Web-casting products and services, (ii) 

market analytics, and (iii) news 

distribution products and services.29

The Exchange states that the 

methodology used for determining 

global market value under the proposed 

amended rule for an Eligible New 

Listing or Eligible Transfer Company 

would be the same as is used under the 

current rule.30

Amended Offering for Currently Listed 

Companies 

The proposed amended offering of 

products and services for Eligible 

Current Listings would be as follows: 

Tier One: For U.S. issuers that have 

270 million or more total shares of 

common stock issued and outstanding 

in all share classes, including and in 

addition to Treasury shares, and nonU.S. companies that have 270 million or 

more shares of an equity security issued 

and outstanding in the U.S., each 

calculated annually as of September 30 

of the preceding year (unless 

recalculated due to an additional 

issuance between October 1 and 

December 31 during the preceding 

calendar year), the Exchange offers 

products and services with a maximum 

combined commercial value of 

approximately $75,000 annually, to be 

effective as of the following January 1, 

consisting of (i) Web-hosting and Webcasting products and services and (ii) a 

selection from among a suite of products 

and services, consisting of market 

intelligence, market analytics, board of 

directors platform, virtual event 

platform, or ESG products and 

services.31

Tier Two: Effective January 1, at each 

issuer’s election, the Exchange offers a 

choice of: (i) Market analytics; (ii) Webhosting and Web-casting products; or 

(iii) virtual event platform to: 

(1) U.S. issuers that have 160 million 

to 269,999,999 total shares of common 

stock issued and outstanding in all 


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32See id. 

33See Notice, supra note 3, at 74117. 

34See id. at 74117–18. 

35See id. at 74118. 

36See Amendment No. 1, supra note 4, at 5. 

37See Notice, supra note 3, at 74118. 

38See id. 

39 15 U.S.C. 78f. In approving this proposed rule 

change, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

40 15 U.S.C. 78f(b)(4) and (5). 

41 15 U.S.C. 78f(b)(8). 

42See Securities Exchange Act Release No. 65127 

(Aug. 12, 2011), 76 FR 51449 (Aug. 18, 2011) (SR– 

NYSE–2011–20) (‘‘2011 Approval Order’’). The 

Exchange states that products and services 

discussed herein are provided by third-party 

vendors. In its proposal, the Exchange states that 

issuers are not forced or required to use the 

complimentary products and services and some 

issuers have selected competing products and 

services. See Notice, supra note 3, at 74118. 

43See Notice, supra note 3, at 74118–19. 

44 15 U.S.C. 78f(b)(8). 

45See 2011 Approval Order, supra note 42, 76 FR 

at 51452. See also Exchange Act Release No. 76127 

(Oct. 9, 2015), 80 FR 62584, 62587 (Oct. 15, 2015) 

(SR–NYSE–2015–36) (‘‘2015 Approval Order’’). 

46See infra note 51 and accompanying text. 

47The Commission notes that Eligible New 

Listings and Eligible Transfers that qualify for Tier 

A and Eligible Current Listings that qualify for Tier 

One will be eligible to choose different levels of 

services from the different categories, subject to a 

maximum overall value of services used. See supra 

notes 25 and 27 and accompanying text. The 

Commission believes that this approach will 

provide companies with greater flexibility while 

providing that all qualified companies within a tier 

are entitled to receive the same dollar value of 

services. 

share classes, including and in addition 

to Treasury shares, calculated annually 

as of September 30 of the preceding year 

(unless recalculated due to an 

additional issuance between October 1 

and December 31 during the preceding 

calendar year); and 

(2) non-U.S. companies that have 160 

million to 269,999,999 shares of an 

equity security issued and outstanding 

in the U.S., calculated annually as of 

September 30 of the preceding year 

(unless recalculated due to an 

additional issuance between October 1 

and December 31 during the preceding 

calendar year).32

The Exchange states that the 

methodology used in determining the 

number of shares issued and 

outstanding for purposes of eligibility 

for Tier One or Tier Two would be the 

same as under the current rule.33

Proposal To Adjust Entitlements of 

Currently Listed Companies After 

January 1 

Pursuant to the proposed rule change, 

if a U.S. issuer or non-U.S. company 

completes a corporate action during the 

course of a calendar year for which its 

eligibility for services is being 

determined and that corporate action 

increases the number of shares it has 

outstanding, the Exchange would 

calculate its outstanding shares 

immediately after such corporate action 

and determine whether it has become 

eligible to receive Tier One or Tier Two 

services.34 If eligible, the Exchange 

would offer such services for the 

remainder of that calendar year, with 

such eligibility commencing as of the 

beginning of the following calendar 

month.35 The following is a summary of 

how a listed company would be able to 

become eligible to receive Tier One or 

Tier Two services upon approval of this 

proposal: 

