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primarily engaged in the business of wholly-owned subsidiaries, it is 7. Applicant may continue to rely on providing technology and related primarily engaged in the business of the order granting the requested relief so services to financial institutions and not providing technology and related long as the operations that gave rise to in the business of being an investment services to financial institutions to help the request for the exemptive order do company or investing in loans. facilitate the origination of loans to not differ materially from those Applicant explains that most of its 374 consumers. Applicant states that the described in this application. employees are devoted to developing structure of its business, including the For the Commission, by the Division of the AI models, facilitating the acquisition of the investment securities, Investment Management, under delegated origination and financing of loans was not established, and is not operated, authority. through its Platform, performing roles for the purpose of creating an J. Matthew DeLesDernier, supporting the operations of the investment company within the Assistant Secretary. Platform and servicing those loans. contemplation of the Act, and the [FR Doc. 2020–25160 Filed 11–12–20; 8:45 am] Applicant states that only 9 employees Applicant’s business activities are not of are engaged in any activities related to the type intended to be regulated under BILLING CODE 8011–01–P managing the loans held on the the Act. Applicant’s balance sheet. Applicant APPLICANT’S CONDITIONS: SECURITIES AND EXCHANGE estimates that these 9 individuals spend Applicant agrees that any order COMMISSION a negligible amount of time on activities granting the requested relief will be related to the loans. In addition, subject to the following conditions: [Release No. 34–90371; File No. SR–NYSE– Applicant states that substantially all of 1. Applicant will not hold itself out as 2020–66] its net revenues are derived from these being engaged in investing, reinvesting Self-Regulatory Organizations; New business activities. Applicant states that or trading in securities other than loans York Stock Exchange LLC; Notice of the loans and other investment originated through the Platform as Filing of Amendment No. 1 and Order securities that are held by its wholly- described in the Application. Granting Accelerated Approval of a owned subsidiaries are a byproduct of 2. Applicant, directly or indirectly, these activities and are acquired not for will only hold loans that are originated Proposed Rule Change, as Modified by investment purpose but to support the through the Platform as described in the Amendment No. 1, To Amend to NYSE loan origination by its partner banks by application. Rule 122 Related to Orders With More finding financing for those loans. 3. Any loans held to maturity will Than One Broker Furthermore, Applicant states that any represent less than 15% of the total November 6, 2020. net investment income derived from volume of loans held, directly or such securities is minimal. indirectly, by the Applicant on a rolling I. Introduction 4. Applicant states that it, including basis for the last four most recent fiscal On August 3, 2020, New York Stock its wholly-owned subsidiaries, are quarters combined. Exchange LLC (‘‘Exchange’’) filed with subject to a range of regulations that 4. Applicant, directly or indirectly, the Securities and Exchange cover their business activities. will not hold loans for speculative Commission (‘‘Commission’’) pursuant Specifically, Applicant states that UNI purposes. to Section 19(b)(1) of the Securities maintains state licenses and 5. Applicant will allocate and use its Exchange Act of 1934 (‘‘Act’’) 1 and Rule registrations related to consumer accumulated cash and any investment 19b–4 thereunder,2 a proposed rule lending, loan brokering and servicing. securities (other than loans) for bona change to amend to NYSE Rule 122 Applicant also states that the Platform fide business purposes in accordance (Orders with More than One Broker). with a cash-management investment generally has been structured to comply The proposed rule change was policy adopted by Applicant’s board of with banking regulations, consistent published for comment in the Federal directors and will refrain from investing with UNI’s role as a service provider to Register on August 12, 2020.3 On or trading in securities for short-term its bank partners. September 22, 2020, pursuant to Section speculative purposes. As of the last date 5. Section 6(c) of the Act provides that 19(b)(2) of the Act,4 the Commission of each last fiscal quarter, at least 90% the Commission may exempt any designated a longer period within which of investment securities other than the person, security or transaction or any to approve the proposed rule change, loans or ABS held only for purposes of class or classes of persons, securities or disapprove the proposed rule change, or satisfying the Risk Retention Rules, held transactions from any provision of the institute proceedings to determine by the Applicant on a consolidated Act, or from any rule or regulation whether to disapprove the proposed basis, will be in Capital Preservation under the Act, if and to the extent such rule change.5 The Commission has Investments. exemption is necessary or appropriate received no comment letters on the in the public interest and consistent 6. Net revenue earned