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should be submitted on or before May Dated: April 29, 2021. proposed rule change. The text of these 24, 2021. Vanessa A. Countryman, statements may be examined at the For the Commission, by the Division of Secretary. places specified in Item IV below. The Trading and Markets, pursuant to delegated [FR Doc. 2021–09398 Filed 4–29–21; 4:15 pm] Exchange has prepared summaries, set 34 authority. BILLING CODE 8011–01–P forth in Sections A, B, and C below, of J. Matthew DeLesDernier, the most significant aspects of such Assistant Secretary. statements. [FR Doc. 2021–09132 Filed 4–30–21; 8:45 am] SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s BILLING CODE 8011–01–P COMMISSION Statement of the Purpose of, and [Release No. 34–91670; File No. SR–BOX– Statutory Basis for, the Proposed Rule 2021–05] Change SECURITIES AND EXCHANGE COMMISSION Self-Regulatory Organizations; BOX 1. Purpose Exchange LLC; Notice of Filing and The Exchange proposes to amend Sunshine Act Meetings Immediate Effectiveness of a Proposed Section II.C (QOO Order Rebate) of the Rule Change To Amend the Fee BOX Fee Schedule. Specifically, the TIME AND DATE: 2:00 p.m. on Thursday, Exchange proposes to reinstate the May 6, 2021. Schedule on the BOX Options Market LLC Facility monthly rebate cap of $30,000 per PLACE: The meeting will be held via month per Broker Dealer. The Exchange remote means and/or at the April 26, 2021. notes that the proposed rebate cap was Commission’s headquarters, 100 F Pursuant to Section 19(b)(1) of the previously in place when BOX Street NE, Washington, DC 20549. Securities Exchange Act of 1934 established fees for the Trading Floor in STATUS: This meeting will be closed to (‘‘Act’’),1 and Rule 19b–4 thereunder,2 2017.5 the public. notice is hereby given that on April 15, Currently, Floor Brokers are eligible to MATTERS TO BE CONSIDERED: 2021, BOX Exchange LLC (‘‘Exchange’’) receive a $0.075 per contract rebate for Commissioners, Counsel to the filed with the Securities and Exchange all Broker Dealer and Commissioners, the Secretary to the Commission (‘‘Commission’’) the QOO Orders presented on the Trading Commission, and recording secretaries proposed rule change as described in Floor and $0.05 per contract rebate for will attend the closed meeting. Certain Items I, II, and III below, which Items all Professional Customer QOO Orders staff members who have an interest in have been prepared by the Exchange. presented on the Trading Floor. The the matters also may be present. The Exchange filed the proposed rule rebate is not applied to Public Customer In the event that the time, date, or change pursuant to Section executions, executions subject to the location of this meeting changes, an 19(b)(3)(A)(ii) of the Act,3 and Rule Strategy QOO Order Fee Cap, or Broker announcement of the change, along with 19b–4(f)(2) thereunder,4 which renders Dealer executions where the Broker the new time, date, and/or place of the the proposal effective upon filing with Dealer is facilitating a Public Customer. meeting will be posted on the the Commission. The Commission is Under this proposal, Floor Brokers will Commission’s website at https:// publishing this notice to solicit continue to be eligible to receive a per www.sec.gov. comments on the proposed rule change contract rebate for all applicable QOO The General Counsel of the from interested persons. Orders; however, the total monthly Commission, or his designee, has rebate for Broker Dealer orders will now I. Self-Regulatory Organization’s certified that, in his opinion, one or be capped at $30,000 per month per Statement of the Terms of the Substance more of the exemptions set forth in 5 Broker Dealer.6 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) of the Proposed Rule Change and (10) and 17 CFR 200.402(a)(3), The Exchange is filing with the 2. Statutory Basis (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and Securities and Exchange Commission The Exchange believes that the (a)(10), permit consideration of the (‘‘Commission’’) a proposed rule change proposal is consistent with the scheduled matters at the closed meeting. to amend the Fee Schedule on the BOX requirements of Section 6(b) of the Act, The subject matter of the closed Options Market LLC (‘‘BOX’’) facility. in general, and Section 6(b)(4) and meeting will consist of the following The text of the proposed rule change is 6(b)(5)of the Act,7 in particular, in that topics: available from the principal office of the it provides for the equitable allocation Institution and settlement of Exchange, at the Commission’s Public of reasonable dues, fees, and other injunctive actions; Reference Room and also on the charges among BOX Participants and Institution and settlement of Exchange’s internet website at http:// other persons using its facilities and administrative proceedings; boxexchange.com. does not unfairly discriminate between Resolution of litigation claims; and customers, issuers, brokers or dealers. Other matters relating to examinations II. Self-Regulatory Organization’s BOX established the QOO Order and enforcement proceedings. Statement of the Purpose of, and Rebate program and the monthly rebate At times, changes in Commission Statutory Basis for, the Proposed Rule cap in August 2017. As discussed in priorities require alterations in the Change BOX’s 2017 proposal to establish the scheduling of meeting agenda items that In its filing with the Commission, the QOO Order Rebate program and rebate may consist of adjudicatory, Exchange included statements examination, litigation, or regulatory concerning the purpose of and basis for 5 See Securities Exchange Act Release Nos. 81504 matters. the proposed rule change and discussed (August 30, 2017), 82 FR 42195 (September 6, 2017) CONTACT PERSON FOR MORE INFORMATION: any comments it received on the (SR–BOX–2017–28) (Establishing Fees and Rebates For further information; please contact for the Trading Floor on the BOX Market LLC Options Facility). Vanessa A. Countryman from the Office 1 15 U.S.C. 78s(b)(1). 6 The Exchange notes that all Broker Dealer QOO of the Secretary at (202) 551–5400. 2 17 CFR 240.19b–4. Orders that are eligible for the rebate will also be 3 15 U.S.C. 78s(b)(3)(A)(ii). subject to the rebate cap. 34 17 CFR 200.30–3(a)(12). 4 17 CFR 240.19b–4(f)(2). 7 15 U.S.C. 78f(b)(4) and (5).

