Federal Register / Vol. 86, No. 118 / Wednesday, June 23, 2021 / Notices 33005 

37 Id. 

38 Id. 

39 15 U.S.C. 78f(b)(5). 

40 Id. 

41 15 U.S.C. 78s(b)(2). 

42 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release Nos. 91728 

(April 29, 2021), 86 FR 24052 (SR–CBOE–2021– 

023); 91729 (April 29, 2021), 86 FR 24059 (SR– 

CboeBYX–2021–009); 91727 (April 29, 2021), 86 FR 

24083 (SR–CboeBZX–2021–028); 91725 (April 29, 

2021), 86 FR 24076 (SR–CboeEDGA–2021–009); 

91724 (April 29, 2021), 86 FR 24044 (SR– 

CboeEDGX–2021–021); 91732 (April 29, 2021), 86 

FR 24125 (SR–C2–2021–007) (collectively, 

‘‘Notices’’). 

4 15 U.S.C. 78s(b)(2). 

5 15 U.S.C. 78s(b)(2). 

6 17 CFR 200.30–3(a)(31). 

unfair discrimination between 

customers, issuers, brokers, or dealers.37

The Commission finds that, because 

the proposed rule change will not 

diminish the role that member firms 

will continue to play in the governance 

of the Exchange, and because having 

Trading Officials who are exclusively 

Exchange employees would be 

consistent with the Commissionapproved rules of other national 

securities exchanges, the proposed rule 

change is consistent with Section 6(b)(3) 

of the Act.38

The Commission also finds that the 

proposed rule change is consistent with 

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

Commission finds that the proposed 

rule change is reasonably designed to 

supervise and review trading on the 

Floor while ensuring that qualified 

Exchange-trained and supervised staff 

continue to perform oversight to the 

marketplace on a day-to-day basis as 

prescribed by Exchange rules and 

consistent with the Exchange’s 

obligations under the Act. The 

Commission also finds that the 

proposed rule change reasonably 

addresses potential conflicts of interest 

faced by Trading Officials by providing 

for objective assessments by 

professional staff who do not conduct a 

competing broker-dealer business on the 

Floor and by removing Trading Officials 

from involvement in certain situations, 

including disputes with a value of 

$10,000 or more. Additionally, the 

Commission finds that it is reasonable 

for the Exchange to hire, train, and 

supervise the Trading Officials in the 

manner that has been established for 

Staff Governors since, notwithstanding 

the change of title, the duties and 

responsibility will remain largely the 

same. Further, because the primary role 

of the Trading Official will be to 

supervise trading on the Exchange, the 

Commission also finds it is appropriate 

for Trading Officials to report to NYSE’s 

Head of Equities. For these reasons, the 

Commission finds that the proposed 

rule change consistent with the 

requirements of Section 6(b)(5) of the 

Act.39

Finally, the Commission finds that the 

changes to NYSE Rules 7.35A, 7.35B, 

18(d), 37, 47, 75, 91.50, 93(b), 103.10, 

103A, 103B(G), 104, 112(a)(i), 124(e), 

128B.10, 308(g), 903(d)(ii), and NYSE 

Listed Company Manual Section 202.04 

are of a conforming and technical nature 

designed to remove references to Floor 

Officials and clarify, as necessary, how 

the scope of the Trading Official’s duties 

differs from that of the Floor Official, 

and that these changes are, therefore, 

consistent with Section 6(b)(5) of the 

Act.40

For the reasons discussed above, the 

Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with the 

requirements of the Act and in 

particular Section 6(b)(3) and Section 

6(b)(5) because it does not impair the 

fair representation of member firms in 

the governance of the exchange, and 

because it is reasonably 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 facilitating 

transactions in securities, and to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,41 that the 

proposed rule change SR–NYSE–2020– 

105, as modified by Amendment No. 1, 

is hereby approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.42

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13100 Filed 6–22–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92199; File Nos. SR– 

