30 Day Notice

Federal Register / Vol. 85, No. 222 / Tuesday, November 17, 2020 / Notices
determining whether the company
should be considered an investment
company and subject to regulation
under the Act, and (ii) adequate records
are available for Commission review, if
necessary. Rule 3a–8 would not require
the reporting of any information or the
filing of any documents with the
Commission.
Commission staff estimates that there
is no annual recordkeeping burden
associated with the rule’s requirements.
Nevertheless, the Commission requests
authorization to maintain an inventory
of one burden hour for administrative
purposes.
Commission staff estimates that
approximately 29,999 R&D companies
may take advantage of rule 3a–8.2 Given
that the board resolutions and
investment guidelines will generally
need to be adopted only once (unless
relevant circumstances change),3 the
Commission believes that all the R&D
companies that existed prior to the
adoption of rule 3a–8 adopted their
board resolutions and established
written investment guidelines in 2003
when the rule was adopted. We expect
that R&D companies formed subsequent
to the adoption of rule 3a–8 would
adopt the board resolution and
investment guidelines simultaneously
with their formation documents in the
ordinary course of business.4 Therefore,
we estimate that rule 3a–8 does not
impose additional burdens.
An agency may not conduct or
sponsor, and a person is not required to
respond to a collection of information
unless it displays a currently valid
control number.
The public may view the background
documentation for this information
collection at the following website,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
[email protected]; and (ii)
David Bottom, Director/Chief
2 See National Science Foundation, National
Center for Science and Engineering Statistics,
Business R&D and Innovation Survey: 2016 (results
published May 13, 2019).
3 In the event of changed circumstances, the
Commission believes that the board resolution and
investment guidelines will be amended and
recorded in the ordinary course of business and
would not create additional time burdens.
4 In order for these companies to raise sufficient
capital to fund their product development stage,
Commission staff believes that they will need to
present potential investors with investment
guidelines. Investors generally want to be assured
that the company’s funds are invested consistent
with the goals of capital preservation and liquidity.

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Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected]. Written comments
and recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to www.reginfo.gov/public/do/
PRAMain. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function.
Dated: November 10, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–25248 Filed 11–16–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
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
20549–2736
Extension: Rule 17Ad–3(b); [SEC File No.
270–424, OMB Control No. 3235–0473]

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 17Ad–3(b) (17 CFR 240.17Ad–
3(b)), under the Securities Exchange Act
of 1934 (15 U.S.C. 78a et seq.).
Rule 17Ad–3(b) requires registered
transfer agents to send a copy of the
written notice required under Rules
17Ad–2(c), (d), and (h) to the chief
executive officer of each issuer for
which the transfer agent acts when it
has failed to turnaround at least 75% of
all routine items in accordance with the
requirements of Rule 17Ad–2(a), or to
process at least 75% of all items in
accordance with the requirements of
Rule 17Ad–2(b), for two consecutive
months. The issuer may use the
information contained in the notices: (1)
As an early warning of the transfer
agent’s non-compliance with the
Commission’s minimum performance
standards regarding registered transfer
agents; and (2) to become aware of
certain problems and poor performances
with respect to the transfer agents that
are servicing the issuer’s issues. If the

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issuer does not receive notice of a
registered transfer agent’s failure to
comply with the Commission’s
minimum performance standards then
the issuer will be unable to take
remedial action to correct the problem
or to find another registered transfer
agent. Pursuant to Rule 17Ad–3(b), a
transfer agent that has already filed a
Notice of Non-Compliance with the
Commission pursuant to Rule 17Ad–2
will only be required to send a copy of
that notice to issuers for which it acts
when that transfer agent fails to
turnaround 75% of all routine items or
to process 75% of all items for two
consecutive months.
The Commission estimates that only
one transfer agent will be subject to the
third party disclosure requirements of
Rule 17Ad–3(b) each year. If a transfer
agent fails to meet the turnaround and
processing requirements under 17Ad–
3(b), it would simply send its issuerclients a copy of the notice that had
already been produced for the
Commission pursuant to Rule 17Ad–
2(c) or (d). The Commission estimates
the requirement will take the transfer
agent approximately four hours to
complete. The total estimated burden
associated with Rule 17Ad–3(b) is thus
approximately 4 hours per year. The
Commission estimates that the internal
compliance cost for the transfer agent to
comply with this third party disclosure
requirement will be approximately
$1,128 per year (4 hours × $283 per hour
= $1,128). The total estimated internal
cost of compliance associated with Rule
17Ad–3(b) is thus approximately $1,128
per year. There are no external costs
associated with sending the notice to
issuer-clients.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].

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73312

Federal Register / Vol. 85, No. 222 / Tuesday, November 17, 2020 / Notices

Dated: November 10, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.

Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.

