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11. Each Fund will allocate all requirements are met. Applicants state degree than open-end management expenses incurred by it among the that the creation of multiple classes of investment companies’ multiple class various classes of Shares based on the shares of the Funds may violate Section structures that are permitted by Rule respective net assets of the Fund 18(a)(2), which is made applicable to 18f-3 under the Act. attributable to each such class, except BDCs through Section 61(a) of the Act, Applicants’ Condition: that the net asset value and expenses of because the Funds may not meet such each class will reflect the expenses requirements with respect to a class of Applicants agree that any order associated with the Distribution Plan of shares that may be a senior security. granting the requested relief will be that class (if any), shareholder servicing 2. Section 18(c) of the Act provides, subject to the following condition: fees attributable to a particular class in relevant part, that a closed-end 1. Each Fund will comply with the (including transfer agency fees, if any) investment company may not issue or provisions of Rules 6c-10 (except to the and any other incremental expenses of sell any senior security if, immediately extent a Fund will comply with FINRA that class. Expenses of the Fund thereafter, the company has outstanding Rule 2310 rather than FINRA Rule allocated to a particular class of the more than one class of senior security. 2341), 12b–1, 17d–3, 18f-3, 22d–1, and, Applicants state that the creation of Fund’s Shares will be borne on a pro where applicable, 11a–3 under the 1940 multiple classes of Shares of the Funds rata basis by each outstanding Share of Act, as amended from time to time, or that class. Applicants state that each may be prohibited by Section 18(c), any successor rules thereto, as if those Fund will comply with the provisions of which is made applicable to BDCs rules applied to BDCs. In addition, each Rule 18f-3 under the Act as if it were an through Section 61(a) of the Act, as a open-end management investment class may have priority over another Fund will comply with FINRA Rule company. class as to payment of dividends 2310, as amended from time to time, or 12. Any Fund that imposes a CDSC because shareholders of different classes any successor rule thereto, and will will comply with the provisions of Rule would pay different fees and expenses. make available to any distributor of a 6c–10 (except to the extent a Fund will 3. Section 18(i) of the Act provides Fund’s shares all of the information comply with FINRA Rule 2310 rather that each share of stock issued by a necessary to permit the distributor to than FINRA Rule 2341, as such rule may registered management investment prepare client account statements in be amended (‘‘FINRA Rule 2341’’)), as if company will be a voting stock and compliance with FINRA Rule 2231. that rule applied to BDCs. With respect have equal voting rights with every For the Commission, by the Division of to any waiver of, scheduled variation in, other outstanding voting stock. Investment Management, under delegated or elimination of the CDSC, a Fund will Applicants state that multiple classes of authority. comply with the requirements of Rule shares of the Funds may violate Section J. Matthew DeLesDernier, 22d–1 under the Act as if the Fund were 18(i) of the Act, which is made an open-end management investment applicable to BDCs through Section Assistant Secretary. company. Each Fund also will disclose 61(a) of the Act, because each class [FR Doc. 2020–20562 Filed 9–17–20; 8:45 am] CDSCs in accordance with the would be entitled to exclusive voting BILLING CODE 8011–01–P requirements of Form N–1A concerning rights with respect to matters solely CDSCs as if the Fund were an open-end related to that class. management investment company. 4. Section 6(c) of the Act provides that SECURITIES AND EXCHANGE 13. Funds may impose a Repurchase the Commission may exempt any COMMISSION Fee at a rate no greater than 2% of the person, security or transaction or any shareholder’s repurchase proceeds if the class or classes of persons, securities or [Release No. 34–89860; File No. SR–BX– interval between the date of purchase of transactions from any provision of the 2020–025] the Shares and the valuation date with Act, or from any rule or regulation respect to the repurchase of such Shares under the Act, if and to the extent such Self-Regulatory Organizations; Nasdaq is less than a specified period. Any exemption is necessary or appropriate BX, Inc.; Notice of Filing and Repurchase Fee will apply equally to all in the public interest and consistent Immediate Effectiveness of Proposed shareholders of the applicable Fund, with