from interest on the loans will comprise, on a rolling proposal. On November 3, 2020, the with the protection of investors and the Exchange filed Amendment No. 1 to the purposes fairly intended by the policy basis for the last four most recent fiscal quarters combined, in combination with proposed rule change, which replaced and provisions of the Act. Applicant and superseded the proposed rule requests an order under Section 6(c) to interest on any other investment change in its entirety.6 The Commission permit the Applicant, directly and securities, no more than 10% of through its wholly-owned subsidiaries, Applicant’s total net revenue. For 1 15 U.S.C. 78s(b)(1). to engage in its business activities purposes of this condition, net revenue 2 17 CFR 240.19b–4. without being subject to the Act. excludes (from both the numerator and 3 See Securities Exchange Act Release No. 89500 6. Applicant states that the requested the denominator) interest generated by (Aug. 6, 2020), 85 FR 48738 (Aug. 12, 2020). exemption is necessary and appropriate cash holdings, Government securities, 4 15 U.S.C. 78s(b)(2). in the public interest, and consistent and risk retention vehicles, as well as 5 See Securities Exchange Act Release No. 89962 with the protection of investors and the fair value adjustments for the loans, and (Sept. 22, 2020), 85 FR 60854 (Sept. 28, 2020). 6 In Amendment No. 1, the Exchange added the purposes fairly intended by the policy will be calculated net of interest paid on representation that it will monitor, via examination- and provisions of the Act. Applicant any credit facilities used to purchase the based surveillance, member organization states that, directly and through its loans. compliance with its supervisory obligation

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is publishing this notice to solicit price from its independent units to more The Exchange also proposes to delete comments on the proposed rule change, than one Floor broker in a manner that from new subsection (b) several as modified by Amendment No. 1, from is consistent with NYSE Rule 122. phrases—including ‘‘manually or from a interested persons, and is approving the In addition, the Exchange proposes to hand-held terminal,’’ ‘‘in the auction proposed rule change, as modified by amend the text of NYSE Rule 122 to market or via the Floor broker agency Amendment No. 1, on an accelerated remove certain obsolete language and to interest file,’’ and ‘‘as part of an auction basis. provide greater specificity to the rule market transaction or automatic execution’’—because they are II. Description of the Proposed Rule text, without changing its meaning. extraneous, use obsolete text, and are Change 2. Proposed Changes to Text of Rule 122 not necessary to a clear understanding 1. Overview The Exchange proposes to amend of the rule. The Exchange believes that Currently, NYSE Rule 122 (Orders NYSE Rule 122 to remove certain making these deletions will have no with More than One Floor Broker) obsolete language and to provide greater substantive effect on the meaning of provides that a member organization specificity to the rule text, without subsection (b). may not maintain orders with more than changing its meaning. Finally, the Exchange proposes to Because the text of current NYSE Rule delete from new subsection (b) several one Floor broker to purchase the same ® security at the same price. Because each 122 addresses two distinct topics, the references to the ‘‘Display Book Floor broker is a separate Participant in Exchange proposes to reorganize the system,’’ which is an obsolete system a parity allocation,7 NYSE Rule 122 existing rule text into new subsections formerly used by the Exchange, and to (a) and (b), which the Exchange believes replace them with references to the prevents member organizations from 11 circumventing the parity allocation will enhance comprehension of the rule. Exchange’s current ‘‘Exchange Book.’’ rules to obtain preferential execution by The Exchange proposes that new 3. Proposed Rule Commentary splitting a single order among multiple subsection (a) would include the current first sentence of NYSE Rule 122. In addition to the proposed Floor brokers. amendments to the rule text listed NYSE Rule 122 currently contains an Because the term ‘‘member’’ refers to the above, the Exchange proposes to amend exception, and the main purpose of the natural person associated with a Rule 122 by adding new Rule proposed amendment is to clarify this member organization who has been Commentary to provide greater exception. The exception is: if the designated by such member specificity as to the rule’s application orders are not for the account of the organizations to effect transactions on and to enhance comprehension of the same principal, then it is permissible for the Floor of the Exchange, e.g., a Floor broker,8 and Floor brokers do not rule. the member organization to maintain The Exchange proposes to add Rule originate orders,9 and because the term such orders with different Floor brokers. Commentary .01 to specify that, for the ‘‘allied member’’ no longer exists in This exception reflects the Exchange’s purposes of Rule 122, sending to, Exchange rules,10 the Exchange understanding that some member maintaining with, or using ‘‘more than organizations, or customers of member proposes to delete the extraneous one Floor broker’’ would mean more organizations, have multiple trading language ‘‘member’’ and ‘‘or any allied than one Floor broker member desks that do not coordinate trading member therein.’’ organization, or two different individual strategies and are separated by The Exchange further proposes to Floor brokers at the same Floor broker information barriers. In such amend new subsection (a) to specify member organization. This proposed circumstances, because there is no that the rule applies both to orders ‘‘sent rule text is not intended to add new coordination between such trading to’’—as well as those ‘‘maintained functionality, but rather to add clarity desks, maintaining those separate orders with’’—more than one Floor broker, and regarding the current Rule text. with more than one Floor broker would to insert the word ‘‘Floor’’ before The Exchange proposes to add Rule not be circumventing the parity ‘‘broker’’ to enhance the clarity of the Commentary .02 to provide more allocation rules. The proposed sentence. The Exchange also proposes to specificity as to when a member amendment to NYSE Rule 122 would replace the phrase ‘‘market orders or organization’s own orders are not add Commentary to add specificity orders at the same price’’ in new presumed to be for the account of the about this exception with respect to subsection (a) with the phrase ‘‘orders same principal. As proposed, for both member organizations’ proprietary that may execute at the same price,’’ to purposes of Rule 122, when a member orders and orders that member specify that the rule applies to multiple organization uses more than one Floor organizations represent on an agency orders of any resting order type that may broker, multiple orders originating from basis for customers. execute at the same price. the member organization would be Both member organizations and the The Exchange proposes that new customers of member organizations may presumed not to be for the account of subsection (b) would include the the same principal if each order is from consist of multiple trading units that are current second and third sentences of separated by information barriers that a separate trading unit that is separated Rule 122, relating to how a Floor broker by information barriers or other barriers restrict the trading units from can represent an order that already has coordinating trading strategies, sharing that restrict the trading unit from a portion transmitted to the Exchange coordinating trading strategies, sharing capital, and sharing profits and losses. Book. Because this text addresses a The proposed amended rule would capital, and sharing profits and losses different topic than proposed Rule with other trading units (an provide that, if a member organization 122(a), the Exchange proposes to delete has knowledge and can verify that it or ‘‘Independent Unit’’), as defined in the extraneous ‘‘However’’ at the start of proposed Commentary .02(a). Proposed its customer is organized in this way, the first sentence of this new subsection. the member organization may route Rule Commentary .02(b) would require a member organization to have orders for the same security at the same 8 See Rule 2(a) (definition of the term ‘‘member’’). supervisory systems and written 9 See Rule 112(a). 7 See Rule 7.36(a)(5) (defining the term ‘‘Floor 10 See Securities Exchange Act Release No. 58549 policies and procedures reasonably Broker Participant’’ to mean a Floor Broker trading (September 15, 2008), 73 FR 54444 (September 19, license). 2008) (SR–NYSE–2008–80) (Approval order). 11 See Rule 1.1(k).

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designed to ensure that it is not using not itself conduct a retail business but among other things, to prevent more than one Floor broker for its orders instead routes Retail Orders on behalf of fraudulent and manipulative acts and that are for the account of the same another broker-dealer, the Retail practices, to promote just and equitable principal. Member Organization’s supervisory principles of trade, to foster cooperation Proposed Rule Commentary .03 procedures must be reasonably designed and coordination with persons engaged would apply the same concepts to to ensure that the orders it receives from in facilitating transactions in securities, circumstances when a member such other broker-dealer meet the and to remove impediments to and organization uses more than one Floor definition of a Retail Order. According perfect the mechanism of a free and broker for multiple orders that it to the Exchange, that Rule further open market and a national market represents on an agency basis. Proposed provides that to fulfill this supervisory system. Rule Commentary .03(a) would specify requirement, the Retail Member Generally, NYSE Rule 122 provides that orders that the member Organization must obtain an annual that a member organization may not organization represents on an agency written representation, in a form basis from a single customer are acceptable to the Exchange, from the maintain orders with more than one presumed not to be for the account of broker-dealer sending the orders that the Floor broker to purchase the same the same principal if the member orders comply with Rule 7.44, and by security at the same price. The intent of organization’s customer maintains monitoring whether Retail Order flow the rule is to prevent member Independent Units and the orders are routed on behalf of such other broker- organizations from by splitting a single from Independent Units. Proposed Rule dealer meets the applicable order among multiple