Æ A company can become eligible for 

Tier One or Tier Two services for a full 

calendar year starting on January 1 if it 

meets the applicable shares outstanding 

requirement as of September 30 of the 

preceding calendar year. 

Æ A company that does not meet the 

applicable shares outstanding 

requirement as of September 30 of the 

preceding calendar year will still be 

eligible for services for a full calendar 

year if it completes a corporate action 

between October 1 and December 31 

that increases the number of shares it 

has outstanding and the Exchange, upon 

calculating the company’s outstanding 

shares as of December 31, determines 

that it has become eligible to receive 

Tier One or Tier Two services. If 

eligible, the Exchange will offer such 

services as of January 1 of the 

succeeding year. 

Æ If a company qualifies to be eligible 

for Tier One or Tier Two services during 

the course of a calendar year as set forth 

in the paragraph immediately above, it 

will receive the services for which it has 

become eligible for the remainder of that 

calendar year starting on the first day of 

the first calendar month after its 

eligibility has been determined.36

Period of Eligibility for Whistleblower 

Services 

The Exchange currently provides all 

listed issuers with complimentary 

access to whistleblower hotline services 

(with a commercial value of 

approximately $4,000 annually) for a 

period of 24 calendar months.37 The 

Exchange proposes to extend this period 

of eligibility to 48 months.38

III. Discussion and Commission’s 

Findings 

The Commission has carefully 

reviewed the proposed rule change and 

finds that it is consistent with the 

requirements of Section 6 of the Act.39

Specifically, the Commission believes it 

is consistent with the provisions of 

Sections 6(b)(4) and 6(b)(5) of the Act,40

in particular, in that it is designed to 

provide for the equitable allocation of 

reasonable dues, fees, and other charges 

among Exchange members, issuers, and 

other persons using the Exchange’s 

facilities, and is not designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

Moreover, the Commission believes that 

the proposed rule change is consistent 

with Section 6(b)(8) of the Act 41 in that 

it does not impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

The Commission believes that the 

proposed changes to (i) amend the 

complimentary products and services it 

offers to companies, (ii) allow a 

currently listed U.S. issuer or non-U.S. 

company to receive Tier One or Tier 

Two services if it becomes eligible 

following a corporate action during the 

calendar year at the beginning of the 

following month, and (iii) increase the 

period that all issuers receive access to 

whistleblower hotline services from 24 

months to 48 months are appropriate 

and consistent with the Act. The 

Commission believes that the Exchange 

is responding to competitive pressures 

in the market for listings in making this 

proposal.42 The Exchange represents 

that the market for new listings and for 

the retention and transfer of listed 

companies is competitive and the 

Commission understands that the 

Exchange competes, in part, by offering 

complimentary services to companies.43

In addition, the Commission believes 

that the proposal reflects the current 

competitive environment for exchange 

listings among national securities 

exchanges and does not impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act, consistent with 

Section 6(b)(8) of the Act.44

The Commission has previously 

found that the package of 

complimentary services offered to 

issuers is equitably allocated among 

issuers consistent with Section 6(b)(4) of 

the Act.45 The Commission notes that 

all listed companies will continue to 

receive some level of free services and 

that, within each tier, all issuers will 

continue to be offered the exact same 

package of services, for the same period 

of time.46 Given that under the proposal, 

Eligible Current Listings, Eligible New 

Listings, and Eligible Transfer 

Companies within each tier will 

continue to be offered the same 

complimentary products and services 47

for the same period of time, the 

Commission continues to believe that 

the package of complimentary services 


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48 15 U.S.C. 78f(b)(4). 

49 15 U.S.C. 78f(b)(5). 

