79250 Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices 

10 17 CFR 200.30–3(a)(57). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90394 

(November 10, 2020) (SR–PEARL–2020–23) (Notice 

of Filing and Immediate Effectiveness of a Proposed 

Rule Change to Amend the Exchange’s Certificate 

of Formation, Amended and Restated Limited 

Liability Company Agreement, and the By-Laws) 

(the ‘‘Initial Proposal’’). 

4See id. 

5The Certificate of Formation is available the 

Exchange’s website, at https://

www.miaxoptions.com/sites/default/files/pagefiles/MIAX_PEARL_Restated_Certificate_of_

Formation_11122020.pdf. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

8 Id. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–26992 Filed 12–8–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90562; File No. SR– 

PEARL–2020–29] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the 

Exchange’s Certificate of Formation 

December 3, 2020. 

Pursuant to the provisions of Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on November 24, 2020, MIAX PEARL, 

LLC (‘‘MIAX PEARL’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I and II below, 

which Items have been prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing a proposal to 

amend the Exchange’s Amended and 

Restated Certificate of Formation (the 

‘‘Certificate of Formation’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/pearl at MIAX PEARL’s principal 

office, and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Certificate of Formation to make several 

corrective edits and clarifying changes. 

On February 11, 2016, the Exchange 

executed the original Certificate of 

Formation. On October 28, 2020, the 

Exchange filed its proposal to amend 

the Certificate of Formation, among 

other corporate documents, to make 

several non-substantive, administrative 

and clarifying changes.3 The Initial 

Proposal included changes to the title of 

the Certificate of Formation to be 

amended to be titled the ‘‘Amended and 

Restated Certificate of Formation of 

MIAX PEARL, LLC.’’ On November 10, 

2020, the Commission published for 

comment the Initial Proposal, which 

granted the Exchange’s request for 

waiver of the 30-day operative delay.4

The Exchange now proposes to amend 

the title of the Certificate of Formation 

to delete the words ‘‘Amended and’’ in 

order to accurately reflect the amended 

document that was filed with the 

Secretary of State for the State of 

Delaware, titled the ‘‘Restated 

Certificate of Formation of MIAX 

PEARL, LLC.’’ 5 The Exchange also 

proposes to amend the second sentence 

in the first paragraph of the Certificate 

of Formation to delete the words 

‘‘amending and’’ in order to clarify that 

the amended document is the ‘‘Restated 

Certificate of Formation of MIAX 

PEARL, LLC.’’ With the proposed 

changes, the first paragraph of the 

Certificate of Formation is as follows: 

This filing has been executed and filed in 

accordance with Section 18–208 of the 

Limited Liability Company Act. This 

document is being executed for the purpose 

of restating the original Certificate of 

Formation, filed on February 11, 2016, under 

file number: 5880323. 

The purpose of the proposed changes 

to the Certificate of Formation are to 

ensure that the Exchange’s Certificate of 

Formation accurately reflects the correct 

filed document in order to reduce 

potential investor or market participant 

confusion. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.6 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 7 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 8 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that the 

proposed changes to the Certificate of 

Formation are designed to prevent 

fraudulent and manipulative acts and 

practices, promote just and equitable 

principles of trade, foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, protect 

investors and the public interest. The 

Exchange believes that the proposed 

changes are non-substantive, corrective 

edits and clarifying changes and will 

reduce potential investor or market 

participant confusion regarding the 

Exchange’s Certificate of Formation. 

Further, the Exchange believes the 

proposed changes are not material and 

will have no impact on the governance, 

ownership, or operations of the 

Exchange. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices 79251 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 

13For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 14 17 CFR 200.30–3(a)(12). 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange does not believe the proposed 

rule change will impose any burden on 

intra-market and inter-market 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because the 

proposed changes are not intended to 

address competitive issues but rather 

are corrective, non-substantive changes 

that are concerned solely with 

correcting the title of the Certificate of 

Formation to reflect current, accurate 

information. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 9 and Rule 19b– 

4(f)(6) thereunder.10

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 11 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 12

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has 

requested that the Commission waive 

the 30-day operative delay. As the 

proposed rule change raises no novel 

issues and merely corrects the title of 

the Exchange’s Certificate of Formation, 

the Commission believes that waiver of 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 

operative delay and designates the 

proposed rule change operative upon 

filing.13

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

PEARL–2020–29 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–PEARL–2020–29. 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 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–PEARL–2020–29, and 

should be submitted on or before 

December 30, 2020. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–26994 Filed 12–8–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–238, OMB Control No. 

3235–0214] 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–02736 

Extension: 

Rule 17a–7 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501–3520), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

described below. 

Rule 17a–7 (17 CFR 270.17a–7) (the 

‘‘rule’’) under the Investment Company 

Act of 1940 (15 U.S.C. 80a–1 et seq.) 

(the ‘‘Act’’) is entitled ‘‘Exemption of 

certain purchase or sale transactions 

between an investment company and 

certain affiliated persons thereof.’’ It 

provides an exemption from section 

17(a) of the Act for purchases and sales 

of securities between registered 

investment companies (‘‘funds’’), that 

are affiliated persons (‘‘first-tier 

affiliates’’) or affiliated persons of 

affiliated persons (‘‘second-tier 

affiliates’’), or between a fund and a 

first- or second-tier affiliate other than 

another fund, when the affiliation arises 


jbell on DSKJLSW7X2PROD with NOTICES