Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE Arca Equities Fees and Charges With Respect to a Regulatory Fee Related to the Central Registration Depository, 1451-1453 [2022-00262]
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khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices
Regulated Entity in the Follow-On
Investment, together with the amount
proposed to be invested by the
participating Affiliated Funds in the
same transaction, exceeds the amount of
the opportunity; then the amount
invested by each such party will be
allocated among them pro rata based on
each party’s capital available for
investment in the asset class being
allocated, up to the amount proposed to
be invested by each.
(d) The acquisition of Follow-On
Investments as permitted by this
condition will be considered a CoInvestment Transaction for all purposes
and subject to the other conditions set
forth in the application.
9. The Independent Trustees of each
Regulated Entity will be provided
quarterly for review all information
concerning Potential Co-Investment
Transactions that fell within the
Regulated Entity’s then-current
Objectives and Strategies and BoardEstablished Criteria, including
investments in Potential Co-Investment
Transactions made by other Regulated
Entities and Affiliated Funds, that the
Regulated Entity considered but
declined to participate in, and
concerning Co-Investment Transactions
in which the Regulated Entity
participated, so that the Independent
Trustees may determine whether all
Potential Co-Investment Transactions
and Co-Investment Transactions during
the preceding quarter, including those
Potential Co-Investment Transactions
which the Regulated Entity considered
but declined to participate in, comply
with the conditions of the Order. In
addition, the Independent Trustees will
consider at least annually (a) the
continued appropriateness for the
Regulated Entity of participating in new
and existing Co-Investment
Transactions and (b) the continued
appropriateness of any BoardEstablished Criteria.
10. Each Regulated Entity will
maintain the records required by section
57(f)(3) of the Act as if each of the
Regulated Entities were a BDC and each
of the investments permitted under
these conditions were approved by the
Required Majority under section 57(f).
11. No Independent Trustee of a
Regulated Entity will also be a director,
general partner, managing member or
principal, or otherwise be an ‘‘affiliated
person’’ (as defined in the Act), of any
Affiliated Fund.
12. The expenses, if any, associated
with acquiring, holding or disposing of
any securities acquired in a CoInvestment Transaction (including,
without limitation, the expenses of the
distribution of any such securities
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20:03 Jan 10, 2022
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registered for sale under the Securities
Act) will, to the extent not payable by
the Advisers under their respective
investment advisory agreements with
the Regulated Entities and the Affiliated
Funds, be shared by the Affiliated
Funds and the Regulated Entities in
proportion to the relative amounts of the
securities held or to be acquired or
disposed of, as the case may be.
13. Any transaction fee 13 (including
break-up or commitment fees but
excluding brokerage or underwriting
compensation permitted by section
17(e) or 57(k) of the Act, as applicable)
received in connection with a CoInvestment Transaction will be
distributed to the participating
Regulated Entities and Affiliated Funds
on a pro rata basis based on the amounts
they invested or committed, as the case
may be, in such Co-Investment
Transaction. If any transaction fee is to
be held by an Adviser pending
consummation of the transaction, the
fee will be deposited into an account
maintained by the Adviser at a bank or
banks having the qualifications
prescribed in section 26(a)(1) of the Act,
and the account will earn a competitive
rate of interest that will also be divided
pro rata among the participating
Regulated Entities and Affiliated Funds
based on the amounts they invest in
such Co-Investment Transaction. None
of the Advisers, the Affiliated Funds,
the other Regulated Entities or any
affiliated person of the Regulated
Entities or Affiliated Funds will receive
additional compensation or
remuneration of any kind as a result of
or in connection with a Co-Investment
Transaction (other than (a) in the case
of the Regulated Entities and Affiliated
Funds, the pro rata transaction fees
described above and fees or other
compensation described in condition
2(c)(iii)(C), (b) brokerage or
underwriting compensation permitted
by section 17(e) or 57(k) of the Act or
(c) in the case of an Adviser, investment
advisory fees paid in accordance with
the investment advisory agreement
between the Adviser and the Regulated
Entity or Affiliated Fund).
