Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate the Per-Transaction Fee for Late and Corrective Reports to the FINRA/Nasdaq TRF and To Increase the Participation Fee, 29823-29826 [2021-11608]
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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices
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–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
khammond on DSKJM1Z7X2PROD with NOTICES
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
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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
https://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
16 17
1 15
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4 17
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U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4(f)(2).
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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
5 The 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).
6 FINRA’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.
7 Supplementary 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.
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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
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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
8 See 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).
9 See supra note 8.
10 Late 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.
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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
11 See, 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).
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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices
same fees and access to the FINRA/
Nasdaq TRF is offered on fair and
nondiscriminatory terms.
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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
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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.
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29825
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.
13 See 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).
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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices
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.
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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 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
14 Because 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).
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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 (https://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 (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 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–
PO 00000
Frm 00090
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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.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
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,
17 17
E:\FR\FM\03JNN1.SGM
CFR 200.30–3(a)(12).
03JNN1
]]>Agencies
[Federal Register Volume 86, Number 105 (Thursday, June 3, 2021)]
[Notices]
[Pages 29823-29826]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-11608]
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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 Per-Transaction 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.
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\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).
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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 per-
transaction 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 https://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.
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\5\ The 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).
\6\ FINRA'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.
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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
[[Page 29824]]
burden of processing error corrections and late submissions.
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\7\ Supplementary 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.
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Historically, particularly when trade reporting was more manual in
nature and trade volume was lower, a per-transaction 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\
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\8\ See 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).
\9\ See supra note 8.
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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.
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\10\ Late 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.
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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
per-transaction 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.
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\11\ See, 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.
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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 non-Retail Participants are subject
to the
[[Page 29825]]
same fees and access to the FINRA/Nasdaq TRF is offered on fair and
nondiscriminatory terms.
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\12\ 15 U.S.C. 78o-3(b)(5).
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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\
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\13\ See 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).
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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.
[[Page 29826]]
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.
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\14\ Because 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.
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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.
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\15\ 15 U.S.C. 78s(b)(3)(A)(ii).
\16\ 17 CFR 240.19b-4(f)(2).
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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-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 (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 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\
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\17\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-11608 Filed 6-2-21; 8:45 am]
BILLING CODE 8011-01-P
