Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 7.37E, 20225-20228 [2021-07786]
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Federal Register / Vol. 86, No. 72 / Friday, April 16, 2021 / Notices
repurchase offers of between five and
twenty-five percent of its outstanding
shares at net asset value at periodic
intervals pursuant to a fundamental
policy of the interval fund. Rule 23c–
3(b)(1) under the Act permits an interval
fund to deduct from repurchase
proceeds only a repurchase fee, not to
exceed two percent of the proceeds, that
is paid to the interval fund and is
reasonably intended to compensate the
fund for expenses directly related to the
repurchase.
3. Section 23(c)(3) provides that the
Commission may issue an order that
would permit a closed-end investment
company to repurchase its shares in
circumstances in which the repurchase
is made in a manner or on a basis that
does not unfairly discriminate against
any holders of the class or classes of
securities to be purchased. Applicants
state that the Initial Fund currently
waives, but may charge, and Future
Funds may charge, an early repurchase
fee (‘‘Early Repurchase Fee’’) at a rate of
no greater than 2 percent of the
aggregate net asset value of a
shareholder’s shares repurchased by the
Fund if the interval between the date of
purchase of the shares and the valuation
date with respect to the repurchase of
those shares is less than one year.
Applicants represent that any Early
Repurchase Fee imposed by a Fund will
apply equally to all New Class Shares
and to all classes of shares of such
Fund, consistent with section 18 of the
Act and rule 18f–3 thereunder.
4. Applicants request relief under
section 6(c), discussed above, and
section 23(c)(3) from rule 23c-3 to the
extent necessary for the Funds to
impose EWCs on shares of the Funds
submitted for repurchase that have been
held for less than a specified period.
5. Applicants state that the EWCs they
intend to impose are functionally
similar to CDSLs imposed by open-end
investment companies under rule 6c-10
under the Act. Rule 6c-10 permits openend investment companies to impose
CDSLs, subject to certain conditions.
Applicants note that rule 6c–10 is
grounded in policy considerations
supporting the employment of CDSLs
where there are adequate safeguards for
the investor, and state that the same
policy considerations support
imposition of EWCs in the interval fund
context. In addition, applicants state
that EWCs may be necessary for the
distributor to recover distribution costs.
Applicants represent that any EWC
imposed by the Funds will comply with
rule 6c–10 under the Act as if the rule
were applicable to closed-end funds.
Applicants further represent that each
Fund will disclose EWCs in accordance
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with the requirements of Form N–1A
concerning CDSLs as if the Fund were
an open-end investment company.
Asset-based Distribution and/or Service
Fees
1. Section 17(d) of the Act and rule
17d–1 under the Act prohibit an
affiliated person of a registered
investment company, or an affiliated
person of such person, acting as
principal, from participating in or
effecting any transaction in connection
with any joint enterprise or joint
arrangement in which the investment
company participates unless the
Commission issues an order permitting
the transaction. In reviewing
applications submitted under section
17(d) and rule 17d–1, the Commission
considers whether the participation of
the investment company in a joint
enterprise or joint arrangement is
consistent with the provisions, policies
and purposes of the Act, and the extent
to which the participation is on a basis
different from or less advantageous than
that of other participants.
2. Rule 17d-3 under the Act provides
an exemption from section 17(d) and
rule 17d–1 to permit open-end
investment companies to enter into
distribution arrangements pursuant to
rule 12b–1 under the Act. Applicants
request an Order under section 17(d)
and rule 17d–1 under the Act to the
extent necessary to permit the Funds to
impose asset-based distribution and/or
service fees. Applicants represent that
the Funds will comply with rules 12b–
1 and 17d–3 as if those rules applied to
closed-end investment companies.
3. For the reasons stated above,
applicants submit that the exemptions
requested are necessary and appropriate
in the public interest and are consistent
with the protection of investors and the
purposes fairly intended by the policy
and provisions of the Act. Applicants
further submit that the relief requested
pursuant to section 23(c)(3) will be
consistent with the protection of
investors and will ensure that
applicants do not unfairly discriminate
against any holders of the class of
securities to be purchased. Finally,
applicants state that the Funds’
imposition of asset-based distribution
and/or service fees is consistent with
the provisions, policies and purposes of
the Act and does not involve
participation on a basis different from or
less advantageous than that of other
participants.