14. If the Holders own in the aggregate
more than 25 percent of the Shares of
a Regulated Entity, then the Holders
will vote such Shares in the same
percentages as the Regulated Entity’s
other shareholders (not including the
Holders) when voting on (1) the election
of directors; (2) the removal of one or
more directors; or (3) all other matters
13 Applicants are not requesting and the staff of
the Commission is not providing any relief for
transaction fees received in connection with any
Co-Investment Transaction.
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1451
under either the Act or applicable State
law affecting the Board’s composition,
size or manner of election.
15. Each Regulated Entity’s chief
compliance officer, as defined in rule
38a–1(a)(4), will prepare an annual
report for its Board each year that
evaluates (and documents the basis of
that evaluation) the Regulated Entity’s
compliance with the terms and
conditions of the application and the
procedures established to achieve such
compliance.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–00244 Filed 1–10–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93900; File No. SR–
NYSEARCA–2021–104]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the NYSE Arca
Equities Fees and Charges With
Respect to a Regulatory Fee Related to
the Central Registration Depository
January 5, 2022.
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 December
22, 2021, NYSE Arca, Inc. (‘‘NYSE
Arca’’ 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
NYSE Arca Equities Fees and Charges
(the ‘‘Fee Schedule’’) with respect to a
regulatory fee related to the Central
Registration Depository (‘‘CRD system’’),
which is collected by the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’). The Exchange proposes to
implement the fee change on January 2,
2022. The proposed rule change is
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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1452
Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices
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.
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
khammond on DSKJM1Z7X2PROD with NOTICES
1. Purpose
The Exchange proposes to amend the
Fee Schedule with respect to a
regulatory fee collected by FINRA for
use of the CRD system.4 The Exchange
proposes to implement the fee change
on January 2, 2022.
FINRA collects and retains certain
regulatory fees via the CRD system for
the registration of associated persons of
ETP Holders that are not FINRA
members (‘‘Non-FINRA ETP Holders’’).5
The CRD system fees are user-based,
and there is no distinction in the cost
incurred by FINRA if the user is a
FINRA member or a Non-FINRA ETP
Holder.
FINRA recently amended one of the
fees assessed for use of the CRD
system.6 Accordingly, the Exchange
proposes to amend the Fee Schedule to
mirror the fee assessed by FINRA,
which will be implemented
concurrently with the amended FINRA
4 The CRD system is the central licensing and
registration system for the U.S. securities industry.
The CRD system enables individuals and firms
seeking registration with multiple states and selfregulatory organizations to do so by submitting a
single form, fingerprint card, and a combined
payment of fees to FINRA. Through the CRD
system, FINRA maintains the qualification,
employment, and disciplinary histories of
registered associated persons of broker-dealers.
5 The Exchange originally adopted fees for use of
the CRD system in 2005 and amended those fees in
2013. See Securities Exchange Act Release Nos.
51641 (May 2, 2005), 70 FR 24155 (May 6, 2005)
(SR–PCX–2005–49); 68588 (January 4, 2013), 78 FR
2473 (January 11, 2013) (SR–NYSEArca–2012–143).
While the Exchange lists these fees in its Fee
Schedule, it does not collect or retain these fees.
6 See Securities Exchange Act Release No. 90176
(October 14, 2020), 85 FR 66592 (October 20, 2020)
(SR–FINRA–2020–032).
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20:03 Jan 10, 2022
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fee on January 2, 2022.7 Specifically, the
Exchange proposes to amend the Fee
Schedule to modify the fee charged to
Non-FINRA ETP Holders for each initial
Form U4 filed for the registration of a
representative or principal from $100 to
$125.8
The Exchange notes that the proposed
change is not otherwise intended to
address any other issues surrounding
regulatory fees, and the Exchange is not
aware of any problems that ETP Holders
would have in complying with the
proposed change.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,9 in general, and
furthers the objectives of Sections
6(b)(4) and 6(b)(5),10 in particular,
because it provides for the equitable
allocation of reasonable dues, fees, and
other charges among its members,
issuers, and other persons using its
facilities and does not unfairly
discriminate between customers,
issuers, brokers, or dealers.
