[Federal Register Volume 86, Number 55 (Wednesday, March 24, 2021)]
[Notices]
[Pages 15734-15738]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-06000]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91359; File No. SR-NYSE-2020-96]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change To Amend Its Rules Establishing Maximum Fee Rates 
To Be Charged by Member Organizations for Forwarding Proxy and Other 
Materials to Beneficial Owners

March 18, 2021.

I. Introduction

    On December 2, 2020, New York Stock Exchange LLC (``NYSE'' or

[[Page 15735]]

``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to delete the maximum fee rates 
for forwarding proxy and other materials to beneficial owners set forth 
in NYSE Rules 451 and 465 and Section 402.10 of the NYSE Listed Company 
Manual (``Manual''), and establish in their place a requirement for 
member organizations to comply with any schedule of approved charges 
set forth in the rules of any other national securities exchange or 
association of which such member organization is a member. The proposed 
rule change was published for comment in the Federal Register on 
December 21, 2020.\3\ On February 1, 2021, pursuant to Section 19(b)(2) 
of the Act,\4\ the Commission designated a longer period within which 
to either approve the proposed rule change, disapprove the proposed 
rule change, or institute proceedings to determine whether to 
disapprove the proposed rule change.\5\ This order institutes 
proceedings under Section 19(b)(2)(B) of the Act \6\ to determine 
whether to approve or disapprove the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 90677 (December 15, 
2020), 85 FR 83119 (``Notice''). Comments received on the proposed 
rule change are available at: https://www.sec.gov/comments/sr-nyse-2020-96/srnyse202096.htm.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 91025, 86 FR 8246 
(February 4, 2021). The Commission designated March 21, 2021, as the 
date by which it should approve, disapprove, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposal

    NYSE Rules 451 and 465, and the related provisions in Section 
402.10 of the Manual, require NYSE member organizations that hold 
securities for beneficial owners in street name to solicit proxies 
from, and deliver proxy and issuer communication materials to, 
beneficial owners on behalf of issuers.\7\ For this service, issuers 
reimburse NYSE member organizations for out-of-pocket, reasonable 
clerical, postage and other expenses incurred for a particular 
distribution.\8\ This reimbursement structure stems from SEC Rules 14b-
1 and 14b-2 under the Act,\9\ which impose obligations on companies and 
nominees to ensure that beneficial owners receive proxy materials. 
These rules require companies to send their proxy materials to broker-
dealers or banks, as nominees that hold securities in street name, for 
forwarding to beneficial owners, and to pay nominees for reasonable 
expenses, both direct and indirect, incurred in providing proxy 
information to beneficial owners.\10\ The Commission's rules do not 
specify the fees that nominees can charge issuers for proxy 
distribution; rather, they state that issuers must reimburse the 
nominees for ``reasonable expenses'' incurred.\11\
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    \7\ See NYSE Rules 451 and 465, and Section 402.10 of the 
Manual; Notice, supra note 3, 85 FR at 83119. The ownership of 
shares in street name means that a shareholder, or ``beneficial 
owner,'' has purchased shares through a broker-dealer or bank, also 
known as a ``nominee.'' See Securities Exchange Act Release No. 
70720 (October 18, 2013), 78 FR 63530, 63531 n.14 (October 24, 2013) 
(SR-NYSE-2013-07) (Order Granting Approval to Proposed Rule Change 
Amending NYSE Rules 451 and 465, and the Related Provisions of 
Section 402.10 of the NYSE Listed Company Manual) (``2013 Approval 
Order''). In contrast to direct ownership, where shares are directly 
registered in the name of the shareholder, shares held in street 
name are registered in the name of the nominee, or in the nominee 
name of a depository, such as the Depository Trust Company. Id.
    \8\ See NYSE Rules 451 and 465, and Section 402.10 of the 
Manual; 2013 Approval Order, supra note 7, 78 FR at 63531.
    \9\ 17 CFR 240.14b-1; 17 CFR 240.14b-2.
    \10\ See 17 CFR 240.14b-1 and 14b-2; see also 2013 Approval 
Order, supra note 7, 78 FR at 63531.
    \11\ See 17 CFR 240.14b-1 and 14b-2; see also 2013 Approval 
Order, supra note 7, 78 FR at 63531.
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    Currently, the Supplementary Material to NYSE Rule 451, which is 
cross-referenced by the Supplementary Material to Rule 465 and Section 
402.10 of the Manual, establish the maximum rates at which an NYSE 
member organization may be reimbursed for expenses incurred in 
connection with distributing proxy and other issuer communication 
materials to beneficial holders. FINRA Rule 2251 also sets forth a 
schedule of maximum rates that is substantively identical to the rate 
schedule specified in NYSE Rule 451.\12\ The rules of other self-
regulatory organizations (``SROs'') generally provide that member 
organizations must forward proxy and other issuer communication 
materials if they receive ``reasonable'' reimbursement, but they do not 
specify any schedule of maximum permitted charges.\13\
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    \12\ See Notice, supra note 3, 85 FR at 83120. The Exchange 
states that FINRA Rule 2251 differs from NYSE Rule 451 in one 
respect. See id., 85 FR at 83119, n.8. Specifically, FINRA has not 
adopted the Notice and Access fees for investment company 
shareholder report distributions set forth in Section 5 (Notice and 
Access Fees) of Supplementary Material .90 to NYSE Rule 451 as part 
of FINRA Rule 2251. Id.
    \13\ See Notice, supra note 3, 85 FR at 83119. But see NYSE 
American LLC Rule 576.80 (setting forth a schedule of approved 
charges by member organizations in connection with proxy 
solicitations).
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    The Exchange proposes to amend Supplementary Materials .90-.96 to 
NYSE Rule 451 by deleting the provisions setting maximum reimbursement 
rates and replacing them with rule text stating that member 
organizations must comply with any schedule of approved charges set 
forth in the rules of any other national securities exchange or 
association of which such member organization is a member.\14\ The 
Exchange also proposes to delete the cross-references to NYSE Rule 
451.90-96 in Supplementary Material .20 to NYSE Rule 465 and replace it 
with rule text that is identical to the proposed new language in 
Supplementary Material .90 to NYSE Rule 451.\15\ The Exchange states 
that the proposed rule change is not intended to take a position on the 
appropriateness of the fee schedules for proxy and other distributions 
currently set forth in NYSE Rules 451 and 465 or in the rules of any 
other SRO.\16\
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    \14\ See proposed Supplementary Material .90 to NYSE Rule 451. 
The Exchange also proposes to delete Section 402.10 of the Manual, 
which replicates the fee schedule set forth in Supplementary 
Material .90-.96 to NYSE Rule 451.
    \15\ See proposed Supplementary Material .20 to NYSE Rule 465.
    \16\ See Notice, supra note 3, 85 FR at 83120. As noted above, 
FINRA and NYSE American LLC presently are the only SROs besides NYSE 
with rules that set forth a fee schedule.
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    According to the Exchange, since all NYSE member organizations that 
are subject to the fee schedule set forth in NYSE Rule 451 (and cross 
referenced by NYSE Rule 465) are also FINRA member firms, the proposal 
would effectively require member organizations to comply with the fee 
schedule set forth in FINRA Rule 2251.\17\ The Exchange acknowledges 
that it has historically taken the lead in establishing the maximum 
proxy distribution reimbursement rates, but states that it no longer 
believes the Exchange is best positioned to retain this role going 
forward.\18\ The Exchange states that all of the brokers who hold 
shares on behalf of customers in street name are FINRA members, while 
only a subset of them are members of the NYSE.\19\ The Exchange also 
notes that a large and increasing number of the affected issuers are 
listed on Nasdaq, CBOE or other non-NYSE Group exchanges or are traded 
solely over the counter.\20\ The Exchange further states that the 
development of the mutual fund industry has led to the existence of a

[[Page 15736]]

huge number of issuers who are not listed on any exchange.\21\
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    \17\ See id.
    \18\ See id., 85 FR at 83119.
    \19\ See id., 85 FR at 83120.
    \20\ See id., 85 FR at 83120.
    \21\ See id., 85 FR at 8319-20.
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III. Summary of Comment Letters Received