Applicants’ Condition:
Applicants agree that any Order
granting the requested relief will be
subject to the following condition:
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Each Fund relying on the Order will
comply with the provisions of rules 6c–
10, 12b–1, 17d–3, 18f–3, 22d–1, and,
where applicable, 11a–3 under the Act,
as amended from time to time or
replaced, as if those rules applied to
closed-end management investment
companies, and will comply with the
FINRA Sales Charge Rule, as amended
from time to time, as if that rule applied
to all closed-end management
investment companies.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–07269 Filed 4–15–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91529; File No. SR–
NYSEAMER–2021–17]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend Rule 7.37E
April 12, 2021.
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 April 1,
2021, NYSE American LLC (‘‘NYSE
American’’ 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
Rule 7.37E to specify when the
Exchange may adjust its calculation of
the PBBO. 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.
15 U.S.C. 78s(b)(1).
15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1
2
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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
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 those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
Purpose
The Exchange proposes to amend
Rule 7.37E to specify when the
Exchange may adjust its calculation of
the PBBO.4
Generally, the Exchange updates both
the PBBO and NBBO based on quote
updates received from data feeds from
Away Markets, which are disclosed in
Rule 7.37E(d).5 In 2015, the Exchange
described in a rule filing that when it
routes interest to a protected quotation,
the Exchange adjusts the PBBO.6 The
Exchange proposes to amend its rules to
include that description in Rule 7.37E
and provide additional specificity of
when it may adjust its calculation of the
PBBO.
As proposed, new paragraph (d)(1) of
Rule 7.37E would provide:
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The Exchange may adjust its calculation of
the PBBO based on information about orders
4 The term ‘‘PBBO’’ is defined in Rule 1.1E to
mean the Best Protected Bid and the Best Protected
Offer, which in turn mean the highest Protected Bid
and the lowest Protected Offer, which refer to
quotations in an NMS stock that is (i) displayed by
an Automated Trading Center; (ii) disseminated
pursuant to an effective national market system
plan; and (iii) an Automated Quotation that is the
best bid or best offer of a national securities
exchange or the best bid or best offer of a national
securities association. The term NBBO is defined to
mean the national best bid and offer. The Exchange
notes that the NBBO may differ from the PBBO
because the NBBO includes Manual Quotations,
which are defined as any quotation other than an
automated quotation. 17 CFR 242.600(b)(37).
5 The Exchange proposes non-substantive
amendments to Rule 7.37E(d) to update the names
of the exchanges listed in the table by replacing the
term ‘‘Bats’’ with ‘‘Cboe,’’ replacing the term
‘‘NASDAQ’’ with ‘‘Nasdaq,’’ removing reference to
‘‘OMX’’ for Nasdaq BX, Inc. and Nasdaq PHLX LLC,
adding reference to ‘‘Inc.’’ for Nasdaq BX, Inc., and
deleting an extraneous ‘‘LLC’’.
6 See Securities Exchange Act Release No. 74408
(March 2, 2015), 80 FR 12225 (March 6, 2015) (SR–
NYSEMKT–2015–11) (Notice of filing and
immediate effectiveness of proposed rule change)
(‘‘Datafeed Filing’’).
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it sends to Away Markets with protected
quotations, execution reports received from
those Away Markets, and certain orders
received by the Exchange.
This proposed rule text is consistent
with the Exchange’s disclosure in the
Datafeed Filing and adds specificity that
the Exchange may adjust its calculation
of the PBBO based on execution reports
received from Away Markets and certain
orders received by the Exchange.7
Proposed Rule 7.37E(d)(1) is based on
MEMX LLC (‘‘MEMX’’) Rule 13.4(b)
with two non-substantive differences.8
First, the Exchange proposes to use the
term ‘‘PBBO,’’ which is the term used in
the Exchange’s rules for the best-priced
protected quotations, instead of
‘‘NBBO.’’ Second, the Exchange
proposes to refer to ‘‘Away Markets,’’
which is a defined term in Rule 1.1E,
instead of ‘‘other venues.’’
MEMX has not disclosed
circumstances when ‘‘certain orders
received by the Exchange’’ would result
in an adjustment to its calculation of the
PBBO, but the Exchange believes that
when MEMX receives an ISO with a Day
time in force (‘‘Day ISO’’), it adjusts its
calculation of the PBBO. The Exchange
proposes that it would also adjust its
calculation of the PBBO based on
receipt of a Day ISO, which is consistent
with how Nasdaq Stock Market LLC
(‘‘Nasdaq’’) 9 and Cboe BZX Exchange,
Inc. (‘‘BZX’’) 10 function.
7 The Exchange does not adjust its calculation of
the NBBO based on information about orders sent
to Away Markets, execution reports from Away
Markets, or certain orders received by the Exchange.