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cap, the rebate was created to Exchange believes that, despite the continually review, and consider incentivize order flow to the BOX reinstatement of the proposed rebate adjusting, its fees and rebates to remain Trading Floor. Further, the QOO Order cap, the current per contract rebate for competitive within the industry. For the Rebate program was established to Floor Brokers and fee cap for Broker reasons described above, the Exchange attract order flow by rewarding Floor Dealer QOO Orders will continue to believes that the proposed rule change Brokers with rebates for directing incentivize Floor Brokers to bring reflects this competitive environment. qualifying orders to the BOX Trading Broker Dealer QOO order flow to the Floor.8 The Exchange notes that it is not Exchange. The Exchange also believes C. Self-Regulatory Organization’s making any changes to the amount of the proposed rebate cap is reasonable as Statement on Comments on the the QOO Order Rebate, and that the it was previously in place on the BOX Proposed Rule Change Received From QOO rebate will continue to apply to Trading Floor.13 For the foregoing Members, Participants, or Others both sides of the qualifying paired QOO reasons, the Exchange believes it is No written comments were either Order.9 appropriate to reinstate the rebate cap solicited or received. The Exchange notes that the rebate for Broker Dealer orders on the BOX III. Date of Effectiveness of the cap was removed in December 2019 to Trading Floor. further incentivize Floor Brokers to Lastly and as noted above, the Proposed Rule Change and Timing for bring QOO Order flow to the BOX Exchange further believes that the Commission Action Trading Floor.10 The Exchange now $30,000 rebate cap for Broker Dealer The foregoing rule change has become believes the same level of incentive is orders is equitable and not unfairly effective pursuant to Section no longer necessary for Floor Brokers to discriminatory as Broker Dealer QOO 19(b)(3)(A)(ii) of the Exchange Act 15 bring additional order flow to the BOX Order execution fees are currently and Rule 19b–4(f)(2) thereunder,16 Trading Floor and, as such, believes the capped at $75,000 per month and other because it establishes or changes a due, proposed change to reinstate the rebate QOO Order fees are not. Further, all or fee. cap is reasonable and appropriate at this similarly situated Floor Brokers on the At any time within 60 days of the time.11 Further, the Exchange notes that BOX Trading Floor who receive rebates filing of the proposed rule change, the Floor Brokers will continue to be offered on Broker Dealer orders will be Commission summarily may the per contract rebate for applicable uniformly capped at $30,000 per month temporarily suspend the rule change if QOO Orders (subject to the proposed per Broker Dealer. it appears to the Commission that the action is necessary or appropriate in the rebate cap) and fees for Broker Dealers B. Self-Regulatory Organization’s public interest, for the protection of will continue to be capped at $75,000 Statement on Burden on Competition per month per Broker Dealer.12 The , or would otherwise further The Exchange does not believe that the purposes of the Act. If the 8 Unlike competing exchanges, the Exchange does the proposed rule change will impose Commission takes such action, the not offer a front-end order entry system to its Floor any burden on competition not Commission shall institute proceedings Brokers to submit orders on the BOX Trading Floor. necessary or appropriate in furtherance Instead, Floor Brokers use their own proprietary to determine whether the proposed rule front-end order entry systems on the BOX Trading of the purposes of the Act. The should be approved or disapproved. Floor. Given this, Participants have two possible Exchange believes the proposed rebate means of bringing orders to the Exchange’s Trading cap will not impose an unfair burden on IV. Solicitation of Comments Floor for possible execution: (1) They can invest in intramarket competition because all Interested persons are invited to the technology, systems and personnel to participate on the Trading Floor and deliver the similarly situated Floor Brokers who submit written data, views, and order to the Exchange matching engines for receive rebates on Broker Dealer orders arguments concerning the foregoing, validation and execution; or (2) they can utilize the on the BOX Trading Floor would be including whether the proposed rule services of another Participant acting as a Floor uniformly capped at $30,000 per month change is consistent with the Act. Broker. The Exchange notes that the investment in 14 the technology, systems and personnel to establish per Broker Dealer. Further, the Comments may be submitted by any of a front-end order entry system on the BOX Trading Exchange believes