[Federal Register Volume 85, Number 189 (Tuesday, September 29, 2020)]
[Notices]
[Pages 61051-61053]
[FR Doc No: 2020-21405]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89969; File No. SR-PEARL-2020-15]

Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
of Amendment No. 1 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 1, to Exchange Rule
1014, Imposition of Fines for Minor Rule Violations

September 23, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on September 8, 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, II,
and III below, which Items have been prepared by the Exchange. On
September 22, 2020, the Exchange filed Amendment No. 1 to the proposed
rule change, which supersedes the original filing in its entirety.\3\
The Commission is publishing this notice to solicit comments on
Amendment No. 1 from interested persons and approving the proposal, as
modified by Amendment No. 1, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange clarifies which fine
amounts apply to violations of various provisions of Exchange Rule
2202.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing a change to add certain rules applicable to
the trading of equity securities to the list of minor rule violations
in Rule 1014.
    The text of the proposed rule change is available on the Exchange's
website at http://www.miaxoptions.com/rule-filings/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
    On December 13, 2016, the Commission issued an order granting the
Exchange's application for registration as a national securities
exchange.\4\ On February 6, 2020, the Commission published for public
comment an Exchange proposal to adopt rules governing the trading of
equity securities.\5\ On August 14, 2020, the Commission approved the
Exchange's proposal to adopt rules governing the trading of equity
securities.\6\ MIAX PEARL anticipates to begin trading equity
securities on September 25, 2020. On December 21, 2017, the Commission
issued an order declaring effective the Exchange's MRVP.\7\ The
Exchange now proposes to add certain rules applicable to the trading of
equity securities to the list of minor rule violations in Exchange Rule
1014.
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    \4\ See Securities Exchange Act Release No. 79543 (December 13,
2016), 81 FR 92901 (December 20, 2016) (File No. 10-227).
    \5\ See Securities Exchange Act Release No. 88132 (February 6,
2020), 85 FR 8053 (February 12, 2020) (SR-PEARL-2020-03).
    \6\ See Securities Exchange Act Release No. 89563 (August 14,
2020), 85 FR 51510 (August 20, 2020) (``Approval Order'').
    \7\ See Securities Exchange Act Release No. 82385 (December 21,
2017), 82 FR 61613 (December 28, 2017) (File No. 4-715).
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    Exchange Rule 1014 sets forth the list of rules under which a
Member may be subject to a fine. Exchange Rule 1014 permits the
Exchange to impose a fine of up to $5,000 on any member or a person
associated with or employed by a member for a minor violation of an
eligible rule. The Exchange proposes to amend Exchange Rule 1014 to add
certain rules applicable to the trading of equity securities to the
list of rules eligible for disposition pursuant to a minor fine under
Exchange Rule 1014.\8\
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    \8\ FINRA's maximum fine for minor rule violations under FINRA
Rule 9216(b) is $2,500. The Exchange will apply an identical maximum
fine amount for eligible violations to achieve consistency with
FINRA and also to amend its minor rule violation plan to include
such fines. Like FINRA, the Exchange would be able to pursue a fine
greater than $2,500 for violations of Rules 2202, 2606(a)(1), 2623,
2624, and 2104 in a regular disciplinary proceeding or Letter of
Consent under Rule 1003 as appropriate. Any fine imposed in excess
of $2,500 or not otherwise covered by Rule 19d-1(c)(2) of the Act
would be subject to prompt notice to the Commission pursuant to Rule
19d-1 under the Act.
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    The Exchange proposes that, as set forth in proposed Exchange Rule
1014(d)(15), violations of the following rules would be appropriate for
disposition under the MRVP: Rule 2202 and Interpretations thereunder
(requiring the submission of responses to Exchange requests for trading
data within specified time period); Rule 2623 (requirement to identify
short sale orders as such); Rule 2624 (requirement to comply with
locked and crossed market rules); Rule 2104 (Communications with the
Public); Rule 2202 and Interpretations thereunder (related to the
requirement to furnish Exchange-related order, market and transaction
data, as well as financial or regulatory records and information); and
Rule 2606(a)(1) (requirements for Equities Market Makers to maintain
continuous two-sided quotations).\9\
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    \9\ MEMX, LLC's (``MEMX'') proposal to adopt a MRVP includes
MEMX Rule 12.11 Interpretations and Policy .01 and Exchange Act Rule
604 (failure to properly display limit orders) MEMX Rules 4.5
through 4.16 (Consolidated Audit Trail Compliance Rules). See
Securities Exchange Act Release No. 89485 (August 5, 2020), 85 FR
48577 (August 11, 2020) (File No. 4-764). The Exchange notes that it
recently amended Exchange Rule 1014 to include Chapter XVII, its
Consolidated Order Trail Compliance Rule. See Securities Exchange
Act Release No. 89166 (June 26, 2020), 85 FR 39943 (July 2, 2020)
(SR-PEARL-2020-07). The Exchange Rules does not include a rule
identical to MEMX Rule 12.11.01 that could be included in this
proposal. The Exchange notes that MEMX Rule 12.11.01 simply refers
to their member's existing obligations under Exchange Act Rule 604
and a similar rule is also not included in Long Term Stock Exchange,
Inc.'s (``LTSE'') MRVP. See Securities Exchange Act Release Nos.
87415 (October 29, 2019), 84 FR 59427 (November 4, 2019) (File No.
4-753).
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    Violations of Exchange Rules 2202, Preamble (requiring the
submission of responses to Exchange requests for trading data within
specified time period), 2623, 2624, and 2104 would be subject to the
following fines:

------------------------------------------------------------------------
                 Occurrence *                    Individual  Member firm
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First time fined..............................         $100         $500
Second time fined.............................          300        1,000
Third time fined..............................          500        2,500
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* Within a ``rolling'' 12-month period.

    Violations of Exchange Rules 2202, Interpretation .01 (related to
the requirement to furnish Exchange-related order, market and
transaction data, as well as financial or regulatory records and
information) and 2606(a)(1) would be subject to fines $100 per
violation. The Exchange notes that these proposed fine levels are based
on those approved for LTSE and proposed by MEMX.\10\
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    \10\ Id.

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2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the
Act,\11\ in general, and furthers the objectives of Section
6(b)(5),\12\ in particular, because it is 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 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.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
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    Minor rule fines provide a meaningful sanction for minor or
technical violations of rules when the conduct at issue does not
warrant stronger, immediately reportable disciplinary sanctions. The
inclusion of a rule in the Exchange's MRVP does not minimize the
importance of compliance with the rule, nor does it preclude the
Exchange from choosing to pursue violations of eligible rules through a
Letter of Consent if the nature of the violations or prior disciplinary
history warrants more significant sanctions. Rather, the Exchange
believes that the proposed rule change will strengthen the Exchange's
ability to carry out its oversight and enforcement responsibilities in
cases where full disciplinary proceedings are unwarranted in view of
the minor nature of the particular violation. Rather, the option to
impose a minor rule sanction gives the Exchange additional flexibility
to administer its enforcement program in the most effective and
efficient manner while still fully meeting the Exchange's remedial
objectives in addressing violative conduct. Specifically, the proposed
rule change is designed to prevent fraudulent and manipulative acts and
practices because it will provide the Exchange the ability to issue a
minor rule fine for violations of certain rules related to the trading
of equity securities where a more formal disciplinary action may not be
warranted or appropriate consistent with the approach of other
exchanges for the same conduct.
    In connection with the fine level specified in the proposed rule
change, adding language describing the fine levels would further the
goal of transparency and add clarity to the Exchange's rules. Adopting
the same caps as MEMX and LTSE for minor rule fines in connection with
the included rules applicable to the trading of equity securities would
also promote regulatory consistency across self-regulatory
organizations.
    The Exchange further believes that the proposed amendments to Rule
1014 are consistent with Section 6(b)(6) of the Act,\13\ which provides
that members and persons associated with members shall be appropriately
disciplined for violation of the provisions of the rules of the
exchange, by expulsion, suspension, limitation of activities,
functions, and operations, fine, censure, being suspended or barred
from being associated with a member, or any other fitting sanction. As
noted, the proposed rule change would provide the Exchange ability to
sanction minor or technical violations of certain rules applicable to
the trading of equity securities pursuant to the Exchange's rules.
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    \13\ 15 U.S.C. 78f(b)(6).
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    Finally, the Exchange also believes that the proposed changes are
designed to provide a fair procedure for the disciplining of members
and persons associated with members, consistent with Sections 6(b)(7)
and 6(d) of the Act.\14\ Rule 1014 does not preclude a member or a
person associated with or employed by a member from contesting an
alleged violation and receiving a hearing on the matter with the same
procedural rights through a litigated disciplinary proceeding.
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    \14\ 15 U.S.C. 78f(b)(7) and 78f(d).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with making certain equity related rules eligible for a minor
rule fine disposition, thereby strengthening the Exchange's ability to
carry out its oversight and enforcement functions and deter potential
violative conduct.

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. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
to 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<EMAIL_ADDRESS>Please include
File Number SR-PEARL-2020-15 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-2020-15. 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-2020-15 and should be submitted on
or before October 20, 2020.