8 MEMX Rule 13.4(b) provides: ‘‘The Exchange
may adjust its calculation of the NBBO based on
information about orders sent to other venues with
protected quotations, execution reports received
from those venues, and certain orders received by
the Exchange.’’
9 See Nasdaq Rule 4703(j) (‘‘Upon receipt of an
ISO, the System will consider the stated price of the
ISO to be available for other Orders to be entered
at that price, unless the ISO is not itself accepted
at that price level (for example, a Post-Only Order
that has its price adjusted to avoid executing against
an Order on the Nasdaq Book) or the ISO is not
Displayed.’’) and Securities Exchange Act Release
No. 74558 (March 20, 2015) 80 FR 16050, 16068
(March 26, 2015) (SR–Nasdaq–2015–024) (Notice).
10 See Securities Exchange Act Release No. 74074
(January 15, 2015), 80 FR 3679, 3680 (January 23,
2015) (SR–BATS–2015–04) (Notice of filing and
immediate effectiveness of proposed rule change to
clarify the use of certain data feeds) (‘‘The
Exchange’s [matching engine] will update the
NBBO upon receipt of a Day ISO. When a Day ISO
is posted on the BATS Book, the [matching engine]
uses the receipt of a Day ISO as evidence that the
protected quotes have been cleared, and the ME
does not check away markets for equal or betterpriced protected quotes. . . . In determining
whether to route an order and to which venue(s) it
should be routed, the [routing engine] makes its
own calculation of the NBBO. . . . The [routing
engine] does not utilize Day ISO Feedback in
constructing the NBBO; however, because all orders
initially flow through the [matching engine], to the
extent Day ISO Feedback has updated the [matching
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Specifically, the Exchange proposes
that it would adjust its calculation of the
PBBO upon receipt of a Day ISO Order
that the Exchange displays. As
described in Rule 7.37E(e)(3)(C), a Day
ISO is eligible for the exception to
locking or crossing a protected
quotation because the member
organization simultaneously routes an
ISO to execute against the full size of
any locked or crossed protection
quotations, i.e., the member
organization routes ISOs to trade with
contra-side protected quotations on
Away Markets that are priced equal to
or better than the arriving Day ISO on
the Exchange. Because receipt of a Day
ISO informs the Exchange that the
member organization has routed ISOs to
trade with Away Market contra-side
protected quotations priced equal to or
better than the Day ISO, upon receipt
and displaying of a Day ISO, the
Exchange proposes to adjust its
calculation of the PBBO to exclude any
contra-side protected quotations that are
priced equal to or better than the Day
ISO.
• For example, if the best protected
bid is 10.00, Exchange A is displaying
a protected offer at 10.05, and Exchange
B is displaying a protected offer at
10.09, the Exchange’s calculation of the
PBBO would be 10.00 x 10.05. If the
Exchange receives a Day ISO for 100
shares to buy priced at 10.05 that is
displayed on the Exchange at 10.05, the
Exchange would adjust its calculation of
the PBBO to be 10.05 × 10.09 and would
use this updated PBBO for execution,
routing, and re-pricing determinations.
If a Day ISO is displayed on the
Exchange at a price less aggressive than
its limit price (e.g., a Day ISO ALO that,
if displayed at its limit price, would
lock displayed interest on the
Exchange), the Day ISO still informs the
Exchange that the member organization
has routed ISOs to trade with contraside protected quotations on Away
Markets that are priced equal to or better
than the limit price of arriving Day ISO
on the Exchange. The Exchange would
therefore use the limit price of the Day
ISO ALO to determine how to adjust its
calculation of the contra-side Away
Market PBBO, provided that contra-side
displayed interest on the Exchange
equal to the limit price of the Day ISO
ALO would not be considered cleared.
The price at which the arriving Day ISO
ALO would be displayed would be the
price that informs the Exchange’s
calculation of the same-side PBBO.
engine’s] calculation of the NBBO, all orders
processed by the [routing engine] do take Day ISO
Feedback into account.’’) (‘‘BZX Filing’’).
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For example, when the best protected
bid is 10.00 and Exchange A is
displaying a protected offer at 10.05 and
the Exchange’s best displayed offer is
10.07, the Exchange’s calculation of the
PBBO would be 10.00 × 10.05, then:
• If the Exchange receives ALO ‘‘1’’ to
buy at 10.06, it would be displayed at
10.04 and be assigned a working price
of 10.05, which is the PBO (displayed
on Exchange A),11 and the Exchange
would adjust the PBBO to be 10.04 ×
10.05.