    Several commenters support the proposal.\22\ One commenter believes 
the Commission should approve the proposed rule change ``[g]iven the 
technical nature of the change and NYSE's lack of interest in 
reforming, or even examining, the current fee system.'' \23\ This 
commenter, however, believes it is imperative for the Commission to 
take this opportunity to reform the current system relating to 
processing fees for shareholder materials, including by facilitating 
competition in the distribution of shareholder materials through 
greater issuer participation in the selection process or, barring that, 
by reforming the processing fee schedule.\24\ A number of commenters 
from the fund industry agree with the views expressed by this 
commenter.\25\
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    \22\ See letters from Dorothy M. Donohue, Deputy General 
Counsel, Securities Regulation, and Joanne Kane, Senior Director, 
Operations and Transfer Agency, Investment Company Institute, dated 
January 8, 2021, at 2 (``ICI Letter''); Timothy W. McHale, Senior 
Vice President & Senior Counsel, Capital Research and Management 
Company, and Anthony M. Seiffert, Chief Compliance Officer, American 
Funds Service Company, Capital Group, dated January 11, 2021; 
Catherine L. Newell, General Counsel and Executive Vice President, 
Dimensional Fund Advisors LP, dated January 11, 2021; Peter J. 
Germain, Chief Legal Officer, Federated Hermes, Inc., dated January 
11, 2021; Basil K. Fox, Jr., President, Franklin Templeton Investor 
Services, LLC, dated January 11, 2021; Heidi Hardin, Executive Vice 
President and General Counsel, MFS Investment Management, dated 
January 11, 2021; Thomas E. Faust Jr., Chairman and Chief Executive 
Officer, Eaton Vance Corp., dated January 14, 2021; and Noah Hamman, 
Chief Executive Officer, AdvisorShares Investments, LLC, dated 
January 14, 2021.
    \23\ See ICI Letter at 2.
    \24\ Id. at 2-4. This commenter also urged the Commission to 
emphasize that the existing fee schedules represent the maximum 
rates for ``reasonable'' processing fees, rather than an obligation 
to pay those exact fees. Several commenters from the fund industry 
agreed with the views expressed in the ICI Letter.
    \25\ See supra note 22.
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    Several other commenters oppose the proposal. One commenter 
expressed the view that ``the most appropriate approach is to retain 
NYSE in the role and accelerate discussions about fundamental reform of 
the proxy communication process, abolishing the need for reimbursement 
fees and facilitating issuer-directed communications.'' \26\ This 
commenter explained that ``NYSE has played a longstanding, central role 
in the industry dialogue on proxy reform and the fee-setting process, 
given its representation of both issuers and brokers,'' and so the 
commenter ``continue[s] to believe that its leadership will be critical 
to any transition to new arrangements for proxy communications and 
associated fees.'' \27\ Another commenter stated that ``[i]nstead of 
approving a rule proposal that transfers regulatory oversight of proxy 
fees from one Self-Regulatory Organization to another,'' the Commission 
should reform the proxy processing system by ``replacing the current 
regulatory framework with one in which market forces determine fees for 
proxy distribution and other services.'' \28\ This commenter added 
that, ``[u]nlike the stock exchanges, FINRA has no regulatory 
relationship with public companies, or other issuers of securities, and 
certainly cannot represent their interests or provide a mechanism for a 
balanced oversight process.'' \29\ Similarly, a third commenter 
endorsed the ``market-driven solution'' advocated by other commenters, 
and ``does not support the proposal to transfer responsibility for the 
