Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 29823 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

5The term ‘‘Trade Reporting Participant’’ or 

‘‘Participant’’ is defined as any member of FINRA 

in good standing that uses the System. See FINRA 

Rule 7210A(k). 

6FINRA’s oversight of this function performed by 

the Business Member is conducted through a 

recurring assessment and review of TRF operations 

by an outside independent audit firm. 

7Supplementary Material .01 of FINRA Rule 

7620A defines ‘‘Executing Party (EP)’’ as the 

member with the trade reporting obligation under 

FINRA rules. Under FINRA Rule 6380A(b), in a 

trade between a member and non-member or 

customer, the member has the obligation to report 

the trade, and in a trade between two members, the 

member that receives an order for handling or 

execution or is presented an order against its quote, 

does not subsequently re-route the order, and 

executes the transaction, has the obligation to report 

the trade. 

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–2021–034 and 

should be submitted on or before June 

24, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11613 Filed 6–2–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92044; File No. SR–FINRA– 

2021–012] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Eliminate the PerTransaction Fee for Late and 

Corrective Reports to the FINRA/ 

Nasdaq TRF and To Increase the 

Participation Fee 

May 27, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on May 26, 

2021, the Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by FINRA. FINRA has 

designated the proposed rule change as 

‘‘establishing or changing a due, fee or 

other charge’’ under Section 

19(b)(3)(A)(ii) of the Act 3 and Rule 19b– 

4(f)(2) thereunder,4 which renders the 

proposal effective upon receipt of this 

filing by the Commission. 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 

FINRA is proposing to amend FINRA 

Rule 7620A to eliminate the pertransaction fee for late reports and 

corrective transactions that is currently 

imposed on non-Retail Participants that 

use the FINRA/Nasdaq Trade Reporting 

Facility Carteret (the ‘‘FINRA/Nasdaq 

TRF Carteret’’) and the FINRA/Nasdaq 

Trade Reporting Facility Chicago (the 

‘‘FINRA/Nasdaq TRF Chicago’’) 

(collectively, the ‘‘FINRA/Nasdaq TRF’’) 

and to increase the Participation Fee to 

account for the overhead costs 

associated with processing late and 

corrective transaction reports. 

The text of the proposed rule change 

is available on FINRA’s website at 

http://www.finra.org, at the principal 

office of FINRA 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, 

FINRA included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. FINRA has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The FINRA/Nasdaq TRF is a facility 

of FINRA that is operated by Nasdaq, 

Inc. (‘‘Nasdaq’’). In connection with the 

establishment of the FINRA/Nasdaq 

TRF, FINRA and Nasdaq entered into a 

limited liability company agreement 

(the ‘‘LLC Agreement’’). Under the LLC 

Agreement, FINRA, the ‘‘SRO Member,’’ 

has sole regulatory responsibility for the 

FINRA/Nasdaq TRF. Nasdaq, the 

‘‘Business Member,’’ is primarily 

responsible for the management of the 

FINRA/Nasdaq TRF’s business affairs, 

including establishing pricing for use of 

the FINRA/Nasdaq TRF, to the extent 

those affairs are not inconsistent with 

the regulatory and oversight functions of 

FINRA. Additionally, the Business 

Member is obligated to pay the cost of 

regulation and is entitled to the profits 

and losses, if any, derived from the 

operation of the FINRA/Nasdaq TRF. 

Pursuant to FINRA Rule 7620A, 

Participants 5 are charged fees and may 

qualify for fee caps for reporting to the 

FINRA/Nasdaq TRF. Nasdaq 

administers these rules on behalf of 

FINRA 6 in its capacity as the Business 

Member and operator of the FINRA/ 

Nasdaq TRF. In addition, pursuant to 

the contractual arrangements 

establishing the FINRA/Nasdaq TRF, 

Nasdaq collects and is entitled to all 

fees on behalf of the FINRA/Nasdaq 

TRF. 

Currently, non-Retail Participants are 

charged a per-transaction fee for late 

and corrective transaction reports. 

Specifically, the FINRA/Nasdaq TRF 

imposes a ‘‘Late Report—T+N’’ fee of 

$0.288 per trade on the Executing 

Party 7 for trade reports submitted one 

or more days after the date of the trade 

(T+N). In addition, Participants are 

charged $0.25 per trade to correct 

previously submitted trade reports. The 

reporting party is charged the fee when 

the correction is due to cancellation of 

a trade execution, a reporting error, or 

an ‘‘inhibit’’ or a ‘‘kill’’ transaction. Both 

parties to the trade are charged the fee 

when the correction is due to ‘‘break’’ or 

‘‘decline’’ transactions. The FINRA/ 

Nasdaq TRF assesses these fees 

primarily to address its administrative 


khammond on DSKJM1Z7X2PROD with NOTICES
29824 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

8See Securities Exchange Act Release No. 83866 

(August 16, 2018), 83 FR 42545, 42548 (August 22, 

2018) (Notice of Filing and Immediate Effectiveness 

of File No. SR–FINRA–2018–029). 