• If next, the Exchange receives Day
ISO ALO ‘‘2’’ to buy at 10.07, the
Exchange would be permitted to display
that order at a price that crosses
Exchange A’s PBO because it is a Day
ISO. However, because it locks the
Exchange’s best displayed offer, due to
its ALO modifier, the Exchange would
display Day ISO ALO ‘‘2’’ at 10.06 and
it would have a working price of
10.06.12 In this scenario, the Exchange
proposes to adjust its calculation of the
PBBO to be 10.06 × 10.07 and use this
updated PBBO for execution, routing,
and re-pricing determinations,
including repricing the ALO ‘‘1’’ to buy
to both work and display at its limit
price of 10.06.
The Exchange believes that adjusting
the PBBO in this manner is consistent
with Regulation NMS because the
member organization that submitted the
Day ISO ALO to buy priced at 10.07 has
represented that it has sent ISOs to trade
with protected offers on other exchanges
priced at 10.07 or lower. The only
reason that such order would not be
displayed at 10.07 on the Exchange is
because it has an ALO modifier and
cannot trade with the Exchange’s
displayed offer of 10.07. However, there
is no restriction on that Day ISO ALO
being displayed at 10.06, which crosses
the Away Market PBO of 10.05. The
Exchange believes in this circumstance,
it is consistent with Regulation NMS for
the Exchange to consider that any Away
Market protected offers priced 10.07 or
below have been cleared and therefore
adjust its calculation of the contra-side
Away Market PBBO for purposes of
execution, routing, and repricing
determinations based on the limit price
of the Day ISO ALO.
The Exchange believes that the
proposed amendments to Rule 7.37–E(d)
would promote clarity and transparency
See Rule 7.31E(e)(2)(B)(i).
See Rule 7.31E(e)(3)(D)(ii). Currently, the
Exchange would display such Day ISO ALO ‘‘2’’ at
10.06 and would adjust its calculation of the sameside PBBO and reprice same-side resting orders to
the Day ISO price, but would not adjust its
calculation of the contra-side PBBO for purposes of
routing and execution determinations of new
orders.
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11
12
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in the Exchange’s rules regarding
circumstances when the Exchange may
adjust its calculation of the PBBO. The
Exchange does not believe this proposed
rule change is novel. Rather, the
Exchange believes that other equity
exchanges that accept Day ISOs
similarly adjust their calculation of the
best protected bid and best protected
offer for purposes of making execution,
routing, and repricing determinations
based on the receipt of Day ISOs, as
described above. The Exchange
anticipates that it will implement the
technology change to how it calculates
the PBBO in May 2021.
2. Statutory Basis
The Exchange believes that the
proposal is consistent with Section 6(b)
of the Act,13 in general, and furthers the
objectives of Sections 6(b)(5) of the
Act,14 in particular, because it is
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
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to, and perfect the
mechanisms of, a free and open market
and a national market system and, in
general, to protect investors and the
public interest and because it is not
designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers.
The Exchange believes that the
proposed rule change would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system because it
is designed to promote clarity and
transparency in Exchange rules of when
the Exchange may adjust its calculation
of the PBBO. The Exchange believes that
adjusting its calculation of the PBBO
based on receipt of a Day ISO is
consistent with Regulation NMS
because the member organization that
entered such Day ISO has also sent ISOs
to Away Markets to trade with contraside protected quotations priced equal
to or better than the Day ISO. For the
same reasons that displaying a Day ISO
at a price that locks or crosses the PBBO
is consistent with Regulation NMS, the
Exchange believes that adjusting its
calculation of the PBBO based on
receipt and display of a Day ISO for
purposes of making execution, routing,
and repricing determinations for other
orders is also consistent with Regulation
NMS. The Exchange further notes that
the proposed rule text is not novel and
is based on MEMX Rule 13.4(b) and is
consistent with Nasdaq rules and the
BZX Filing.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
In accordance with Section 6(b)(8) of
the Act,15 the Exchange believes that the
proposed rule change would not impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule changes are designed to
promote transparency and clarity in
Exchange rules regarding when the
Exchange may adjust its calculation of
the PBBO. The Exchange believes that
the proposed rule change would
promote competition because the
Exchange proposes to adjust its
calculation of the PBBO under similar
circumstances that other equity
exchanges adjust their calculation of the
PBBO, including MEMX, Nasdaq, and
BZX.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 16 and Rule
19b–4(f)(6) thereunder.17 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.