Floor brokers in Commentary .03(b) would specify that if requirements. Here, the Exchange order to circumvent the Exchange’s a member organization is representing a asserts, the proposed amended rule parity allocation rules and obtain customer on an agency basis and uses would require a similar supervisory preferential executions. The Exchange more than one Floor broker for such obligation for member organizations to has proposed to both (1) clarify the customer, the member organization’s ensure that orders placed by their existing exception to NYSE Rule 122 written policies and procedures must be customers in fact originate from that permits a member organization to reasonably designed to ensure that the Independent Units. The Exchange maintain separate orders with more than orders it receives from the customer are represents that it will monitor member one Floor broker if the member from Independent Units of the organization compliance with these organization has multiple trading desks customer. The proposed Rule proposed requirements via examination- and there is no coordination between Commentary would specify that the based surveillance.12 those trading desks, and (2) extend this member organization must: (1) Use Proposed Rule Commentary .04 exception to include customers of reasonable diligence to know and retain would add that notwithstanding member organizations, provided that the the essential facts relating to the Commentary .02(a) and .03(a), that there orders originate from independent operation and supervision of its is a presumption that orders are for the trading desks at the customer that do customer’s information barriers to account of the same principal (i.e., not not coordinate their trading.15 ensure there is a prohibition against the from Independent Units) if the trading The Commission finds that this coordination of trading strategies and strategies are run by the same desk, proposed rule change is reasonably that there is in fact no coordination of group, employee(s), or portfolio designed to prevent fraudulent and trading strategies, and that the orders manager(s); are otherwise overseen or manipulative acts and practices. The are from Independent Units (see supervised by the same desk, group, Commission believes that the proposed proposed Rule Commentary .03(b)(1)); employee(s), or portfolio managers; or rule change is consistent with the (2) review and document such reviews share capital or roll up to the same purpose and intent of NYSE Rule 122 to that the orders received from its profit and loss center. prevent the circumvention of the customers originated from Independent III. Discussion and Commission Exchange’s parity allocation rules. Units (see proposed Rule Commentary Findings Significantly, in extending the ‘‘account .03(b)(2)); and (3) obtain an annual After careful review, the Commission of the same principal’’ exception to the written representation, in a form Independent Units of a member acceptable to the Exchange, from each finds that the proposed rule change, as modified by Amendment No. 1, is organization’s customer, the proposed customer that such orders originate from rule change would require that a Independent Units (see proposed Rule consistent with the requirements of the member organization accepting such Commentary .03(b)(3)). The Exchange Act and the rules and regulations customer orders use reasonable believes that, taken together, these thereunder applicable to national diligence to know and retain essential measures will provide the member securities exchanges.13 In particular, the facts relating to the operation and organization and the Exchange with Commission finds that the proposed supervision of its customer’s reasonable assurance that the orders are rule change, as modified by Amendment information barriers or other barriers to not for the account of the same No. 1, is consistent with Section 6(b)(5) ensure that there is a prohibition against principal, and member organizations are of the Act,14 which requires that the the coordination of trading strategies, operating in compliance with Rule 122. rules of an exchange be designed, The Exchange states that The that there is in fact no coordination of requirements of proposed Commentary 12 The Exchange represents that it and the trading strategies, and that the orders .03(b) are not the first time that the Financial Industry Regulatory Authority, Inc. are from Independent Units of the Exchange has imposed obligations on its (‘‘FINRA’’) have entered into a regulatory services customer Further, the Exchange has agreement pursuant to which FINRA will conduct represented that it will monitor member member organizations with respect to specified regulatory services on the Exchange’s orders that they represent on an agency behalf, including examining member organizations’ organization compliance with these basis on behalf of their customers. For compliance with Exchange rules. example, the Exchange states, Rule 13 In approving this proposed rule change, the 15 The Exchange has also proposed non- Commission has considered the proposed rule’s substantive, technical and clarifying changes to the 7.44(b)(6), relating to the Exchange’s impact on efficiency, competition, and capital rule text to: (1) Add subsection numbering and (2) Retail Liquidity Program, provides that formation. See 15 U.S.C. 78c(f). remove references that are either extraneous or if the Retail Member Organization does 14 17 U.S.C. 78f(b)(5). obsolete.