50For example, under the proposal, companies 

receiving services under Tier One and Tier A will 

be eligible for three new products and services as 

described above. See supra notes 20–22. 

51See 2011 Approval Order, supra note 42. In 

particular, the 2011 Approval Order states that 

while not all issuers receive the same level of 

services, NYSE has stated that trading volume and 

market activity are related to the level of services 

that the listed companies would use in the absence 

of complimentary arrangements. The Commission 

found, among other things, that ‘‘. . . the products 

and services and their commercial value are 

equitably allocated among issuers consistent with 

Section 6(b)(4) of the Act, and the rule does not 

unfairly discriminate between issuers consistent 

with Section 6(b)(5) of the Act.’’ See id. at 51452. 

The Commission also previously found that 

expanding the complimentary products and 

services offered to some tiers but not others was 

justified, in part, based on the different-sized 

companies within each tier and the amount of 

services they needed. See Securities Exchange Act 

Release No. 70971 (Dec. 3, 2013), 78 FR 73905 (Dec. 

9, 2013). 

52See Amendment No. 1, supra note 4, at 4. 

53See 2015 Approval Order, supra note 45, 80 FR 

at 62587. The Commission notes that the Exchange 

also stated that no other company will be required 

to pay higher fees as a result of the proposal and 

that providing the proposed services will have no 

impact on the resources available for its regulatory 

programs. See Notice, supra note 3, at 74118. 

54 15 U.S.C. 78f(b)(4). 

55 15 U.S.C. 78f(b)(5). 

56 15 U.S.C. 78f(b)(8). 

is equitably allocated among issuers 

consistent with Section 6(b)(4) of the 

Act 48 and the rule does not unfairly 

discriminate between issuers consistent 

with Section 6(b)(5) of the Act.49

The Commission also believes that the 

ability of companies to qualify for Tier 

One or Tier Two services during the 

course of a calendar year if the company 

has a corporate action that increases its 

number of shares and receive those 

services on a prorated basis for the 

balance of that calendar year is 

consistent with the Act. The 

Commission notes that those companies 

would need to satisfy the same 

eligibility requirements as companies 

that are already receiving the services of 

the applicable tier. Additionally, the 

Commission believes that it is 

appropriate for the Exchange to offer 

varying services to different categories 

of issuers.50 The Commission has 

previously found that the tiers originally 

established under the corporate 

products and services rule was 

consistent with the Act,51 and the 

Exchange has represented that there is 

not ‘‘any significant change in the 

overall value of the services to which 

any company would be entitled (with 

the exception that it is proposed that all 

issuers would going forward be entitled 

to 48 months of whistleblower services 

with an approximate annual value of 

$4,000, rather than 24 months of 

services as is currently the case)’’ under 

the proposed rule.52

Further, the Commission believes that 

describing in the Exchange’s rules the 

products and services available to listed 

companies, their associated values, and 

the length of time for which issuers are 

entitled to receive such services adds 

greater transparency to the Exchange’s 

rules and to the fees applicable to listed 

companies and will ensure that 

individual listed companies are not 

given specially negotiated packages of 

products or services to list, or remain 

listed, which would raise unfair 

discrimination issues under the Act.53

In addition, the Commission believes 

that it is reasonable, and in fact required 

by Section 19(b) of the Act, that the 

Exchange amend its rules to update the 

products and services it offers to 

Eligible Current Listings, Eligible 

Transfer Companies, and Eligible New 

Listings, including the time periods for 

which such products and services are 

offered and the commercial value of 

such products and services. This 

provides greater transparency to the 

Exchange’s rules and the fees, and the 

value of free products and services, 

applicable to listed companies. 

Based on the foregoing, the 

Commission believes that the Exchange 

has provided a sufficient basis for 

amending the products and services 

offered to Eligible New Listings, Eligible 

Transfer Companies, and Eligible 

Current Listings, allowing a currently 

listed U.S. issuer or non-U.S. company 

to receive Tier One or Tier Two services 

if it becomes eligible following a 

corporate action during the calendar 

year at the beginning of the following 

month, and increasing the period of 

time that all issuers receive 

complimentary access to whistleblower 

hotline services from 24 months to 48 

months, and that these changes are 

consistent with Section 6(b)(4) of the 

Act.54 The Commission also continues 

to believe that the rule does not unfairly 

discriminate between issuers, consistent 

with Section 6(b)(5) of the Act.55

Finally, the Commission believes that 

the proposal does not impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act, consistent with 

Section 6(b)(8) of the Act.56

IV. Solicitation of Comments on 

Amendment No. 1 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as modified by Amendment No. 

