30 Day Notice

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Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices

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appropriate in furtherance of the
purposes of the Act.
Intermarket Competition
The Exchange operates in a highly
competitive market. Members have
numerous alternative venues that they
may participate on and direct their
order flow to, including 15 other
equities exchanges and numerous
alternative trading systems and other
off-exchange venues. As noted above, no
single registered equities exchange
currently has more than approximately
16% of the total market share of
executed volume of equities trading,
and the Exchange currently represents
less than 1% of the overall market share.
Thus, in such a low-concentrated and
highly competitive market, no single
equities exchange possesses significant
pricing power in the execution of order
flow. Moreover, the Exchange believes
that the ever-shifting market share
among the exchanges from month to
month demonstrates that market
participants can shift order flow or
discontinue to reduce use of certain
categories of products, in response to
new or different pricing structures being
introduced into the market.
Accordingly, competitive forces
constrain the Exchange’s transaction
fees and rebates, including with respect
to Added Displayed Retail Volume and
transactions in Sub-Dollar Securities,
and market participants can readily
choose to send their orders to other
exchange and off-exchange venues if
they deem fee levels at those other
venues to be more favorable. As
described above, the proposed changes
are competitive proposals through
which the Exchange is seeking to
encourage certain order flow to be sent
to the Exchange.
Additionally, the Commission has
repeatedly expressed its preference for
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 23 The
fact that this market is competitive has
also long been recognized by the courts.
In NetCoalition v. SEC, the D.C. Circuit
stated as follows: ‘‘[n]o one disputes
that competition for order flow is
‘fierce.’ . . . As the SEC explained, ‘[i]n
23 See

supra note 14.

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the U.S. national market system, buyers
and sellers of securities, and the brokerdealers that act as their order-routing
agents, have a wide range of choices of
where to route orders for execution’;
[and] ‘no exchange can afford to take its
market share percentages for granted’
because ‘no exchange possesses a
monopoly, regulatory or otherwise, in
the execution of order flow from broker
dealers’. . . .’’.24 Accordingly, the
Exchange does not believe its proposed
fee change imposes any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A)(ii) of the Act 25 and Rule
19b–4(f)(2) 26 thereunder.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission 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:

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–MEMX–2020–14. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (http://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–MEMX–2020–14, and
should be submitted on or before
December 30, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.27
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–26989 Filed 12–8–20; 8:45 am]
BILLING CODE 8011–01–P

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–
MEMX–2020–14 on the subject line.

SECURITIES AND EXCHANGE
COMMISSION

24 NetCoalition v. SEC, 615 F.3d 525, 539 (D.C.
Cir. 2010) (quoting Securities Exchange Act Release
No. 59039 (December 2, 2008), 73 FR 74770, 74782–
83 (December 9, 2008) (SR–NYSE–2006–21)).
25 15 U.S.C. 78s(b)(3)(A)(ii).
26 17 CFR 240.19b–4(f)(2).

Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,

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CFR 200.30–3(a)(12).

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Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices
100 F Street NE, Washington, DC
20549–02736
Extension:
Form N–17f–2

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Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 350l et seq.), the Securities
and Exchange Commission (the
‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
Form N–17f–2 (17 CFR 274.220)
under the Investment Company Act is
entitled ‘‘Certificate of Accounting of
Securities and Similar Investments in
the Custody of Management Investment
Companies.’’ Form N–17f–2 is the cover
sheet for the accountant examination
certificates filed under rule 17f–2 (17
CFR 270.17f–2) by registered
management investment companies
(‘‘funds’’) maintaining custody of
securities or other investments. Form
N–17f–2 facilitates the filing of the
accountant’s examination certificates
prepared under rule 17f–2. The use of
the form allows the certificates to be
filed electronically, and increases the
accessibility of the examination
certificates to both the Commission’s
examination staff and interested
investors by ensuring that the
certificates are filed under the proper
Commission file number and the correct
name of a fund.
Commission staff estimates that it
takes: (i) On average 1.25 hours of fund
accounting personnel at a total cost of
$272 to prepare each Form N–17f–2; 1
and (ii) .75 hours of administrative
assistant time at a total cost of $61 to file
the Form N–17f–2 with the
Commission.2 Approximately 201 funds
currently file Form N–17f–2 with the
Commission. Commission staff
estimates that on average each fund files
Form N–17f–2 three times annually for
a total annual hourly burden per fund
of approximately 6 hours at a total cost
of $1,002. The total annual hour burden
for Form N–17f–2 is therefore estimated
to be approximately 1,206 hours with a
total cost of approximately $201,402.3
Form N–17f–2 does not impose any
paperwork-related cost burden other
than this internal hour cost.
The estimate of average burden hours
is made solely for the purposes of the
1 This estimate is based on the following
calculation: 1.25 × $218 (fund senior accountant’s
hourly rate) = $272.
2 This estimate is based on the following
calculation: .75 × $82 (administrative assistant
hourly rate) = $61.
3 This estimate is based on the following
calculation: 201 funds × $1,002 (total annual cost
per fund) = $201,402.