the protection of investors and the Rule Change To Amend the regardless of class, consistent with purposes fairly intended by the policy Exchange’s Transaction Fees, at Section 18 of the Act and Rule 18f–3 and provisions of the Act. Applicants Equity 7, Section 118(a) under the Act. To the extent a Fund request an exemption under Section 6(c) determines to waive, impose scheduled from Sections 18(a)(2), 18(c) and 18(i) September 14, 2020. (which are made applicable to BDCs by variations of, or eliminate any Pursuant to Section 19(b)(1) of the Repurchase Fees, it will do so Section 61(a) of the Act) to permit the Funds to issue multiple classes of Securities Exchange Act of 1934 consistently with the requirements of (‘‘Act’’),1 and Rule 19b–4 thereunder,2 Rule 22d–1 under the Act as if the Shares. notice is hereby given that on Repurchase Fee were a CDSC and as if 5. Applicants submit that the September 1, 2020, Nasdaq BX, Inc. the Fund were an open-end investment proposed allocation of expenses relating (‘‘BX’’ or ‘‘Exchange’’) filed with the company and the Fund’s waiver of, to distribution and voting rights among scheduled variation in, or elimination multiple classes is equitable and will Securities and Exchange Commission of, the Repurchase Fee will apply not discriminate against any group or (‘‘SEC’’ or ‘‘Commission’’) the proposed uniformly to all shareholders of the class of shareholders. Applicants submit rule change as described in Items I, II, Fund. that the proposed arrangements would and III, below, which Items have been Applicants’ Legal Analysis: permit a Fund to facilitate the prepared by the Exchange. The distribution of its Shares and provide Commission is publishing this notice to Multiple Classes of Shares investors with a broader choice of fee solicit comments on the proposed rule 1. Section 18(a)(2) of the Act provides options. Applicants assert that the change from interested persons. that a closed-end investment company proposed BDC multiple class structure may not issue or sell a senior security does not raise the concerns underlying 1 15 U.S.C. 78s(b)(1). that is a stock unless certain Section 18 of the Act to any greater 2 17 CFR 240.19b–4.

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I. Self-Regulatory Organization’s well as a discount relative to the explained, ‘[i]n the U.S. national market Statement of the Terms of Substance of $0.0024–$0.0028 per share executed system, buyers and sellers of securities, the Proposed Rule Change range of existing charges for displayed and the broker-dealers that act as their The Exchange proposes to amend the orders that add liquidity above certain order-routing agents, have a wide range Exchange’s transaction fees, at Equity 7, threshold percentages of total of choices of where to route orders for Section 118(a), as described further Consolidated during a month. execution’; [and] ‘no exchange can below. The text of the proposed rule Accordingly, the Exchange believes that afford to take its market share change is available on the Exchange’s the proposed new fee will incentivize percentages for granted’ because ‘no website at https:// members to grow their existing level of exchange possesses a monopoly, listingcenter.nasdaq.com/rulebook/bx/ liquidity adding activity on the regulatory or otherwise, in the execution Exchange, and in particular, to grow of order flow from broker dealers’. . . rules, at the principal office of the 5 Exchange, and at the Commission’s such levels relative to a baseline of such .’’ The Commission and the courts have Public Reference Room. activity. In doing so, the Exchange intends to improve the overall quality repeatedly expressed their preference II. Self-Regulatory Organization’s and attractiveness of the Nasdaq BX for competition over regulatory Statement of the Purpose of, and market. intervention in determining prices, Statutory Basis for, the Proposed Rule products, and services in the securities Change Impact of the Changes markets. In Regulation NMS, while In its filing with the Commission, the Those participants that act as net adopting a series of steps to improve the Exchange included statements adders of liquidity from the Exchange current market model, the Commission concerning the purpose of and basis for will benefit directly from the proposed highlighted the importance of market the proposed rule change and discussed fee. Other participants will also benefit forces in determining prices and SRO any comments it received on the from the new fee insofar as any ensuing revenues and, also, recognized that proposed rule change. The text of these increase in liquidity adding activity will current regulation of the market system statements may be examined at the improve the overall quality of the ‘‘has been remarkably successful in places specified in Item IV below. The market. promoting market competition in its Exchange has prepared summaries, set The Exchange notes that its proposal broader forms that are most important to investors and listed companies.’’ 