CBOE–2021–023, SR–CboeBYX–2021–009, 

SR–CboeBZX–2021–028, SR–CboeEDGA– 

2021–009, SR–CboeEDGX–2021–021, SR– 

C2–2021–007] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Cboe BYX Exchange, 

Inc.; Cboe BZX Exchange, Inc.; Cboe 

EDGA Exchange, Inc.; Cboe EDGX 

Exchange, Inc.; Cboe C2 Exchange, 

Inc.; Notice of Designation of a Longer 

Period for Commission Action on 

Proposed Rule Changes To Amend the 

Sixth Amended and Restated Bylaws 

of Cboe Global Markets, Inc. To 

Implement Proxy Access 

June 16, 2021. 

On April 16, 2021, Cboe Exchange, 

Inc., Cboe BYX Exchange, Inc., Cboe 

BZX Exchange, Inc., Cboe EDGA 

Exchange, Inc., and Cboe EDGX 

Exchange, Inc., and on April 26, 2021, 

Cboe C2 Exchange, Inc., each filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend the Sixth Amended 

and Restated Bylaws of their parent 

company, Cboe Global Markets, Inc., to 

implement proxy access. The proposed 

rule changes were published for 

comment in the Federal Register on 

May 5, 2021.3 The Commission has 

received no comment letters on the 

proposed rule changes. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a propose rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding, or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the Notices for these 

proposed rule changes is June 19, 2021. 

The Commission is extending this 45- 

day time period. 

The Commission finds it appropriate 

to designate a longer period within 

which to take action on the proposed 

rule changes so that it has sufficient 

time to consider the proposed rule 

changes. Accordingly, pursuant to 

Section 19(b)(2) of the Act,5 the 

Commission designates August 3, 2021, 

as the date by which the Commission 

shall either approve or disapprove, or 

institute proceedings to determine 

whether to disapprove, the proposed 

rule changes (File Nos. SR–CBOE–2021– 

023, SR–CboeBYX–2021–009, SR– 

CboeBZX–2021–028, SR–CboeEDGA– 

2021–009, SR–CboeEDGX–2021–021, 

SR–C2–2021–007). 


jbell on DSKJLSW7X2PROD with NOTICES
33006 Federal Register / Vol. 86, No. 118 / Wednesday, June 23, 2021 / Notices 

1The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Subadvised Series 

(as defined below). 

2The term ‘‘Independent Board Members’’ means 

the members of the Board who are not parties to the 

Sub-Advisory Agreement (as defined below), or 

‘‘interested persons,’’ as defined in Section 2(a)(19) 

of the Act, of any such party. 

3Applicants do not request relief that would 

permit the Board and the Independent Board 

Members to approve renewals of Sub-Advisory 

Agreements at non-in-person meetings. 

4The term ‘‘Adviser’’ includes (i) the Adviser or 

its successors, and (ii) any entity controlling, 

controlled by or under common control with, the 

Adviser or its successors. For the purposes of the 

requested order, ‘‘successor’’ is limited to an entity 

or entities that result from a reorganization into 

another jurisdiction or a change in the type of 

business organization. 

5The term ‘‘Subadvised Series’’ also includes a 

wholly-owned subsidiary, as defined in the Act, of 

a Subadvised Series (each a ‘‘Subsidiary’’) and the 

term ‘‘sub-adviser’’ includes any sub-adviser to a 

Subsidiary. All registered open-end investment 

companies that intend to rely on the requested 

order are named as Applicants. Any entity that 

relies on the requested order will do so only in 

accordance with the terms and conditions 

contained in the application. 

6A Sub-Advisory Agreement may also be subject 

to approval by a Subadvised Series’ shareholders. 

Applicants currently rely on a multi-manager 

exemptive order to enter into and materially amend 

Sub-Advisory Agreements without obtaining 

shareholder approval. See Nationwide Investing 

Foundation, et al., Investment Company Act 

Release Nos. 23104 (Apr. 6, 1998) (notice) and 

23133 (Apr. 28, 1998) (order). 