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Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules and forms.
Complying with the collections of
information required by Form N–17f–2
is mandatory for those funds that
maintain custody of their own assets.
Responses will not be kept confidential.
An agency may not conduct or sponsor,
and a person is not required to respond
to, a collection of information unless it
displays a currently valid control
number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission,
c/o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: December 4, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–27028 Filed 12–8–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90559; File No. SR–
NASDAQ–2020–027]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Designation of a Longer Period for
Commission Action on Proceedings To
Determine Whether To Approve or
Disapprove a Proposed Rule Change
To Apply Additional Initial Listing
Criteria for Companies Primarily
Operating in Restrictive Markets
December 3, 2020.

On May 29, 2020, The Nasdaq Stock
Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’)
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 apply additional initial listing
criteria for companies primarily
operating in a jurisdiction that has
1 15
2 17

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U.S.C. 78s(b)(1).
CFR 240.19b–4.

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79249

secrecy laws, blocking statues, national
security laws or other laws or
regulations restricting access to
information by regulators of U.S.-listed
companies in such jurisdiction. The
proposed rule change was published for
comment in the Federal Register on
June 12, 2020.3 On July 21, 2020,
pursuant to Section 19(b)(2) of the Act,4
the Commission designated a longer
period within which to approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether to
disapprove the proposed rule change.5
On September 9, 2020, the Commission
instituted proceedings under Section
19(b)(2)(B) of the Act 6 to determine
whether to approve or disapprove the
proposed rule change.7
Section 19(b)(2) of the Act 8 provides
that, after initiating disapproval
proceedings, the Commission shall issue
an order approving or disapproving the
proposed rule change not later than 180
days after the date of publication of
notice of filing of the proposed rule
change. The Commission may extend
the period for issuing an order
approving or disapproving the proposed
rule change, however, by not more than
60 days if the Commission determines
that a longer period is appropriate and
publishes the reasons for such
determination. The date of publication
of notice of filing of the proposed rule
change was June 12, 2020. December 9,
2020 is 180 days from that date, and
February 7, 2021 is 240 days from that
date.
The Commission finds it appropriate
to designate a longer period within
which to issue an order approving or
disapproving the proposed rule change
so that it has sufficient time to consider
this proposed rule change. Accordingly,
the Commission, pursuant to Section
19(b)(2) of the Act,9 designates February
7, 2021, as the date by which the
Commission shall either approve or
disapprove the proposed rule change
(File No. SR–NASDAQ–2020–027).
3 See Securities Exchange Act Release No. 89027
(June 8, 2020), 85 FR 35962. Comments on the
proposed rule change can be found at: https://
www.sec.gov/comments/sr-nasdaq-2020-027/
srnasdaq2020027.htm.
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 89358,
85 FR 45275 (July 27, 2020). The Commission
designated September 10, 2020 as the date by which
the Commission shall approve or disapprove, or
institute proceedings to determine whether to
approve or disapprove, the proposed rule change.
6 15 U.S.C. 78s(b)(2)(B).
7 See Securities Exchange Act Release No. 89799,
85 FR 57282 (September 15, 2020).
8 15 U.S.C. 78s(b)(2).
9 Id.

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