6 forth in sections A, B, and C below, of is not otherwise targeted at or expected Numerous indicia demonstrate the the most significant aspects of such to be limited in its applicability to a competitive nature of this market. For statements. specific segment(s) of market participants nor will it apply differently example, clear substitutes to the A. Self-Regulatory Organization’s to different types of market participants. Exchange exist in the market for equity Statement of the Purpose of, and security transaction services. The Statutory Basis for, the Proposed Rule 2. Statutory Basis Exchange is only one of several equity Change The Exchange believes that its venues to which market participants proposal is consistent with Section 6(b) may direct their order flow, and it 1. Purpose of the Act,3 in general, and furthers the represents a small percentage of the The Exchange operates on the ‘‘taker- objectives of Sections 6(b)(4) and 6(b)(5) overall market. It is also only one of maker’’ model, whereby it generally of the Act,4 in particular, in that it several taker-maker exchanges. pays credits to members that take provides for the equitable allocation of Competing equity exchanges offer liquidity and charges fees to members reasonable dues, fees and other charges similar tiered pricing structures to that that provide liquidity. Currently, the among members and issuers and other of the Exchange, including schedules of Exchange has a schedule, at Equity 7, persons using any facility, and is not rebates and fees that apply based upon Section 118(a), which consists of several designed to permit unfair members achieving certain volume different credits that it provides for discrimination between customers, thresholds.7 orders in securities priced at $1 or more issuers, brokers, or dealers. The Within this environment, market per share that access liquidity on the proposal is also consistent with Section participants can freely and often do shift Exchange and several different charges 11A of the Act relating to the their order flow among the Exchange that it assesses for orders in such establishment of the national market and competing venues in response to securities that add liquidity on the system for securities. changes in their respective pricing Exchange. schedules.8 Separately, the Exchange The Proposal Is Reasonable Description of the Changes The Exchange’s proposed change to 5 NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. The Exchange proposes to revise its its schedule of charge is reasonable in Cir. 2010) (quoting Securities Exchange Act Release No. 59039 (December 2, 2008), 73 FR 74770, 74782– schedule of charges to add one new fee. several respects. As a threshold matter, 83 (December 9, 2008) (SR–NYSEArca–2006–21)). Specifically, the Exchange proposes to the Exchange is subject to significant 6 Securities Exchange Act Release No. 51808 charge a $0.0022 per share executed fee competitive forces in the market for (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) for displayed orders that add liquidity equity securities transaction services (‘‘Regulation NMS Adopting Release’’). entered by a member that: (i) Adds 7 See CBOE EDGA Fee Schedule, at https:// that constrain its pricing determinations markets.cboe.com/us/equities/membership/fee_ liquidity equal to or exceeding 0.12% of in that market. The fact that this market schedule/edga/; NYSE National Fee Schedule, at total Consolidated Volume during a is competitive has long been recognized https://www.nyse.com/publicdocs/nyse/regulation/ _ _ _ _ month; and (ii) adds at least 35% more by the courts. In NetCoalition v. nyse/NYSE National Schedule of Fees.pdf. liquidity, as a percentage of total 8 The Exchange perceives no regulatory, Securities and Exchange Commission, structural, or cost impediments to market Consolidated Volume during a month, the D.C. Circuit stated as follows: ‘‘[n]o participants shifting order flow away from it. In than it did during August 2020. The one disputes that competition for order particular, the Exchange notes that these examples proposed fee represents a discount flow is ‘fierce.’ . . . As the SEC of shifts in liquidity and market share, along with relative to the standard $0.0030 per many others, have occurred within the context of market participants’ existing duties of Best share executed charge for orders that 3 15 U.S.C. 78f(b). Execution and obligations under the Order provide liquidity to the Exchange, as 4 15 U.S.C. 78f(b)(4) and (5). Protection Rule under Regulation NMS.