At any time within 60 days of the
filing of such 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
15 U.S.C. 78f(b)(8).
15 U.S.C. 78s(b)(3)(A)(iii).
17 17 CFR 240.19b–4(f)(6).
15
15 U.S.C. 78f(b).
14 15 U.S.C. 78f(b)(5).
13
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Federal Register / Vol. 86, No. 72 / Friday, April 16, 2021 / Notices
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 18 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
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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:
submissions should refer to File
Number SR–NYSEAMER–2021–17, and
should be submitted on or before May
7, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–07786 Filed 4–15–21; 8:45 am]
BILLING CODE 8011–01–P
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEAMER–2021–17 on the subject
line.
SMALL BUSINESS ADMINISTRATION
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–NYSEAMER–2021–17. 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 (https://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
Notice is hereby given that Star
Mountain SBIC Fund, LP, 2 Grand
Central Tower, 140 East 45th Street,
37th Floor, New York, NY 10017, a
Federal Licensee under the Small
Business Investment Act of 1958, as
amended (‘‘the Act’’), in connection
with the financing of a small concern,
has sought an exemption under Section
312 of the Act and Section 107.730,
Financings which Constitute Conflicts
of Interest of the Small Business
Administration (‘‘SBA’’) Rules and
Regulations (13 CFR 107.730).
Associates of Star Mountain SBIC Fund,
L.P. own more than 10% of the equity
interests in Arrow Home Health LLC,
2805 S Expressway 83, Suite A,
Harlingen, TX 78550, thereby making
Arrow Home Health LLC an Associate.
The financing is brought within the
purview of § 107.730(a) of the
Regulations because Star Mountain
SBIC Fund, LP and Arrow Home Health
LLC are Associates and Star Mountain
SBIC Fund, LP is seeking to invest
capital in Arrow Home Health LLC.
Therefore, this transaction is considered
financing an Associate, requiring a prior
SBA exemption and pre-financing SBA
approval.
Notice is hereby given that any
interested person may submit written
comments on the transaction, within
fifteen days of the date of this
publication, to the Associate
Administrator, Office of Investment and
Innovation, U.S. Small Business
Administration, 409 Third Street SW,
Washington, DC 20416.
18
15 U.S.C. 78s(b)(2)(B).
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19:57 Apr 15, 2021
[License No. 02/02–0698]
Star Mountain SBIC Fund, LP; Notice
Seeking Exemption Under Section 312
of the Small Business Investment Act,
Conflicts of Interest
19
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17 CFR 200.30–3(a)(12).
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U.S. Small Business Administration.
Thomas G. Morris,
Acting Associate Administrator, Director,
Office of Liquidation, Office of Investment
and Innovation.
[FR Doc. 2021–07858 Filed 4–15–21; 8:45 am]
BILLING CODE P
DEPARTMENT OF STATE
[Public Notice: 11410]
Determination and Waiver of the
Department of State, Foreign
Operations, and Related Programs
Appropriations Act, 2021 (Div. K, Pub
L. 116–260) Relating to Assistance for
the Independent States of the Former
Soviet Union
Pursuant to the authority vested in me
as Secretary of State, including by
section 7046(b) of the Department of
State, Foreign Operations, and Related
Programs Appropriations Act, 2021
(Div. K, Pub L. 116–260) (‘‘the Act’’),
and E.O. 12163, as amended by E.O.
13118, I hereby determine that it is in
the national security interest of the
United States to make available funds
appropriated by the Act, without regard
to the restriction in section 7046(b) of
the Act, for Armenia, Azerbaijan,
Belarus, Georgia, Moldova, Kazakhstan,
the Kyrgyz Republic, Tajikistan,
Turkmenistan, Ukraine, and Uzbekistan.
This Determination shall be published
in the Federal Register and, along with
the accompanying Memorandum of
Justification, shall be reported to
Congress.
Dated: March 8, 2021.
Antony J. Blinken,
Secretary of State.
[FR Doc. 2021–07795 Filed 4–15–21; 8:45 am]
BILLING CODE 4710–23–P
DEPARTMENT OF STATE
[Public Notice: 11402]
Notice of Determinations; Culturally
Significant Objects Being Imported for
Exhibition—Determinations: ‘‘The
Paradox of Stillness: Art, Object, and
Performance’’ Exhibition
Notice is hereby given of the
following determinations: I hereby
determine that certain objects being
imported from abroad pursuant to an
agreement with their foreign owner or
custodian for temporary display in the
exhibition ‘‘The Paradox of Stillness:
Art, Object, and Performance’’ at the
Walker Art Center, Minneapolis,
Minnesota, and at possible additional
exhibitions or venues yet to be
SUMMARY:
E:\FR\FM\16APN1.SGM
16APN1
]]>Agencies
[Federal Register Volume 86, Number 72 (Friday, April 16, 2021)]
[Notices]
[Pages 20225-20228]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-07786]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-91529; File No. SR-NYSEAMER-2021-17]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Rule 7.37E
April 12, 2021.