The Exchange believes that the
proposed fee change is reasonable
because the fee will be identical to that
adopted by FINRA as of January 2, 2022
for use of the CRD system to submit a
Form U4. The costs of operating and
improving the CRD system are similarly
borne by FINRA when a Non-FINRA
ETP Holder uses the CRD system;
accordingly, the fees collected for such
use should, as proposed by the
Exchange, mirror the fees assessed to
FINRA members. In addition, as FINRA
noted in amending its fees, it believes
that its proposed pricing structure is
reasonable and correlates fees with the
components that drive its regulatory
costs to the extent feasible.
The Exchange also believes that the
proposed fee change provides for the
equitable allocation of reasonable fees
and other charges, and does not unfairly
discriminate between customers,
7 The Exchange notes that it has only adopted the
CRD system fees charged by FINRA to Non-FINRA
ETP Holders when such fees are applicable. In this
regard, certain FINRA CRD system fees and
requirements are specific to FINRA members, but
do not apply to NYSE Arca-only ETP Holders. NonFINRA ETP Holders have been charged CRD system
fees since 2005. See note 5, supra. ETP Holders that
are also FINRA members are charged CRD system
fees according to Section 4 of Schedule A to the
FINRA By-Laws.
8 See Section 4(b)(1) of Schedule A to the FINRA
By-Laws effective on January 2, 2022. This fee is
assessed when a Non-FINRA ETP Holder submits
an initial Uniform Application for Securities
Industry Regulation or Transfer (known as a ‘‘Form
U4’’) filed by a member in the CRD system to
register an individual.
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(4) & (5).
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issuers, brokers, and dealers. The fee
applies equally to all individuals and
firms required to report information to
the CRD system, and the proposed
change will result in the same
regulatory fee being charged to all ETP
Holders required to report information
to the CRD system and for services
performed by FINRA regardless of
whether such ETP Holders are FINRA
members. Accordingly, the Exchange
believes that the fee collected for such
use should increase in lockstep with the
fee adopted by FINRA as of January 2,
2022, as is proposed by the Exchange.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. Specifically,
the Exchange believes that the proposed
change will reflect the fee that will be
assessed by FINRA for Form U4 filings
as of January 2, 2022 and will thus
result in the same regulatory fees being
charged to all ETP Holders required to
report information to the CRD system
and for services performed by FINRA,
regardless of whether or not such ETP
Holders are FINRA members.
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 foregoing rule change is effective
upon filing pursuant to Section
19(b)(3)(A) 11 of the Act and
subparagraph (f)(2) of Rule 19b–4 12
thereunder, because it establishes a due,
fee, or other charge imposed by the
Exchange.
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
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 13 of the Act to
determine whether the proposed rule
11 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
13 15 U.S.C. 78s(b)(2)(B).
12 17
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Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices
change 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–
NYSEARCA–2021–104 on the subject
line.
Paper Comments
khammond on DSKJM1Z7X2PROD with NOTICES
• 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–NYSEARCA–2021–104.
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–NYSEARCA–2021–104 and
should be submitted on or before
February 1, 2022.
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20:03 Jan 10, 2022
Jkt 256001
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–00262 Filed 1–10–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93901; File No. SR–
NYSEAMER–2021–48]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Change To Amend the NYSE American
Options Fee Schedule With Respect to
a Regulatory Fee Related to the Central
Registration Depository
January 5, 2022.
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 December
22, 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 the
NYSE American Options Fee Schedule
(the ‘‘Fee Schedule’’) with respect to a
regulatory fee related to the Central
Registration Depository (‘‘CRD system’’),
which is collected by the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’). The Exchange proposes to
implement the fee change on January 2,
2022. The proposed 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.
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,
14 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00062
Fmt 4703
Sfmt 4703
1453
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
1. Purpose
The Exchange proposes to amend the
Fee Schedule with respect to a
regulatory fee collected by FINRA for
use of the CRD system.4 The Exchange
proposes to implement the fee change
on January 2, 2022.
FINRA collects and retains certain
regulatory fees via the CRD system for
the registration of associated persons of
ATP Holders that are not FINRA
members (‘‘Non-FINRA ATP Holders’’).5
The CRD system fees are user-based,
and there is no distinction in the cost
incurred by FINRA if the user is a
FINRA member or a Non-FINRA ATP
Holder.