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has provided the SEC staff with customers that provide high levels of appropriate, the Exchange believes that multiple examples of instances where business activity and incent other its proposed modifications to its pricing changes by BX and other customers to increase the extent of their schedule of charges will not impose a exchanges have resulted in shifts in business activity. It is also a pricing burden on competition because the exchange market share. Within the model that the Exchange and its Exchange’s execution services are foregoing context, the proposal competitors have long employed with completely voluntary and subject to represents a reasonable attempt by the the assent of the Commission. It is fair extensive competition both from a Exchange to increase its liquidity and because it incentivizes customer activity multitude of other live exchanges and market share relative to its competitors. that increases liquidity, enhances price off-exchange venues. The Exchange The Exchange has designed its discovery, and improves the overall notes that it operates in a highly proposed schedule of charges to provide quality of the equity markets. competitive market in which market increased overall incentives to members The Exchange intends for its proposal participants can readily favor competing to increase their liquidity adding to improve market quality for all venues if they deem fee levels at a activity on the Exchange. An increase in members on the Exchange and by particular venue to be excessive, or liquidity adding activity on the extension attract more liquidity to the rebate opportunities available at other Exchange will, in turn, improve the market, improving market wide quality venues to be more favorable. In such an quality of the Nasdaq BX market and and price discovery. Both net removers environment, the Exchange must increase its attractiveness to existing and net adders of liquidity to the continually adjust its fees to remain and prospective participants. Generally, Exchange stand to benefit directly from competitive with other exchanges and the proposed new charge will be the proposed change. That is, to the with alternative trading systems that comparable to, if not favorable to, those extent that the proposed change have been exempted from compliance that its competitors provide.9 increases liquidity adding activity on with the statutory standards applicable The Exchange notes that those the Exchange, this will improve market to exchanges. Because competitors are participants that are dissatisfied with quality and the attractiveness of the free to modify their own fees in the proposed charge are free to shift Nasdaq BX market, to the benefit of all response, and because market their order flow to competing venues existing and prospective participants. participants may readily adjust their that offer them lower fees. Moreover, any participant that is order routing practices, the Exchange The Proposal Is an Equitable Allocation dissatisfied with the proposed new believes that the degree to which fee of Charges charge is free to shift their order flow to changes in this market may impose any competing venues that provide more burden on competition is extremely The Exchange believes its proposal favorable pricing or less stringent limited. will allocate its proposed new charge qualifying criteria. The proposed new charge is reflective fairly among its market participants. It of this competition because, as a is equitable for the Exchange to charge B. Self-Regulatory Organization’s threshold issue, the Exchange is a a discounted fee to participants whose Statement on Burden on Competition relatively small market so its ability to displayed orders add liquidity to the The Exchange does not believe that burden intermarket competition is Exchange as a means of incentivizing the proposed rule change will impose limited. In this regard, even the largest increased liquidity adding activity on any burden on competition not U.S. equities exchange by volume has the Exchange as well as to tie the charge necessary or appropriate in furtherance less than 17–18% market share, which to the member engaging in a threshold of the purposes of the Act. in most markets could hardly be volume of liquidity adding activity on Intramarket Competition categorized as having enough market the Exchange. An increase in liquidity power to burden competition. Moreover, adding activity on the Exchange will The Exchange does not believe that its as noted above, price competition improve the quality of the Nasdaq BX proposal will place any category of between exchanges is fierce, with market and increase its attractiveness to Exchange