9See supra note 8. 

10Late and corrective transaction reports 

nonetheless make up a very small percentage of 

overall trade reporting activity on the FINRA/ 

Nasdaq TRF. For example, in 2020, 2.2 million late 

or corrective transactions were processed compared 

to over three billion trade executions reported to the 

FINRA/Nasdaq TRF. In addition, in 2020, 99.94% 

of trades reported to the FINRA/Nasdaq TRF were 

reported within 10 seconds, in compliance with 

FINRA rules. By way of comparison, in 2020, 

99.82% of trades reported to the FINRA/NYSE TRF 

were reported within 10 seconds. 

11See, e.g., FINRA Rules 6380A(a)(1) and 7260A. 

FINRA notes that firms that report to the FINRA/ 

NYSE TRF have the same obligations under FINRA 

rules (see FINRA Rules 6380B(a)(1) and 7260B); 

however, the FINRA/NYSE TRF does not charge a 

separate fee for late or corrective transaction 

reports. As noted above, the rates of timely 

reporting to the FINRA/Nasdaq TRF and FINRA/ 

NYSE TRF in 2020 were 99.94% and 99.82%, 

respectively. 

12 15 U.S.C. 78o–3(b)(5). 

burden of processing error corrections 

and late submissions. 

Historically, particularly when trade 

reporting was more manual in nature 

and trade volume was lower, a pertransaction fee was appropriate because 

the FINRA/Nasdaq TRF’s efforts to 

address late and erroneous reports were 

discrete and the costs of those efforts 

could be more readily allocated to 

individual Participants. Today, the costs 

to the FINRA/Nasdaq TRF of processing 

errors and late trade reports no longer 

correlate directly to the number or size 

of late trade reports or corrective 

transactions. In recent years, trade 

reporting activity on the FINRA/Nasdaq 

TRF has grown substantially, and often 

if trade reporting errors occur, they will 

be large in number (e.g., where such 

errors are due to a systems coding error). 

However, late reports and corrective 

transactions that Participants submit to 

the FINRA/Nasdaq TRF electronically 

through FIX may not necessarily require 

substantial time or effort for the FINRA/ 

Nasdaq TRF operations team to address, 

even if they involve a large number of 

trades, because the process for 

addressing reports submitted in this 

manner is now largely automated. By 

contrast, even a small number of late or 

corrective transaction reports may 

require significant operational support 

to address if they involve batch uploads 

or manual submissions, or if the errors 

are complex to fix. In sum, the costs to 

the FINRA/Nasdaq TRF of addressing 

late or erroneous trade reports no longer 

correlate directly on a per trade basis. 

For example, a Participant with upload 

capabilities may spend hours working 

with Nasdaq Operations to properly 

format an upload file, whereas a 

Participant that tests a large 

standardized FIX submission for late or 

corrective activity in the Nasdaq Test 

Facility may replicate the entry in 

production in seconds or minutes with 

no Nasdaq Operations support. 

Rather than continue to assess a fee 

that does not correlate to the actual 

costs of processing a Participant’s late 

reports or error corrections, or attempt 

the complex and burdensome task of 

allocating those actual costs to a 

Participant based upon its specific late 

report or correction scenario, Nasdaq, as 

the Business Member, proposes instead 

to treat these costs as general overhead 

that all non-Retail Participants will bear 

as part of the monthly Participation Fee. 

Currently, the FINRA/Nasdaq TRF 

charges its Participants (other than 

Retail Participants) a $350 per month 

Participation Fee, which exists to 

‘‘defray certain shared and common 

costs associated with the operation of 

the FINRA/Nasdaq TRF, including 

overhead costs and the costs of 

developing, maintaining, and upgrading 

shared technology.’’ 8 The Participation 

Fee ensures that all non-Retail 

Participants in the FINRA/Nasdaq 

TRF—both large and small—bear at 

least some baseline responsibility for 

the upkeep and administration of the 

facilities.9

Nasdaq, as the Business Member, 

believes that treating the costs of 

processing Participants’ late or 

corrective transaction reports as 

overhead and incorporating them in the 

Participation Fee is appropriate because 

such costs are necessary for the proper 

administration of the FINRA/Nasdaq 

TRF. The FINRA/Nasdaq TRF must 

devote staff and other resources to 

processing late and corrective 

transaction reports regardless of the 

total number or frequency of such 

reports. Nasdaq estimates that in 2020, 

the FINRA/Nasdaq TRF incurred 

approximately $740,000 to provide 

operational, business, and development 

support for late and corrective activity. 