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requirements via examination-based Number SR–NYSE–2020–66 and should 2020, by remote means. The meeting surveillance.16 be submitted on or before December 4, will begin at 9:00 a.m. (ET) and will be Based on the foregoing, the 2020. open to the public via webcast on the Commission therefore finds that the Commission’s website at www.sec.gov. V. Accelerated Approval of the proposed rule change is consistent with Persons needing special Proposed Rule Change, as Modified by the Act. accommodations to take part because of Amendment No. 1 a disability should notify the contact IV. Solicitation of Comments on The Commission finds good cause to Amendments No. 1 person listed below. The public is approve the proposed rule change, as invited to submit written statements to Interested persons are invited to modified by Amendment No. 1, prior to the Committee. The meeting will submit written data, views, and the thirtieth day after the date of include a discussion of matters in the arguments concerning whether publication of Amendment No. 1 in the asset management industry relating to Amendments No. 1 is consistent with Federal Register. In Amendment No. 1, the Private Investments Subcommittee; the Act. Comments may be submitted by the Exchange added to its proposal the the ESG Subcommittee, including any of the following methods: representation that it will monitor, via potential recommendations from that Electronic Comments examination-based surveillance, Subcommittee; and the Diversity & member organization compliance with • Inclusion Subcommittee, including a Use the Commission’s internet its supervisory obligation to ensure that panel discussion on improving diversity comment form (http://www.sec.gov/ orders placed by their customers in fact and inclusion. The meeting will also rules/sro.shtml); or originate from Independent Units.17 include a discussion of AMAC’s • Send an email to rule-comments@ The Commission finds that administrative matters during a portion sec.gov. Please include File Number SR– Amendment No. 1 is consistent with the of the meeting that will not be open to NYSE–2020–66 on the subject line. Act in that is designed, among other the public. Paper Comments things, to prevent fraudulent and DATES: The public meeting will be held • manipulative acts and practices and to on December 1, 2020. Written Send paper comments in triplicate promote just and equitable principles of to Secretary, Securities and Exchange statements should be received on or trade. Accordingly, the Commission before November 23, 2020. Commission, 100 F Street NE, finds good cause, pursuant to Section ADDRESSES: The meeting will be held by Washington, DC 20549–1090. 19(b)(2) of the Act,18 to approve the All submissions should refer to File remote means and webcast on proposed rule change, as modified by Number SR–NYSE–2020–66. This file www.sec.gov. Written statements may be Amendment No. 1, on an accelerated number should be included on the submitted by any of the following basis. subject line if email is used. To help the methods. To help us process and review Commission process and review your VI. Conclusion your statement more efficiently, please comments more efficiently, please use It is therefore ordered, pursuant to use only one method. At this time, only one method. The Commission will Section 19(b)(2) of the Act,19 that the electronic statements are preferred. post all comments on the Commission’s proposed rule change SR–NYSE–2020– Electronic Statements internet website (http://www.sec.gov/ 66, as modified by Amendment No. 1 • Use the Commission’s internet rules/sro.shtml). Copies of the be, and hereby is, approved. submission, all subsequent submission form (http://www.sec.gov/ amendments, all written statements For the Commission, by the Division of rules/other.shtml); or Trading and Markets, pursuant to delegated • Send an email message to rule- with respect to the proposed rule authority.20 change that are filed with the [email protected]. Please include File J. Matthew DeLesDernier, Commission, and all written Number 265–33 on the subject line; or Assistant Secretary. communications relating to the Paper Statements [FR Doc. 2020–25059 Filed 11–12–20; 8:45 am] proposed rule change between the • Commission and any person, other than BILLING CODE 8011–01–P Send paper statements to Vanessa those that may be withheld from the Countryman, Federal Advisory public in accordance with the Committee Management Officer, provisions of 5 U.S.C. 552, will be SECURITIES AND EXCHANGE Securities and Exchange Commission, available for website viewing and COMMISSION 100 F Street NE, Washington, DC 20549–1090. printing in the Commission’s Public [Release No. 34–90376; File No. 265–33] Reference Room, 100 F Street NE, All submissions should refer to File No. Washington, DC 20549, on official Asset Management Advisory 265–33. This file number should be business days between the hours of Committee included on the subject line if email is 10:00 a.m. and 3:00 p.m. Copies of this used. The Commission will post all AGENCY: Securities and Exchange statements on the Commission’s website filing will also be available for Commission. inspection and copying at the principal at (http://www.sec.gov/comments/265- ACTION: office of the Exchange. All comments Notice of meeting. 33/265-33.htm). received will be posted without change. SUMMARY: Notice is being provided that Statements also will be available for Persons submitting comments are the Securities and Exchange website viewing and printing in the cautioned that we do not redact or edit Commission Asset Management Commission’s Public Reference Room, personal identifying information from Advisory Committee (‘‘AMAC’’) will 100 F Street NE, Room 1580, comment submissions. You should hold a public meeting on December 1, Washington, DC 20549, on official submit only information that you wish business days between the hours of to make available publicly. All 17 See Note 12 and accompanying text, supra. 10:00 a.m. and 3:00 p.m. For up-to-date submissions should refer to File 18 15 U.S.C. 78s(b)(2). information on the availability of the 19 15 U.S.C. 78s(b)(2). Public Reference Room, please refer to 16 See Note 12 and accompanying text, supra. 20 17 CFR 200.30–3(a)(12). https://www.sec.gov/fast-answers/

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