1, 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 No. SR– 

NYSE–2021–68 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 No. 

SR–NYSE–2021–68. These file numbers 

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 

changes that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule changes 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 

filings also will be available for 

inspection and copying at the principal 

office of the Exchanges. 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 No. 

SR–NYSE–2021–68 and should be 

submitted on or before [insert date 21 

days from publication in the Federal 

Register]. 

V. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause, 

pursuant to Section 19(b)(2) of the Act, 

to approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the 30th day after the date of 

publication of Amendment No. 1 in the 

Federal Register. As discussed above, in 


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Federal Register / Vol. 87, No. 32 / Wednesday, February 16, 2022 / Notices 8891 

57See Amendment No. 1, supra note 4. 

58 15 U.S.C. 78s(b)(2). 

59 15 U.S.C. 78s(b)(2). 

60 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 Exchange originally filed to amend the 

Price List on January 27, 2022 (SR–NYSE–2022–06). 

SR–NYSE–2022–06 was subsequently withdrawn 

and replaced by this filing. 

Amendment No. 1, the Exchange 

generally clarifies, among other things, 

(i) the ability of companies to qualify for 

Tier One or Tier Two services during 

the course of a calendar year and (ii) the 

products and services the Exchange 

offers to Eligible New Listings, Eligible 

Transfer Companies, and Eligible 

Current Listings, including a description 

of new products and services and 

updated value of the products and 

services.57 The Commission believes 

that these revisions merely provide 

clarity to the proposed rule change and 

do not raise any new or novel issues. 

Accordingly, the Commission finds 

good cause for approving the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis, pursuant 

to Section 19(b)(2) of the Act.58

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,59 that the 

proposed rule change (SR–NYSE–2021– 

68), as modified by Amendment No. 1, 

be, and it hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.60

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–03280 Filed 2–15–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34501; 812–15293] 

Brinker Capital Destinations Trust 

February 10, 2021. 

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(c) of the Act. 

SUMMARY OF APPLICATION: The requested 

exemption would permit a Trust’s board 

of trustees (the ‘‘Board’’) to approve new 

sub-advisory agreements and material 

amendments to existing sub-advisory 

agreements without complying with the 

in-person meeting requirement of 

Section 15(c) of the Act. 

APPLICANT: Brinker Capital Destinations 

Trust (the ‘‘Trust’’). 

FILING DATES: The application was filed 

on December 28, 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 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 Commission by 5:30 p.m. on 

March 7, 2022, 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 emailing the 

Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

John J. O’Brien, Esq., johnobrien@

morganlewis.com. 

FOR FURTHER INFORMATION CONTACT: 

Terri Jordan, Branch Chief, at (202) 551– 

3239 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and condition, please refer to 

Applicants’ application, dated 

December 28, 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. 2022–03269 Filed 2–15–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94223; File No. SR–NYSE– 

2022–07] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

February 10, 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 February 

9, 2022, New York Stock Exchange LLC 

(‘‘NYSE’’ 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 its 

Price List to (1) align the charges for 

market at-the-close (‘‘MOC’’) and limit 

at-the close (‘‘LOC’’) orders on MOC/ 

LOC Tiers 1, 2 and 3, revise the 

requirements for MOC/LOC Tier 3, 

introduce incremental per share 

discounts on MOC orders under MOC/ 

LOC Tier 1, 2 and 3, and revise the rate 

for all other orders swept into the close; 

(2) introduce new credits for removing 

liquidity from the Exchange in Tape C 

securities; and (3) introduce new Tier 1 

Adding Credits in Tape C securities, 

revise the requirements for Adding Tier 

2 in Tape B and C securities, and 

introduce a new Adding Tier in Tape C 

securities. The Exchange proposes to 

implement the rule change on February 

9, 2022.4 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 


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