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 April 1, 2021, NYSE American LLC (``NYSE American'' 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 self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Rule 7.37E to specify when the
Exchange may adjust its calculation of the PBBO. 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.
[[Page 20226]]
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 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 those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
Purpose
The Exchange proposes to amend Rule 7.37E to specify when the
Exchange may adjust its calculation of the PBBO.\4\
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\4\ The term ``PBBO'' is defined in Rule 1.1E to mean the Best
Protected Bid and the Best Protected Offer, which in turn mean the
highest Protected Bid and the lowest Protected Offer, which refer to
quotations in an NMS stock that is (i) displayed by an Automated
Trading Center; (ii) disseminated pursuant to an effective national
market system plan; and (iii) an Automated Quotation that is the
best bid or best offer of a national securities exchange or the best
bid or best offer of a national securities association. The term
NBBO is defined to mean the national best bid and offer. The
Exchange notes that the NBBO may differ from the PBBO because the
NBBO includes Manual Quotations, which are defined as any quotation
other than an automated quotation. 17 CFR 242.600(b)(37).
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Generally, the Exchange updates both the PBBO and NBBO based on
quote updates received from data feeds from Away Markets, which are
disclosed in Rule 7.37E(d).\5\ In 2015, the Exchange described in a
rule filing that when it routes interest to a protected quotation, the
Exchange adjusts the PBBO.\6\ The Exchange proposes to amend its rules
to include that description in Rule 7.37E and provide additional
specificity of when it may adjust its calculation of the PBBO.
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\5\ The Exchange proposes non-substantive amendments to Rule
7.37E(d) to update the names of the exchanges listed in the table by
replacing the term ``Bats'' with ``Cboe,'' replacing the term
``NASDAQ'' with ``Nasdaq,'' removing reference to ``OMX'' for Nasdaq
BX, Inc. and Nasdaq PHLX LLC, adding reference to ``Inc.'' for
Nasdaq BX, Inc., and deleting an extraneous ``LLC''.
\6\ See Securities Exchange Act Release No. 74408 (March 2,
2015), 80 FR 12225 (March 6, 2015) (SR-NYSEMKT-2015-11) (Notice of
filing and immediate effectiveness of proposed rule change)
(``Datafeed Filing'').
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As proposed, new paragraph (d)(1) of Rule 7.37E would provide:
The Exchange may adjust its calculation of the PBBO based on
information about orders it sends to Away Markets with protected
quotations, execution reports received from those Away Markets, and
certain orders received by the Exchange.
This proposed rule text is consistent with the Exchange's
disclosure in the Datafeed Filing and adds specificity that the
Exchange may adjust its calculation of the PBBO based on execution
reports received from Away Markets and certain orders received by the
Exchange.\7\
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\7\ The Exchange does not adjust its calculation of the NBBO
based on information about orders sent to Away Markets, execution
reports from Away Markets, or certain orders received by the
Exchange.
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Proposed Rule 7.37E(d)(1) is based on MEMX LLC (``MEMX'') Rule
13.4(b) with two non-substantive differences.\8\ First, the Exchange
proposes to use the term ``PBBO,'' which is the term used in the
Exchange's rules for the best-priced protected quotations, instead of
``NBBO.'' Second, the Exchange proposes to refer to ``Away Markets,''
which is a defined term in Rule 1.1E, instead of ``other venues.''
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\8\ MEMX Rule 13.4(b) provides: ``The Exchange may adjust its
calculation of the NBBO based on information about orders sent to
other venues with protected quotations, execution reports received
from those venues, and certain orders received by the Exchange.''
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MEMX has not disclosed circumstances when ``certain orders received
by the Exchange'' would result in an adjustment to its calculation of
the PBBO, but the Exchange believes that when MEMX receives an ISO with
a Day time in force (``Day ISO''), it adjusts its calculation of the
PBBO. The Exchange proposes that it would also adjust its calculation
of the PBBO based on receipt of a Day ISO, which is consistent with how
Nasdaq Stock Market LLC (``Nasdaq'') \9\ and Cboe BZX Exchange, Inc.