maximum fee-setting process to FINRA, whose membership represents the 
broker side of the industry but not the issuer side.'' \30\
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    \26\ See letter from Paul Conn, President, Global Capital 
Markets, Computershare, dated January 11, 2021, at 4.
    \27\ See id.
    \28\ See letter from Niels Holch, Executive Director, 
Shareholder Communications Coalition, dated January 20, 2021, at 4.
    \29\ See id. at 5.
    \30\ See letter from Todd J. May, President, Securities Transfer 
Association, Inc., dated March 1, 2021, at 2.
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    Finally, FINRA opposes the proposal on the grounds that it ``is 
premature and incorrectly predicated on FINRA assuming primary 
responsibility for a regulatory regime that it has never led, and which 
FINRA is not best equipped to lead.'' \31\ FINRA notes that 
``historically the NYSE has taken the lead on proxy distribution fee 
schedules,'' and that FINRA has ``amend[ed] its proxy distribution rule 
fee schedule to conform with [NYSE's] in the interest of ensuring 
regulatory clarity and harmonization.'' \32\ FINRA adds that ``[i]n 
light of the NYSE's historical experience with these rules derived in 
part from its listing relationship with many issuers, which FINRA 
lacks,'' FINRA would ``give strong consideration to rescinding its fee 
schedule'' if the Commission were to approve NYSE's proposal.\33\ FINRA 
suggests that, ``prior to approving or disapproving the NYSE proposal, 
the Commission organize a public dialogue on the appropriate regulation 
of reimbursement of broker-dealer expenses for forwarding issuer 
documents.'' \34\
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    \31\ See letter from Marcia Asquith, Executive Vice President, 
Board & External Relations, FINRA, dated January 11, 2021, at 6.
    \32\ See id. at 4.
    \33\ See id. at 5-6.
    \34\ See id. at 6. FINRA also formally petitions the Commission 
to consider amending Rule 14b-1 to prescribe the fees charged for 
these expenses if the Commission determines that prescription of 
specific broker-dealer reimbursement fees is appropriate. See id.
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IV. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2020-96 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act to determine whether the proposal should be 
approved or disapproved.\35\ Institution of such proceedings is 
appropriate at this time in view of the legal and policy issues raised 
by the proposed rule change, as discussed below. Institution of 
disapproval proceedings does not indicate that the Commission has 
reached any conclusions with respect to any of the issues involved.
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    \35\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Act, the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis and input concerning the proposed rule change's consistency 
with the Act and, in particular, with Section 6(b)(5) of the Act,\36\ 
which requires, among other things, that the rules of a national 
securities exchange be designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
to remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general, to protect 
investors and the public interest; and are not designed to permit 
unfair discrimination between customers, issuers, brokers, or 
dealers.\37\
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    \36\ 15 U.S.C. 78f(b)(5).
    \37\ Id.
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    As acknowledged by both the Exchange and commenters, the NYSE 
historically has taken the lead in establishing and updating the 
maximum rates of reimbursement for ``reasonable expenses'' that broker-
dealers may seek from issuers in connection with the distribution of 
proxy and other materials to beneficial owners.\38\ The