participant at a competitive liquidity and market share moving existing and prospective participants. disadvantage. As noted above, all Any participant that is dissatisfied members of the Exchange will benefit freely between exchanges in reaction to with the proposed new charge is free to from any increase in market activity that fee and credit changes. This is in shift their order flow to competing the proposal effectuates. Members may addition to free flow of order flow to venues that provide more favorable grow or modify their businesses so that and among off-exchange venues which pricing or less stringent qualifying they can receive the discounted fee. presently comprises approximately 44% criteria. Moreover, members are free to trade on of industry volume. other venues to the extent they believe The Exchange intends for the The Proposed Charge Is not Unfairly that the fee charged is not attractive. As proposed change to its schedule of fees Discriminatory one can observe by looking at any to increase member incentives to engage The Exchange believes that the market share chart, price competition in the addition of liquidity to the proposal is not unfairly discriminatory. between exchanges is fierce, with Exchange. These changes are As an initial matter, the Exchange liquidity and market share moving procompetitive and reflective of the believes that nothing about its volume- freely between exchanges in reaction to Exchange’s efforts to make it an based tiered pricing model is inherently fee and credit changes. The Exchange attractive and vibrant venue to market unfair; instead, it is a rational pricing notes that the tier structure is consistent participants. model that is well-established and with broker-dealer fee practices as well In sum, if the changes proposed ubiquitous in today’s economy among as the other industries, as described herein is unattractive to market firms in various industries—from co- above. participants, it is likely that the branded credit cards to grocery stores to Exchange will lose market share as a cellular telephone data plans—that use Intermarket Competition result. Accordingly, the Exchange does it to reward the loyalty of their best Addressing whether the proposal not believe that the proposed change could impose a burden on competition will impair the ability of members or 9 See n. 7, supra. on other SROs that is not necessary or competing order execution venues to

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maintain their competitive standing in communications relating to the decided in favor of complainant within the financial markets. proposed rule change between the the two-year period; and (4) the Commission and any person, other than requirements at 49 CFR 1105.7 and C. Self-Regulatory Organization’s those that may be withheld from the 1105.8 (notice of environmental and Statement on Comments on the public in accordance with the historic report), 49 CFR 1105.12 Proposed Rule Change Received From provisions of 5 U.S.C. 552, will be (newspaper publication), and 49 CFR Members, Participants, or Others available for website viewing and 1152.50(d)(1) (notice to governmental No written comments were either printing in the Commission’s Public agencies) have been met. solicited or received. Reference Room, 100 F Street NE, Any employee of NSR adversely III. Date of Effectiveness of the Washington, DC 20549, on official affected by the abandonment shall be Proposed Rule Change and Timing for business days between the hours of protected under Oregon Short Line Commission Action 10:00 a.m. and 3:00 p.m. Copies of the Railroad—Abandonment Portion filing also will be available for Goshen Branch Between Firth & The foregoing rule change has become inspection and copying at the principal Ammon, in Bingham & Bonneville effective pursuant to Section office of the Exchange. All comments Counties, Idaho, 360 I.C.C. 91 (1979). To 10 19(b)(3)(A)(ii) of the Act. received will be posted without change. address whether this condition At any time within 60 days of the Persons submitting comments are adequately protects affected employees, filing of the proposed rule change, the cautioned that we do not redact or edit a petition for partial revocation under Commission summarily may personal identifying information from 49 U.S.C. 10502(d) must be filed. temporarily suspend such rule change if comment submissions. You should Provided no formal expression of it appears to the Commission that such submit only information that you wish intent to file an offer of financial action is: (i) Necessary or appropriate in to make available publicly. All assistance (OFA) has been received,1 the the public interest; (ii) for the protection submissions