This support comprised the equivalent 

of three full-time employees, customer 

technical guidance, FIX testing support, 

upload testing and processing support, 

system and trade processing review, and 

trade review. In addition, a majority of 

FINRA/Nasdaq TRF Participants 

submitted late or corrective transaction 

reports last year. Nasdaq notes that more 

than 60 percent of Participants incurred 

fees for late or corrective transaction 

reports at least once in 2020. 

Specifically, in 2020, 371 firms 

submitted a total of 1,248,568 

cancellations and 298 firms submitted a 

total of 976,228 late reports to the 

FINRA/Nasdaq TRF.10 As such, Nasdaq 

believes it would be equitable for the 

FINRA/Nasdaq TRF to allocate these 

costs among all non-Retail Participants 

going forward. 

To account for the costs of addressing 

late and erroneous trade reports, 

Nasdaq, as the Business Member, 

proposes to increase the Participation 

Fee for all Participants (other than Retail 

Participants, which are not subject to 

the fee under current rules) from $350 

to $450 per month. The proposed $100 

increase is based on $740,000 operating 

costs for three full-time equivalent staff 

and other resources divided across the 

620 non-Retail Participants on the 

FINRA/Nasdaq TRF. 

FINRA and Nasdaq, as the Business 

Member, do not believe that the 

proposed rule change will diminish 

incentives for Participants to report 

their trades correctly and in a timely 

manner, as required by FINRA rules. 

The FINRA/Nasdaq TRF late and 

corrective transaction report fees are 

primarily intended to address the 

administrative burden of processing 

corrections and late trade reports. While 

these fees may generally encourage the 

correct reporting of transaction data, 

they are not intended to serve a 

disciplinary function, even for 

Participants that report trades 

erroneously or late in large numbers. 

Separate and apart from the FINRA/ 

Nasdaq TRF late and corrective 

transaction report fees, FINRA rules 

require Participants to report their 

trades in a timely manner, and firms 

have an ongoing obligation to report 

trade information accurately and 

completely.11 To the extent that a 

Participant fails to comply with those 

rules, the Participant may be subject to 

a FINRA enforcement action or 

sanctions. The specter of such 

enforcement actions and sanctions— 

rather than the FINRA/Nasdaq TRF pertransaction correction and late fees— 

will continue to provide an adequate 

incentive for Participants to endeavor to 

avoid large-scale trade reporting errors 

and late reports. 

FINRA has filed the proposed rule 

change for immediate effectiveness. The 

operative date will be June 1, 2021. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(5) of the Act,12 which 

requires, among other things, that 

FINRA rules provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among members and 

issuers and other persons using any 

facility or system that FINRA operates 

or controls. As an initial matter, all nonRetail Participants are subject to the 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 29825 

13See FINRA Rule 7620A. See also Securities 

Exchange Act Release No. 83866 (August 16, 2018), 

83 FR 42545 (August 22, 2018) (Notice of Filing and 

Immediate Effectiveness of File No. SR–FINRA– 

2018–029) and Securities Exchange Act Release No. 

88135 (February 6, 2020), 85 FR 8079 (February 12, 

2020) (Notice of Filing and Immediate Effectiveness 

of File No. SR–FINRA–2020–004). 

same fees and access to the FINRA/ 

Nasdaq TRF is offered on fair and 

nondiscriminatory terms. 

The Proposal Is Reasonable 

Nasdaq, as the Business Member, 

believes the proposals are reasonable to: 

(i) Eliminate the per-transaction fee for 

late reports and corrective transactions; 

and (ii) instead allocate the costs of late 

and corrective activity as overhead to all 

non-Retail Participants by increasing the 

monthly Participation Fee. 

As discussed above, the costs that the 

FINRA/Nasdaq TRF incurs to process 

corrective and late reports no longer 

correlate directly to the number or size 

of such reports that a Participant 

submits. Similarly, these costs have 

become difficult to correlate to a 

particular Participant given the 

idiosyncratic nature of many late reports 

and corrective transactions and the 

varying levels of operational support 

that are required to address them. 