FINRA recently amended one of the
fees assessed for use of the CRD system,
which will become effective January 2,
2022.6 Accordingly, the Exchange
proposes to amend the Fee Schedule to
mirror the fee assessed by FINRA,
which will be implemented
concurrently with the amended FINRA
fee on January 2, 2022.7 Specifically, the
Exchange proposes to amend the Fee
4 The CRD system is the central licensing and
registration system for the U.S. securities industry.
The CRD system enables individuals and firms
seeking registration with multiple states and selfregulatory organizations to do so by submitting a
single form, fingerprint card, and a combined
payment of fees to FINRA. Through the CRD
system, FINRA maintains the qualification,
employment, and disciplinary histories of
registered associated persons of broker-dealers.
5 The Exchange originally adopted fees for use of
the CRD system in 2003 and amended those fees in
2013. See Securities Exchange Act Release Nos.
48066 (June 19, 2003), 68 FR 38409 (June 27, 2003)
(SR–Amex–2003–49); 68589 (January 4, 2013), 78
FR 2465 (January 11, 2013) (SR–NYSEMKT–2012–
89). While the Exchange lists these fees in its Fee
Schedule, it does not collect or retain these fees.
6 See Securities Exchange Act Release No. 90176
(October 14, 2020), 85 FR 66592 (October 20, 2020)
(SR–FINRA–2020–032).
7 The Exchange notes that it has only adopted the
CRD system fees charged by FINRA to Non-FINRA
ATP Holders when such fees are applicable. In this
regard, certain FINRA CRD system fees and
requirements are specific to FINRA members, but
do not apply to NYSE American-only ATP Holders.
Non-FINRA ATP Holders have been charged CRD
system fees since 2003. See note 5, supra. ATP
Holders that are also FINRA members are charged
CRD system fees according to Section 4 of Schedule
A to the FINRA By-Laws.
E:\FR\FM\11JAN1.SGM
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]]>Agencies
[Federal Register Volume 87, Number 7 (Tuesday, January 11, 2022)]
[Notices]
[Pages 1451-1453]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-00262]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93900; File No. SR-NYSEARCA-2021-104]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE
Arca Equities Fees and Charges With Respect to a Regulatory Fee Related
to the Central Registration Depository
January 5, 2022.
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 December 22, 2021, NYSE Arca, Inc. (``NYSE Arca'' 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the NYSE Arca Equities Fees and
Charges (the ``Fee Schedule'') with respect to a regulatory fee related
to the Central Registration Depository (``CRD system''), which is
collected by the Financial Industry Regulatory Authority, Inc.
(``FINRA''). The Exchange proposes to implement the fee change on
January 2, 2022. The proposed rule change is
[[Page 1452]]
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.
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
1. Purpose
The Exchange proposes to amend the Fee Schedule with respect to a
regulatory fee collected by FINRA for use of the CRD system.\4\ The
Exchange proposes to implement the fee change on January 2, 2022.
---------------------------------------------------------------------------
\4\ The CRD system is the central licensing and registration
system for the U.S. securities industry. The CRD system enables
individuals and firms seeking registration with multiple states and
self-regulatory organizations to do so by submitting a single form,
fingerprint card, and a combined payment of fees to FINRA. Through
the CRD system, FINRA maintains the qualification, employment, and
disciplinary histories of registered associated persons of broker-
dealers.
---------------------------------------------------------------------------
FINRA collects and retains certain regulatory fees via the CRD
system for the registration of associated persons of ETP Holders that
are not FINRA members (``Non-FINRA ETP Holders'').\5\ The CRD system
fees are user-based, and there is no distinction in the cost incurred
by FINRA if the user is a FINRA member or a Non-FINRA ETP Holder.
---------------------------------------------------------------------------
\5\ The Exchange originally adopted fees for use of the CRD
system in 2005 and amended those fees in 2013. See Securities
Exchange Act Release Nos. 51641 (May 2, 2005), 70 FR 24155 (May 6,
2005) (SR-PCX-2005-49); 68588 (January 4, 2013), 78 FR 2473 (January
11, 2013) (SR-NYSEArca-2012-143). While the Exchange lists these
fees in its Fee Schedule, it does not collect or retain these fees.