(``BZX'') \10\ function.
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\9\ See Nasdaq Rule 4703(j) (``Upon receipt of an ISO, the
System will consider the stated price of the ISO to be available for
other Orders to be entered at that price, unless the ISO is not
itself accepted at that price level (for example, a Post-Only Order
that has its price adjusted to avoid executing against an Order on
the Nasdaq Book) or the ISO is not Displayed.'') and Securities
Exchange Act Release No. 74558 (March 20, 2015) 80 FR 16050, 16068
(March 26, 2015) (SR-Nasdaq-2015-024) (Notice).
\10\ See Securities Exchange Act Release No. 74074 (January 15,
2015), 80 FR 3679, 3680 (January 23, 2015) (SR-BATS-2015-04) (Notice
of filing and immediate effectiveness of proposed rule change to
clarify the use of certain data feeds) (``The Exchange's [matching
engine] will update the NBBO upon receipt of a Day ISO. When a Day
ISO is posted on the BATS Book, the [matching engine] uses the
receipt of a Day ISO as evidence that the protected quotes have been
cleared, and the ME does not check away markets for equal or better-
priced protected quotes. . . . In determining whether to route an
order and to which venue(s) it should be routed, the [routing
engine] makes its own calculation of the NBBO. . . . The [routing
engine] does not utilize Day ISO Feedback in constructing the NBBO;
however, because all orders initially flow through the [matching
engine], to the extent Day ISO Feedback has updated the [matching
engine's] calculation of the NBBO, all orders processed by the
[routing engine] do take Day ISO Feedback into account.'') (``BZX
Filing'').
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Specifically, the Exchange proposes that it would adjust its
calculation of the PBBO upon receipt of a Day ISO Order that the
Exchange displays. As described in Rule 7.37E(e)(3)(C), a Day ISO is
eligible for the exception to locking or crossing a protected quotation
because the member organization simultaneously routes an ISO to execute
against the full size of any locked or crossed protection quotations,
i.e., the member organization routes ISOs to trade with contra-side
protected quotations on Away Markets that are priced equal to or better
than the arriving Day ISO on the Exchange. Because receipt of a Day ISO
informs the Exchange that the member organization has routed ISOs to
trade with Away Market contra-side protected quotations priced equal to
or better than the Day ISO, upon receipt and displaying of a Day ISO,
the Exchange proposes to adjust its calculation of the PBBO to exclude
any contra-side protected quotations that are priced equal to or better
than the Day ISO.
For example, if the best protected bid is 10.00, Exchange
A is displaying a protected offer at 10.05, and Exchange B is
displaying a protected offer at 10.09, the Exchange's calculation of
the PBBO would be 10.00 x 10.05. If the Exchange receives a Day ISO for
100 shares to buy priced at 10.05 that is displayed on the Exchange at
10.05, the Exchange would adjust its calculation of the PBBO to be
10.05 x 10.09 and would use this updated PBBO for execution, routing,
and re-pricing determinations.
If a Day ISO is displayed on the Exchange at a price less
aggressive than its limit price (e.g., a Day ISO ALO that, if displayed
at its limit price, would lock displayed interest on the Exchange), the
Day ISO still informs the Exchange that the member organization has
routed ISOs to trade with contra-side protected quotations on Away
Markets that are priced equal to or better than the limit price of
arriving Day ISO on the Exchange. The Exchange would therefore use the
limit price of the Day ISO ALO to determine how to adjust its
calculation of the contra-side Away Market PBBO, provided that contra-
side displayed interest on the Exchange equal to the limit price of the
Day ISO ALO would not be considered cleared. The price at which the
arriving Day ISO ALO would be displayed would be the price that informs
the Exchange's calculation of the same-side PBBO.
[[Page 20227]]
For example, when the best protected bid is 10.00 and Exchange A is
displaying a protected offer at 10.05 and the Exchange's best displayed
offer is 10.07, the Exchange's calculation of the PBBO would be 10.00 x
10.05, then:
If the Exchange receives ALO ``1'' to buy at 10.06, it
would be displayed at 10.04 and be assigned a working price of 10.05,
which is the PBO (displayed on Exchange A),\11\ and the Exchange would
adjust the PBBO to be 10.04 x 10.05.
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\11\ See Rule 7.31E(e)(2)(B)(i).