Finally, as noted above, a majority of 

non-Retail Participants submitted late or 

corrective transaction reports at least 

once in 2020. Accordingly, Nasdaq 

believes that it would be reasonable and 

equitable to require all non-Retail 

Participants to bear these costs as part 

of the overhead costs of operating the 

FINRA/Nasdaq TRF. 

The Proposal is an Equitable Allocation 

of Fees and Is Not Unfairly 

Discriminatory 

Nasdaq, as the Business Member, 

believes that the proposed rule change 

will allocate fees fairly among FINRA/ 

Nasdaq TRF Participants. 

As a threshold matter, Nasdaq 

believes that the existing formula is no 

longer appropriate because it may result 

in a Participant paying a fee that does 

not correlate to the actual costs of 

processing the Participant’s late or 

corrective transaction reports. Currently, 

a Participant may incur a large fee to 

correct a coding or other system error 

that impacts a large number of trades, 

even though the FINRA/Nasdaq TRF is 

able to facilitate correction of the error 

on an automated basis with minimal 

operational support. Meanwhile, 

another Participant may incur a small 

fee to correct an error in a single trade 

even though the error may be complex 

and require significant time and support 

to fix. 

Nasdaq intends for the proposal to 

allocate the costs of processing late and 

corrective reports in a manner that is 

more equitable to Participants than the 

existing formula. As discussed above, 

Nasdaq believes that these costs are 

appropriately classified as overhead in 

that: (i) They involve staff and other 

resources that the FINRA/Nasdaq TRF 

dedicates for use in processing late and 

corrective reports regardless of the 

frequency or size of such reports; (2) 

these resources and costs are necessary 

for the proper operation of the FINRA/ 

Nasdaq TRF; and (3) the majority of 

Participants make use of such resources. 

Additionally, these costs are difficult to 

correlate accurately to particular 

Participants due to the idiosyncratic 

nature of many late or corrective 

transaction reports and the varying 

levels of operational support that they 

require. The proposed rule change 

would avoid this difficulty by requiring 

all non-Retail Participants to bear these 

costs equally. 

Going forward, non-Retail 

Participants with large numbers of late 

or corrective transaction reports will 

benefit from the proposed rule change 

because the additional amount that they 

pay in the Participation Fee will be less 

than the per-transaction late or 

corrective fee they would pay under the 

current formula. By contrast, non-Retail 

Participants with no or a small number 

of late or corrective transaction reports 

might incur a larger fee than they do 

now, through the increase in the 

Participation Fee. Nasdaq, as the 

Business Member, believes that these 

potentially disparate effects are not 

unfairly discriminatory because any 

Participant has the potential to submit 

late or corrective transaction reports in 

the future, even if they have not done 

so in the past, and thus all have the 

potential to benefit from the proposed 

rule change. For example, 13% of firms 

with late or corrective activity in 2020 

did not have any late or corrective 

activity in 2019. Conversely, 15% of 

firms with late or corrective activity in 

2019 did not have any late or corrective 

activity in 2020. 

Moreover, the proposed $100 monthly 

increase in the Participation Fee is small 

in an absolute sense, as well as small 

relative to the overall fees that 

Participants typically incur on the 

FINRA/Nasdaq TRF. As such, any 

adverse impact of the proposed rule 

change on Participants that currently 

pay little or no fees for late or corrective 

activity is likely to be nominal. Nasdaq 

notes that the FINRA/Nasdaq TRF has 

not raised the Participation Fee since 

the fee was first established in 2018, 

despite the fact that the costs of 

operating the FINRA/Nasdaq TRF 

generally grow one to two percent per 

year (in keeping with cost of living 

adjustments), and the FINRA/Nasdaq 

TRF continues to invest in developing, 

maintaining, and upgrading its 

technology. 

Nasdaq does not believe that it is 

inequitable or unfairly discriminatory to 

charge the same fee to each non-Retail 

Participant to cover the costs of 

addressing late or corrective activity, 

even though some Participants may 

need to address such activity more 

frequently or at higher volumes than 

others. The existing Participation Fee 

already allocates other overhead costs of 

operating the FINRA/Nasdaq TRF in the 

same manner, even though some 

Participants may be more heavy users of 

the TRF, and thus may account for more 

electric power, computer equipment, 

and other overhead costs than other 

Participants. 