---------------------------------------------------------------------------
FINRA recently amended one of the fees assessed for use of the CRD
system.\6\ Accordingly, the Exchange proposes to amend the Fee Schedule
to mirror the fee assessed by FINRA, which will be implemented
concurrently with the amended FINRA fee on January 2, 2022.\7\
Specifically, the Exchange proposes to amend the Fee Schedule to modify
the fee charged to Non-FINRA ETP Holders for each initial Form U4 filed
for the registration of a representative or principal from $100 to
$125.\8\
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 90176 (October 14,
2020), 85 FR 66592 (October 20, 2020) (SR-FINRA-2020-032).
\7\ The Exchange notes that it has only adopted the CRD system
fees charged by FINRA to Non-FINRA ETP Holders when such fees are
applicable. In this regard, certain FINRA CRD system fees and
requirements are specific to FINRA members, but do not apply to NYSE
Arca-only ETP Holders. Non-FINRA ETP Holders have been charged CRD
system fees since 2005. See note 5, supra. ETP Holders that are also
FINRA members are charged CRD system fees according to Section 4 of
Schedule A to the FINRA By-Laws.
\8\ See Section 4(b)(1) of Schedule A to the FINRA By-Laws
effective on January 2, 2022. This fee is assessed when a Non-FINRA
ETP Holder submits an initial Uniform Application for Securities
Industry Regulation or Transfer (known as a ``Form U4'') filed by a
member in the CRD system to register an individual.
---------------------------------------------------------------------------
The Exchange notes that the proposed change is not otherwise
intended to address any other issues surrounding regulatory fees, and
the Exchange is not aware of any problems that ETP Holders would have
in complying with the proposed change.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\9\ in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5),\10\ in particular, because
it provides for the equitable allocation of reasonable dues, fees, and
other charges among its members, issuers, and other persons using its
facilities and does not unfairly discriminate between customers,
issuers, brokers, or dealers.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4) & (5).
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The Exchange believes that the proposed fee change is reasonable
because the fee will be identical to that adopted by FINRA as of
January 2, 2022 for use of the CRD system to submit a Form U4. The
costs of operating and improving the CRD system are similarly borne by
FINRA when a Non-FINRA ETP Holder uses the CRD system; accordingly, the
fees collected for such use should, as proposed by the Exchange, mirror
the fees assessed to FINRA members. In addition, as FINRA noted in
amending its fees, it believes that its proposed pricing structure is
reasonable and correlates fees with the components that drive its
regulatory costs to the extent feasible.
The Exchange also believes that the proposed fee change provides
for the equitable allocation of reasonable fees and other charges, and
does not unfairly discriminate between customers, issuers, brokers, and
dealers. The fee applies equally to all individuals and firms required
to report information to the CRD system, and the proposed change will
result in the same regulatory fee being charged to all ETP Holders
required to report information to the CRD system and for services
performed by FINRA regardless of whether such ETP Holders are FINRA
members. Accordingly, the Exchange believes that the fee collected for
such use should increase in lockstep with the fee adopted by FINRA as
of January 2, 2022, as is proposed by the Exchange.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Specifically, the Exchange
believes that the proposed change will reflect the fee that will be
assessed by FINRA for Form U4 filings as of January 2, 2022 and will
thus result in the same regulatory fees being charged to all ETP
Holders required to report information to the CRD system and for
services performed by FINRA, regardless of whether or not such ETP
Holders are FINRA members.
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 foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \11\ of the Act and subparagraph (f)(2) of Rule
19b-4 \12\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(2).
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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 Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \13\ of the Act to determine whether the proposed
rule
[[Page 1453]]
change should be approved or disapproved.
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\13\ 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-NYSEARCA-2021-104 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-NYSEARCA-2021-104. 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-NYSEARCA-2021-104 and should be
submitted on or before February 1, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-00262 Filed 1-10-22; 8:45 am]
BILLING CODE 8011-01-P