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NYSE has periodically engaged in a formal process to review and update 
these maximum reimbursement rates, with the goal of ensuring that they 
are related to the reasonable proxy expenses of member firms,\39\ and 
accordingly has gained considerable expertise in this area.\40\ 
Further, because NYSE is a primary listing market, it has relationships 
with issuers as well as broker-dealers, and thus is well-positioned to 
take into account the views of both major stakeholder groups.\41\
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    \38\ Since 1937, NYSE has required issuers, as a matter of 
policy, to reimburse its members for out of pocket costs for 
forwarding materials. See Concept Release on the U.S. Proxy System, 
Securities Exchange Act Release No. 62495 (July 14, 2010), 75 FR 
42982, 42995 (July 22, 2010) (``Proxy Concept Release''). NYSE's 
reimbursement rates were formally established by rule in 1952, and 
have been revised periodically since then. See id.
    \39\ Today's maximum rates set forth in NYSE Rules 451 and 465 
are the product of several multi-year efforts lead by NYSE. The 
current fee structure was first established by NYSE as part of a 
pilot program in 1997 that was permanently approved by the 
Commission in 2002 and this basic fee structure, with some updates, 
remains in place today on the NYSE. The most recent NYSE review of 
the fees involved the establishment of NYSE's Proxy Fee Advisory 
Committee (``PFAC'') in 2010, which provided a report and 
recommendations to NYSE. NYSE proposed to adopt the PFAC fee 
recommendations and the Commission approved these changes in 2013. 
See 2013 Approval Order, supra note 7.
    \40\ See 2013 Approval Order, supra note 7. The rules of 
national securities exchanges and FINRA follow the NYSE fee schedule 
as reasonable rates of reimbursement for distribution of proxy and 
other material to beneficial owners. See Securities Exchange Act 
Release No. 71272 (January 9, 2014), 79 FR 2741 (January 15, 2014) 
(SR-FINRA-2013-056) (Notice of Filing and Immediate Effectiveness of 
a Proposed Rule Change to Amend FINRA Rule 2251).
    \41\ See Proxy Concept Release, supra note 38, 75 FR at 42995.
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    NYSE is proposing to remove the provisions setting maximum 
reimbursement rates from its rules, and replace them with a requirement 
that an NYSE member firm comply with any schedule of approved charges 
set forth in the rules of any other SRO of which it is a member. This 
effectively would make the maximum reimbursement rates set forth in 
FINRA rules the industry reference, and establish FINRA as the lead SRO 
in this area.
    In its proposal, NYSE expresses the view that FINRA is in a better 
position to take the lead in setting maximum reimbursement rates for 
the distribution of proxy and other issuer materials to beneficial 
owners because (1) all broker-dealers that hold shares in street name 
for customers are FINRA members, while only a subset of them are NYSE 
members, and (2) a large number of affected issuers are not listed on 
the NYSE. Unlike NYSE, however, FINRA does not have a relationship with 
issuers, who ultimately pay the reimbursement rates set forth in these 
rules. NYSE does not explain why, in the absence of a relationship with 
this important constituency, FINRA is in a better position than NYSE to 
assume the leadership role in this area. Further, NYSE has not 
explained the significance of the fact that only a subset of impacted 
broker-dealers are NYSE members, given that NYSE would appear well-
positioned to consider the views of this constituency, or why the fact 
that all such broker-dealers are FINRA members puts FINRA in a 
materially better position to assume the leadership role in this area. 
Similarly, NYSE has not explained the significance of the fact that 
only a subset of impacted issuers are listed on NYSE, given that NYSE 
would appear well-positioned to consider the views of this constituency 
and, as discussed above, FINRA would not. As a result, the Commission 
believes there are questions as to whether NYSE's proposal is 
consistent with Section 6(b)(5) of the Act and, in particular, its 
requirements that the rules of the Exchange be designed to promote just 
and equitable principles of trade and, in general, to protect investors 
and the public interest, and not be designed to permit unfair 
discrimination between customers, issuers, brokers, or dealers.
    The Commission notes that, under the Commission's Rules of 
Practice, the ``burden to demonstrate that a proposed rule change is 
consistent with the Exchange Act and the rules and regulations issued 
thereunder . . . is on the self-regulatory organization [`SRO'] that 
proposed the rule change.'' \42\ The description of a proposed rule 
change, its purpose and operation, its effect, and a legal analysis of 
its consistency with applicable requirements must all be sufficiently 
detailed and specific to support an affirmative Commission finding,\43\ 
and any failure of an SRO to provide this information may result in the 
Commission not having a sufficient basis to make an affirmative finding 
that a proposed rule change is consistent with the Act and the 
applicable rules and regulations.\44\
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    \42\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR 
201.700(b)(3).
    \43\ See id.
    \44\ See id.
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    For these reasons, the Commission believes it is appropriate to 
institute proceedings pursuant to Section 19(b)(2)(B) of the Act \45\ 
to determine whether the proposal should be approved or disapproved.
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    \45\ 15 U.S.C. 78s(b)(2)(B).
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V. Commission's Solicitation of Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
view of interested persons concerning whether the proposal is 
consistent with Section 6(b)(5) or any other provision of the Act, or 
the rules and regulations thereunder. Although there do not appear to 
be any issues relevant to approval or disapproval that would be 
facilitated by an oral presentation of views, data, and arguments, the 
Commission will consider, pursuant to Rule 19b-4, any request for an 
opportunity to make an oral presentation.\46\
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    \46\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposal should be approved or 
disapproved by April 14, 2021. Any person who wishes to file a rebuttal 
to any other person's submission must file that rebuttal by April 28, 
2021.
    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2020-96 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-NYSE-2020-96. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the

[[Page 15738]]

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 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-
NYSE-2020-96 and should be submitted on or before April 14, 2021. 
Rebuttal comments should be submitted by April 28, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\47\
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    \47\ 17 CFR 200.30-3(a)(57).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2021-06000 Filed 3-23-21; 8:45 am]
BILLING CODE 8011-01-P