[FR Doc. 2020–25251 Filed 11–16–20; 8:45 am]

A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change

BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION

1. Purpose

[Release No. 34–90394; File No. SR–
PEARL–2020–23]

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,
Amended and Restated Limited
Liability Company Agreement, and the
By-Laws
November 10, 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 October 28, 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 Certificate of
Formation (the ‘‘Certificate of
Formation’’), Amended and Restated
Limited Liability Company Agreement
(the ‘‘LLC Agreement’’), and the ByLaws (the ‘‘By-Laws’’).
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
1 15

U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.

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Changes to the Certificate of Formation
The Exchange proposes to amend the
Certificate of Formation to make several
non-substantive, administrative and
clarifying changes. The Exchange first
proposes to amend the title of the
document in order to accurately reflect
the amended document title as the
‘‘Amended and Restated Certificate of
Formation of MIAX PEARL, LLC,’’ in
accordance with the proposed
amendments described below.
On February 11, 2016, the Exchange
executed the original Certificate of
Formation. The Exchange proposes
delete the entire sentence in the first
paragraph and insert a sentence to
clarify that the Certificate of Formation
has been executed in accordance with
Section 18–208 of the Limited Liability
Company Act, and that this document is
being amended to restate the original
Certificate of Formation. With the
proposed changes, the first paragraph of
the Certificate of Formation will be 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 amending and restating the original
Certificate of Formation, filed on February
11, 2016, under file number: 5880323.

The Exchange also proposes to amend
the signature line for the Certificate of
Formation by deleting the current
signature line and inserting, as the
signatory, ‘‘Barbara J. Comly, EVP,
General Counsel & Corporate Secretary.’’
The purpose of the proposed changes
to the Certificate of Formation are to
ensure that the Exchange’s Certificate of
Formation accurately reflects correct,
current information, including the name
of the amended document, in order to
reduce potential investor or market
participant confusion.
Changes to the LLC Agreement
The Exchange proposes to amend the
LLC Agreement to make several nonsubstantive, administrative and
clarifying changes. On March 7, 2016,
the Exchange executed the original
Limited Liability Company Agreement
(the ‘‘original LLC Agreement’’). On
December 5, 2016, the Exchange
executed the Amended and Restated

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Limited Liability Company Agreement
(the ‘‘Amended LLC Agreement’’),
which restated the original LLC
Agreement. The first paragraph of the
LLC Agreement also refers to the
document as the ‘‘Operating
Agreement.’’ 3 The Exchange now
proposes to amend the first paragraph of
the LLC Agreement to reflect the current
amended document, which will be the
‘‘Second Amended and Restated
Limited Liability Company Agreement’’
(the ‘‘Second LLC Agreement’’).
Accordingly, the Exchange proposes to
update the text in the first paragraph of
the LLC Agreement to reflect this
change, thereby deleting reference to the
name and date of the original LLC
Agreement, and inserting the name and
date of the Amended LLC Agreement as
being amended and restated by the
Second LLC Agreement. The Exchange
also proposes to delete the reference to
the ‘‘Operating Agreement,’’ for
purposes of clarity and uniformity.4
With the proposed changes, the first
paragraph of the LLC Agreement will be
as follows:
Miami International Holdings, Inc., a
Delaware corporation, the sole member (the
‘‘LLC Member’’) of MIAX PEARL, LLC, a
Delaware limited liability company (the
‘‘Company’’), pursuant to and in accordance
with the Delaware Limited Liability
Company Act, 6 Del.C. § 18–101, et seq. (the
‘‘LLC Act’’), hereby declares the following to
be the Second Amended and Restated
Limited Liability Company Agreement (the
‘‘LLC Agreement’’) of the Company which
amends and restates in its entirety the
Amended and Restated Limited Liability
Company Agreement dated December 5, 2016
of the Company. Capitalized terms not
otherwise defined herein shall have the
meanings set forth on Schedule A to this LLC
Agreement.

Next, the Exchange proposes to
amend Section 3 of the LLC Agreement
to amend the address referenced therein
for the Exchange’s principal place of
business. The Exchange has increased
its office space at its current address of
7 Roszel Road, Princeton, New Jersey
08540.5 The new mailing and principal
address for the Princeton, New Jersey
office is now 7 Roszel Road, Suite 1A,
Princeton, New Jersey 08540.
Accordingly, the Exchange proposes to
amend Section 3 of the LLC Agreement
to reflect the change in mailing address
from ‘‘5th Floor’’ to ‘‘Suite 1A.’’
The Exchange proposes to amend
Section 4 of the LLC Agreement to
update the address of the Exchange’s
registered office in the State of
Delaware, as well as the Exchange’s
3 See

LLC Agreement.
id.
5 See id., Section 3.
4 See

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