Finally, Nasdaq believes that it is not 

inequitable or unfairly discriminatory to 

exempt Retail Participants from the 

increased Participation Fee. Under 

current rules, Retail Participants are 

exempt from paying the Participation 

Fee as well as the per-transaction fee for 

late and corrective transaction reports.13

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

FINRA does not believe that the 

proposed rule changes will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intramarket Competition 

Nasdaq, as the Business Member, does 

not believe that the proposed rule 

change will place any category of 

Participants at a competitive 

disadvantage. The proposed increase in 

the Participation Fee will apply equally 

to all Participants (other than to Retail 

Participants, which as noted above, are 

exempt from paying the Participation 

Fee under current rules). The proposed 

rule change will ensure non-Retail 

Participants share responsibility for the 

costs of correcting trade reports or 

reporting late trades as they already do 

for other types of overhead costs. 

Additionally, Participants are free to 

report their trades to another FINRA 

trade reporting facility (‘‘TRF’’) to the 

extent they believe that the assessed fees 

are not attractive. Price competition 

between the TRFs is substantial, with 

trade reporting activity and market 

share moving between them in reaction 

to fee changes. 


khammond on DSKJM1Z7X2PROD with NOTICES
29826 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

14Because the FINRA/Nasdaq TRF and the 

FINRA/NYSE TRF are operated by different 

business members competing for market share, 

FINRA does not take a position on whether the 

pricing for one TRF is more favorable or 

competitive than the pricing for the other TRF. 

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

16 17 CFR 240.19b–4(f)(2). 17 17 CFR 200.30–3(a)(12). 

Intermarket Competition 

Nasdaq believes that the proposed 

rule change will not impose a burden on 

competition among the TRFs because 

use of the FINRA/Nasdaq TRF is 

completely voluntary and subject to 

competition.14 Nasdaq, as the Business 

Member, believes that the proposed rule 

change will strengthen the competitive 

position of the FINRA/Nasdaq TRF with 

respect to competing TRFs and will 

support increased competition in the 

market. 

Moreover, Nasdaq, as the Business 

Member, believes that the proposed rule 

change is necessary for the FINRA/ 

Nasdaq TRF to retain trade reporting 

business and to compete for new 

business since customers evaluate 

product and pricing when they evaluate 

where to submit their trade reports. 

Nasdaq notes that the competing TRF 

does not charge a separate fee to report 

late trades or to correct previously 

submitted trade reports, and Nasdaq 

believes that the proposed rule change 

will reduce any price differential 

between the competing TRFs in this 

regard. Accordingly, Nasdaq believes 

that the risk that this proposed rule 

change will impose an undue burden on 

intermarket competition is extremely 

limited. 

If market participants determine that 

the changes proposed herein are 

inadequate or unattractive, it is likely 

that the FINRA/Nasdaq TRF will lose 

market share as a result. Accordingly, 

Nasdaq believes that the proposed rule 

change will not impair the ability of the 

other TRF to maintain its competitive 

standing. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

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 15 and paragraph (f)(2) of Rule 

19b–4 thereunder.16 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 shall institute proceedings 

to determine whether the proposed rule 

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– 

FINRA–2021–012 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–FINRA–2021–012. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of FINRA. All comments received 

will be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–FINRA– 

2021–012 and should be submitted on 

or before June 24, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11608 Filed 6–2–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34289; File No. 812–15170] 

Franklin Templeton Co-Investing 

Interval Fund, et al. 

May 27, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under sections 17(d) and 57(i) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) and rule 17d–1 under the Act to 

permit certain joint transactions 

otherwise prohibited by sections 17(d) 

and 57(a)(4) of the Act and rule 17d–1 

under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

closed-end management investment 

companies and business development 

companies (‘‘BDCs’’) to co-invest in 

portfolio companies with each other and 

with certain affiliated investment funds. 

APPLICANTS: Franklin Templeton CoInvesting Interval Fund (‘‘Existing 

Regulated Fund’’); Franklin Blackhorse, 

L.P., Franklin Talos, L.P., Franklin 

Ventures Investments, L.P.—FVP Series 

1, Franklin Ventures Investments, L.P.— 

FVP Series 2, and Franklin Ventures 

Investments, L.P.—FVP Series 3 

(together, ‘‘Existing Affiliated Funds’’); 

and Franklin Advisers, Inc. (‘‘Existing 

Adviser’’). 

FILING DATES: Applicants filed the 

application on October 8, 2020, and 

amended it on April 14, 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 June 

21, 2021, and should be accompanied 

by proof of service on the applicants, in 

the form of an affidavit, or, for lawyers, 


khammond on DSKJM1Z7X2PROD with NOTICES