the proposed rule the following methods: Floor is substantial. As such, the Exchange change does not impose any burden on established the QOO Order Rebate program to intermarket competition that is not Electronic Comments incentivize Participants to (1) make such an • Use the Commission’s internet investment to become a Floor Broker on the BOX necessary or appropriate in furtherance Trading Floor and (2) allow Floor Brokers to price of the purposes of the Act as the comment form (http://www.sec.gov/ their services at a level that would enable them to Exchange operates in a highly rules/sro.shtml); or attract QOO order flow from participants who competitive market in which market • Send an email to rule-comments@ would otherwise utilize the front-end order entry sec.gov. Please include File Number SR– mechanism offered by the Exchange’s competitors participants can readily choose to send instead of incurring the cost in time and resources their orders to other exchanges with BOX–2021–05 on the subject line. to install and develop their own internal systems trading floors if they deem rebate Paper Comments to deliver QOO orders directly to the Exchange opportunities at other trading floors to system. • be more favorable. In such an Send paper comments in triplicate 9 As noted above, currently the rebate does not to Secretary, Securities and Exchange apply to Public Customer executions, executions environment, the Exchange must subject to the Strategy QOO Order Fee Cap, or Commission, 100 F Street NE, Broker Dealer executions where the Broker Dealer Floor—Market Maker and Professional Customer Washington, DC 20549–1090. is facilitating a Public Customer. order fees are not subject to any such fee cap. As All submissions should refer to File 10 See Securities Exchange Act Release No. 87704 such, the Exchange believes that reinstating the Number SR–BOX–2021–05. This file (December 10, 2019), 84 FR 68499 (December 16, rebate cap for Broker Dealer orders is reasonable 2019) (SR–BOX–2019–35). and appropriate at this time. number should be included on the 11 As with any incentive, there are multiple ways 13 See supra note 5. subject line if email is used. To help the to reduce or raise the level. The Exchange notes it 14 As mentioned above, the Exchange believes Commission process and review your could have lowered the QOO Rebate amount, but that reinstating the rebate cap for Broker Dealer comments more efficiently, please use instead decided to reinstate the QOO rebate cap that orders is reasonable and appropriate because Broker only one method. The Commission will had already previously been in place on the Dealer orders are the only executions currently Exchange. capped at $75,000 per month (Market Maker and 12 The Exchange notes that QOO Order fees are Professional Customer orders are not subject to any 15 15 U.S.C. 78s(b)(3)(A)(ii). capped for Broker Dealers only on the BOX Trading fee cap). 16 17 CFR 240.19b–4(f)(2).

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post all comments on the Commission’s and III, below, which Items have been privileges, Managed Portfolio Shares internet website (http://www.sec.gov/ prepared by the Exchange. The that meet the criteria of Rule rules/sro.shtml). Copies of the Commission is publishing this notice to 5760. submission, all subsequent solicit comments on the proposed rule Proposed Nasdaq Rule 5760(b) amendments, all written statements change from interested persons. provides that Nasdaq Rule 5760 is with respect to the proposed rule applicable only to Managed Portfolio I. Self-Regulatory Organization’s change that are filed with the Shares and that, except to the extent Commission, and all written Statement of the Terms of Substance of inconsistent with Nasdaq Rule 5760, or communications relating to the the Proposed Rule Change unless the context otherwise requires, proposed rule change between the The Exchange proposes to adopt the rules and procedures of the Commission and any person, other than Nasdaq Rule 5760 to permit the Exchange’s Board of Directors shall be those that may be withheld from the and trading of Managed Portfolio applicable to the trading on the public in accordance with the Shares, which are shares of actively Exchange of such securities. Proposed provisions of 5 U.S.C. 552, will be managed exchange-traded funds for Nasdaq Rule 5760(b) provides further available for website viewing and which the portfolio is disclosed in that Managed Portfolio Shares are printing in the Commission’s Public accordance with standard mutual fund included within the definition of Reference Room, 100 F Street NE, disclosure rules. ‘‘’’ or ‘‘securities’’ as such terms Washington, DC 20549 on official The text of the proposed rule change are used in the Rules of the Exchange. business days between the hours of is available on the Exchange’s website at Proposed Nasdaq Rule 5760(b)(1) 