7A sub-adviser may manage the assets of a 

Subadvised Series directly or provide the Adviser 

with model portfolio or investment 

recommendation(s) that would be utilized in 

connection with the management of a Subadvised 

Series. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13104 Filed 6–22–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34302; 812–15210] 

Nationwide Mutual Funds, et al. 

June 16, 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. 

APPLICANTS: Nationwide Mutual Funds 

and Nationwide Variable Insurance 

Trust, each of which is a registered 

open-end investment company that is 

organized as a Delaware statutory trust 

(each, a ‘‘Trust’’ and together, the 

‘‘Trusts’’) and that may offer one or 

more series of shares (each a ‘‘Series’’), 

and Nationwide Fund Advisors (the 

‘‘Adviser’’), a Delaware business trust 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’), that serves as an 

investment adviser to each Trust 

(together with the Trusts and the Series, 

the ‘‘Applicants’’). 

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 for the Subadvised Series (as 

defined below), without complying with 

the in-person meeting requirement of 

Section 15(c) of the Act. 

FILING DATES: The application was filed 

on March 22, 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 by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on July 12, 

2021, and should be accompanied by 

proof of service on the 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 by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Amy E. Haid, Esq., by email to haida@

nationwide.com. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, at (202) 551–3038, or 

Trace W. Rakestraw, at (202) 551–6825 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file number 

or an Applicant using the ‘‘Company’’ 

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

search/search.htm or by calling (202) 

551–8090. 

I. Requested Exemptive Relief 

1. Applicants request an exemption 

from Section 15(c) of the Act to permit 

the Board,1 including the Independent 

Board Members,2 to approve an 

agreement (each a ‘‘Sub-Advisory 

Agreement’’) pursuant to which a subadviser manages all or a portion of the 

assets of one or more of the Series, or 

a material amendment thereof (a ‘‘SubAdviser Change’’), without complying 

with the in-person meeting requirement 

of Section 15(c).3 Under the requested 

relief, the Independent Board Members 

could instead approve a Sub-Adviser 

Change at a meeting at which members 

of the Board participate by any means 

of communication that allows them to 

hear each other simultaneously during 

the meeting. 

2. Applicants request that the relief 

apply to Applicants, as well as to any 

future series of the Trusts and any other 

existing or future registered open-end 

management investment company or 

Series thereof that intends to rely on the 

requested order in the future and that: 

(i) Is advised by the Adviser; 4 (ii) uses 

the multi-manager structure described 

in the application; and (iii) complies 

with the terms and conditions of the 

application (each, a ‘‘Subadvised 

Series’’).5

II. Management of the Subadvised 

Series 

3. The Adviser will serve as the 

investment adviser to each Subadvised 

Series pursuant to an investment 

advisory agreement with a Trust (each 

an ‘‘Investment Management 

Agreement’’). The Adviser, subject to 

the oversight of the Board, will provide 

continuous investment management 

services to each Subadvised Series. 

Applicants are not seeking an 

exemption from the Act with respect to 

the Investment Management 

Agreements. 

4. Applicants state that the 

Subadvised Series may seek to provide 

exposure to multiple strategies across 

various asset classes, thus allowing 

investors to more easily access such 

strategies without the additional 

transaction costs and administrative 

burdens of investing in multiple funds 

to seek to achieve comparable 

exposures. 

5. To that end, the Adviser may 

achieve its desired exposures to specific 

strategies by allocating discrete portions 

of the Subadvised Series’ assets to 

various sub-advisers. Consistent with 

the terms of each Investment 

Management Agreement and subject to 

the Board’s approval,6 the Adviser 

would delegate management of all or a 

portion of the assets of a Subadvised 

Series to a sub-adviser.7 Each subadviser would be an ‘‘investment 

adviser’’ to the Subadvised Series 

within the meaning of Section 2(a)(20) 


jbell on DSKJLSW7X2PROD with NOTICES