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If next, the Exchange receives Day ISO ALO ``2'' to buy at
10.07, the Exchange would be permitted to display that order at a price
that crosses Exchange A's PBO because it is a Day ISO. However, because
it locks the Exchange's best displayed offer, due to its ALO modifier,
the Exchange would display Day ISO ALO ``2'' at 10.06 and it would have
a working price of 10.06.\12\ In this scenario, the Exchange proposes
to adjust its calculation of the PBBO to be 10.06 x 10.07 and use this
updated PBBO for execution, routing, and re-pricing determinations,
including repricing the ALO ``1'' to buy to both work and display at
its limit price of 10.06.
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\12\ See Rule 7.31E(e)(3)(D)(ii). Currently, the Exchange would
display such Day ISO ALO ``2'' at 10.06 and would adjust its
calculation of the same-side PBBO and reprice same-side resting
orders to the Day ISO price, but would not adjust its calculation of
the contra-side PBBO for purposes of routing and execution
determinations of new orders.
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The Exchange believes that adjusting the PBBO in this manner is
consistent with Regulation NMS because the member organization that
submitted the Day ISO ALO to buy priced at 10.07 has represented that
it has sent ISOs to trade with protected offers on other exchanges
priced at 10.07 or lower. The only reason that such order would not be
displayed at 10.07 on the Exchange is because it has an ALO modifier
and cannot trade with the Exchange's displayed offer of 10.07. However,
there is no restriction on that Day ISO ALO being displayed at 10.06,
which crosses the Away Market PBO of 10.05. The Exchange believes in
this circumstance, it is consistent with Regulation NMS for the
Exchange to consider that any Away Market protected offers priced 10.07
or below have been cleared and therefore adjust its calculation of the
contra-side Away Market PBBO for purposes of execution, routing, and
repricing determinations based on the limit price of the Day ISO ALO.
The Exchange believes that the proposed amendments to Rule 7.37-
E(d) would promote clarity and transparency in the Exchange's rules
regarding circumstances when the Exchange may adjust its calculation of
the PBBO. The Exchange does not believe this proposed rule change is
novel. Rather, the Exchange believes that other equity exchanges that
accept Day ISOs similarly adjust their calculation of the best
protected bid and best protected offer for purposes of making
execution, routing, and repricing determinations based on the receipt
of Day ISOs, as described above. The Exchange anticipates that it will
implement the technology change to how it calculates the PBBO in May
2021.
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of
Sections 6(b)(5) of the Act,\14\ in particular, because it is 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 regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to, and perfect the mechanisms of,
a free and open market and a national market system and, in general, to
protect investors and the public interest and because it is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because it is designed to promote clarity and
transparency in Exchange rules of when the Exchange may adjust its
calculation of the PBBO. The Exchange believes that adjusting its
calculation of the PBBO based on receipt of a Day ISO is consistent
with Regulation NMS because the member organization that entered such
Day ISO has also sent ISOs to Away Markets to trade with contra-side
protected quotations priced equal to or better than the Day ISO. For
the same reasons that displaying a Day ISO at a price that locks or
crosses the PBBO is consistent with Regulation NMS, the Exchange
believes that adjusting its calculation of the PBBO based on receipt
and display of a Day ISO for purposes of making execution, routing, and
repricing determinations for other orders is also consistent with
Regulation NMS. The Exchange further notes that the proposed rule text
is not novel and is based on MEMX Rule 13.4(b) and is consistent with
Nasdaq rules and the BZX Filing.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\15\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. The proposed rule changes are designed to promote
transparency and clarity in Exchange rules regarding when the Exchange
may adjust its calculation of the PBBO. The Exchange believes that the
proposed rule change would promote competition because the Exchange
proposes to adjust its calculation of the PBBO under similar
circumstances that other equity exchanges adjust their calculation of
the PBBO, including MEMX, Nasdaq, and BZX.
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\15\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \16\ and Rule 19b-4(f)(6) thereunder.\17\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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\16\ 15 U.S.C. 78s(b)(3)(A)(iii).
\17\ 17 CFR 240.19b-4(f)(6).
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At any time within 60 days of the filing of such 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
[[Page 20228]]
Commission takes such action, the Commission shall institute
proceedings under Section 19(b)(2)(B) \18\ of the Act to determine
whether the proposed rule change should be approved or disapproved.
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\18\ 15 U.S.C. 78s(b)(2)(B).
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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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSEAMER-2021-17 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-NYSEAMER-2021-17. 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 (https://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-NYSEAMER-2021-17, and should be
submitted on or before May 7, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-07786 Filed 4-15-21; 8:45 am]
BILLING CODE 8011-01-P