10:00 a.m. and 3:00 p.m. Copies of such https://listingcenter.nasdaq.com/ provides that the Exchange will file filing also will be available for rulebook/nasdaq/rules, at the principal separate proposals under Section 19(b) inspection and copying at the principal office of the Exchange, and at the of the Act before the listing and trading office of the Exchange. All comments Commission’s Public Reference Room. of a series of Managed Portfolio Shares. Additionally, that all statements or received will be posted without change. II. Self-Regulatory Organization’s Persons submitting comments are representations regarding (a) the Statement of the Purpose of, and cautioned that we do not redact or edit description of the portfolio or reference Statutory Basis for, the Proposed Rule personal identifying information from assets; (b) limitations on portfolio Change comment submissions. You should holdings or reference assets; (c) submit only information that you wish In its filing with the Commission, the dissemination and availability of the to make available publicly. All Exchange included statements reference asset or intraday indicative submissions should refer to File concerning the purpose of and basis for values and Verified Intraday Indicative Number SR–BOX–2021–05, and should the proposed rule change and discussed Values (‘‘VIIV’’) (as applicable); or (d) be submitted on or before May 24, 2021. any comments it received on the the applicability of Nasdaq listing rules For the Commission, by the Division of proposed rule change. The text of these specified in such proposals shall Trading and Markets, pursuant to delegated statements may be examined at the constitute continued listing standards. authority.17 places specified in Item IV below. The Proposed Nasdaq Rule 5760(b)(2) J. Matthew DeLesDernier, Exchange has prepared summaries, set provides that transactions in Managed Assistant Secretary. forth in sections A, B, and C below, of Portfolio Shares will occur throughout the most significant aspects of such the Exchange’s System Hours.4 [FR Doc. 2021–09020 Filed 4–30–21; 8:45 am] statements. Proposed Nasdaq Rule 5760(b)(3) BILLING CODE 8011–01–P provides that the minimum price A. Self-Regulatory Organization’s variation for quoting and entry of orders Statement of the Purpose of, and SECURITIES AND EXCHANGE in Managed Portfolio Shares is $0.01. Statutory Basis for, the Proposed Rule Proposed Nasdaq Rule 5760(b)(4) COMMISSION Change provides that the Exchange will [Release No. 34–91675; File No. SR– 1. Purpose implement and maintain written NASDAQ–2021–023] surveillance procedures for Managed The Exchange proposes to add new Portfolio Shares. As part of these Nasdaq Rule 5760 for the purpose of Self-Regulatory Organizations; The surveillance procedures, the Investment permitting the listing and trading, or Nasdaq Market LLC; Notice of Company’s investment adviser will trading pursuant to unlisted trading Filing and Immediate Effectiveness of upon request by the Exchange or privileges, of Managed Portfolio Shares, Proposed Rule Change To Adopt FINRA, on behalf of the Exchange, make which are securities issued by an Nasdaq Rule 5760 To Permit the available to the Exchange or FINRA the Listing and Trading of Managed actively managed open-end daily portfolio holdings of each series of Portfolio Shares management investment company. This Managed Portfolio Shares. proposed rule change to add new Proposed Nasdaq Rule 5760(b)(5) April 26, 2021. Nasdaq Rule 5760 is substantially Pursuant to Section 19(b)(1) of the provides that, if the investment adviser similar to the recently approved rule to the Investment Company issuing Securities Exchange Act of 1934 change by Cboe BZX Exchange, Inc. 1 2 Managed Portfolio Shares is registered (‘‘Act’’), and Rule 19b–4 thereunder, (‘‘Cboe BZX’’) to adopt rule 14.11(k).3 notice is hereby given that on April 14, as a broker-dealer or is affiliated with a 2021, The Nasdaq LLC Proposed Listing Rules broker-dealer, such investment adviser (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Proposed Nasdaq Rule 5760(a) will erect and maintain a ‘‘fire wall’’ Securities and Exchange Commission provides that the Exchange will between the investment adviser and (‘‘SEC’’ or ‘‘Commission’’) the proposed consider for trading, whether by listing rule change as described in Items I, II, 4 See Nasdaq Equity Rules Equity 1. Section or pursuant to unlisted trading 1(a)(9). The term ‘‘System Hours’’ is defined as the period of time beginning at 4:00 a.m. E.T. and 17 17 CFR 200.30–3(a)(12). 3 See Securities and Exchange Act Release No. ending at 8:00 p.m. E.T. (or such earlier time as may 1 15 U.S.C. 78s(b)(1). 87759 (December 16, 2019) 84 FR 70223 (December be designated by Nasdaq on a day when Nasdaq 2 17 CFR 240.19b–4. 20, 2019) (SR–CboeBZX–2019–047). closes early).

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