should refer to File exemption will be effective on October of investors; or (iii) otherwise in Number SR–BX–2020–025 and should 18, 2020, unless stayed pending furtherance of the purposes of the Act. be submitted on or before October 9, reconsideration. Petitions to stay that do If the Commission takes such action, the 2020. not involve environmental issues,2 Commission shall institute proceedings formal expressions of intent to file an For the Commission, by the Division of to determine whether the proposed rule OFA under 49 CFR 1152.27(c)(2), and should be approved or disapproved. Trading and Markets, pursuant to delegated authority.11 interim trail use/rail banking requests IV. Solicitation of Comments J. Matthew DeLesDernier, under 49 CFR 1152.29 must be filed by 3 Assistant Secretary. September 28, 2020. Petitions to Interested persons are invited to reopen or requests for public use submit written data, views, and [FR Doc. 2020–20568 Filed 9–17–20; 8:45 am] conditions under 49 CFR 1152.28 must arguments concerning the foregoing, BILLING CODE 8011–01–P be filed by October 8, 2020, with the including whether the proposed rule Surface Transportation Board, 395 E change is consistent with the Act. Street SW, Washington, DC 20423–0001. Comments may be submitted by any of SURFACE TRANSPORTATION BOARD A copy of any petition filed with the the following methods: [Docket No. AB 290 (Sub-No. 409X)] Board should be sent to NSR’s Electronic Comments representative, William A. Mullins, Norfolk Southern Railway Company— Baker & Miller PLLC, 2401 Pennsylvania • Use the Commission’s internet Abandonment Exemption—in the City Ave. NW, Suite 300, Washington, DC comment form (http://www.sec.gov/ of Clifton, Passaic County, NJ 20037. rules/sro.shtml); or If the verified notice contains false or • Send an email to rule-comments@ Norfolk Southern Railway Company misleading information, the exemption sec.gov. Please include File Number SR– (NSR) has filed a verified notice of is void ab initio. BX–2020–025 on the subject line. exemption under 49 CFR part 1152 NSR has filed a combined Paper Comments subpart F—Exempt Abandonments to environmental and historic report that abandon an approximately 0.4-mile rail addresses the potential effects, if any, of • Send paper comments in triplicate line extending from milepost IA 12.5 to the abandonment on the environment to Secretary, Securities and Exchange milepost IA 12.9 in the City of Clifton and historic resources. OEA will issue a Commission, 100 F Street NE, in Passaic County, N.J. (the Line). The Draft Environmental Assessment (Draft Washington, DC 20549–1090. Line traverses U.S. Postal Service Zip EA) by September 25, 2020. The Draft All submissions should refer to File Code 07011. Number SR–BX–2020–025. This file NSR has certified that: (1) No local 1 Persons interested in submitting an OFA must number should be included on the traffic has moved over the Line for at first file a formal expression of intent to file an subject line if email is used. To help the least two years; (2) no overhead traffic offer, indicating the type of financial assistance they Commission process and review your has moved over the Line for at least two wish to provide (i.e., subsidy or purchase) and demonstrating that they are preliminarily comments more efficiently, please use years, and overhead traffic, if there were financially responsible. See 49 CFR 1152.27(c)(2)(i). only one method. The Commission will any, could be rerouted over other lines; 2 The Board will grant a stay if an informed post all comments on the Commission’s (3) no formal complaint filed by a user decision on environmental issues (whether raised internet website (http://www.sec.gov/ of rail service on the Line (or by a state by a party or by the Board’s Office of Environmental rules/sro.shtml). Copies of the or local government entity acting on Analysis (OEA) in its independent investigation) cannot be made before the exemption’s effective submission, all subsequent behalf of such user) regarding cessation date. See Exemption of Out-of-Serv. Rail Lines, 5 amendments, all written statements of service over the Line either is I.C.C.2d 377 (1989). Any request for a stay should with respect to the proposed rule pending with the Surface be filed as soon as possible so that the Board may change that are filed with the Transportation Board (Board) or with take appropriate action before the exemption’s effective date. Commission, and all written any U.S. District Court or has been 3 Filing fees for OFAs and trail use requests can be found at 49 CFR 1002.2(f)(25) and (27), 10 15 U.S.C. 78s(b)(3)(A)(ii). 11 17 CFR 200.30–3(a)(12). respectively.

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