IV. Commission's Findings and Order Granting Accelerated Approval of
Proposed Rule Change, as Modified by Amendment No. 1

    The Commission finds that the proposed rule change, as modified by
Amendment No. 1, is consistent with the requirements of the Act and the
rules and regulations thereunder

applicable to a national securities exchange.\15\ In particular, the
Commission finds that the proposed rule change is consistent with
Section 6(b)(5) of the Act,\16\ which requires that the rules of an
exchange be designed to promote just and equitable principles of trade,
to remove impediments and to perfect the mechanism of a free and open
market and a national market system, and, in general, to protect
investors and the public interest. The Commission also believes that
the proposal is consistent with Sections 6(b)(1) and 6(b)(6) of the Act
\17\ which require that the rules of an exchange enforce compliance
with, and provide appropriate discipline for, violations of Commission
and Exchange rules. Finally, the Commission finds that the proposal is
consistent with the public interest, the protection of investors, or
otherwise in furtherance of the purposes of the Act, as required by
Rule 19d-1(c)(2) under the Act,\18\ which governs minor rule violation
plans.
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    \15\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ 15 U.S.C. 78f(b)(1) and 78f(b)(6).
    \18\ 17 CFR 240.19d-1(c)(2).
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    As stated above, the Exchange proposes to amend Exchange Rule 1014
to add certain rules applicable to the trading of equity securities to
the list of rules eligible for disposition pursuant to a minor fine
under Exchange Rule 1014. The Commission believes that the amended MRVP
will permit the Exchange to carry out its oversight and enforcement
responsibilities as a self-regulatory organization (``SRO'') more
efficiently in cases where full disciplinary proceedings are not
necessary due to the minor nature of the particular violation.
    In declaring the Exchange's amended MRVP effective, the Commission
in no way minimizes the importance of compliance with Exchange rules
and all other rules subject to the imposition of sanctions under
Exchange Rule 1014. The Commission believes that the violation of an
SRO's rules, as well as Commission rules, is a serious matter. However,
Exchange Rule 1014 provides a reasonable means of addressing violations
that do not rise to the level of requiring formal disciplinary
proceedings, while providing greater flexibility in handling certain
violations. The Commission expects that the Exchange will continue to
conduct surveillance and make determinations based on its findings, on
a case-by-case basis, regarding whether a sanction under the amended
MRVP is appropriate, or whether a violation requires formal
disciplinary action.
    For the same reasons discussed above, the Commission finds good
cause, pursuant to Section 19(b)(2) of the Act,\19\ for approving the
proposed rule change, as modified by Amendment No. 1, prior to the
thirtieth day after the date of publication of the notice of the filing
thereof in the Federal Register. The proposal merely amends Exchange
Rule 1014 to add certain rules applicable to the trading of equity
securities to the current list of rules eligible for disposition
pursuant to a minor fine under Exchange Rule 1014. In addition, the
Commission notes that the proposal is consistent with the minor rule
violation plans of other SROs.\20\ Accordingly, the Commission believes
that a full notice-and-comment period is not necessary before approving
the proposal.
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    \19\ 15 U.S.C. 78s(b)(2).
    \20\ See Securities Exchange Act Release Nos. 87415 (October 29,
2019), 84 FR 59427 (November 4, 2019) (File No. 4-753) (order
declaring effective the LTSE MRVP); and 89485 (September 11, 2020),
85 FR 58081 (September 17, 2020) (File No. 4-764) (order declaring
effective the MEMX MRVP).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act
\21\ and Rule 19d-1(c)(2) thereunder,\22\ that the proposed rule change
(SR-PEARL-2020-15), as modified by Amendment No. 1, be, and hereby is,
approved on an accelerated basis.
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    \21\ Id.
    \22\ 17 CFR 240.19d-1(c)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-21405 Filed 9-28-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 141 (Tuesday, July 23, 2019)]
[Notices]
[Pages 35380-35381]
[FR Doc No: 2019-15580]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. AD19-5-000]

Notice Reporting Costs for Other Federal Agencies' Administrative
Annual Charges for Fiscal Year 2018; Billing Procedures for Annual
Charges for the Costs of Other Federal Agencies for Administering Part
I of the Federal Power Act

    1. The Federal Energy Regulatory Commission (Commission) is
required to determine the reasonableness of costs incurred by other
Federal agencies (OFAs) \1\ in connection with their participation in
the Commission's proceedings under the Federal Power Act (FPA) Part I
\2\ when those agencies seek to include such costs in the
administrative charges licensees must pay to reimburse the United
States for the cost of administering Part I.\3\ The Commission's Order
on Remand and Acting on Appeals of Annual Charge Bills \4\ determined
which costs are eligible to be included in the administrative annual
charges. This order also established a process whereby the Commission
would annually request each OFA to submit cost data, using a form \5\
specifically designed for this purpose. In addition, the order
established requirements for detailed cost accounting reports and other
documented analyses to explain the cost assumptions contained in the
OFAs' submissions.
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    \1\ The OFAs include: The U.S. Department of the Interior
(Bureau of Indian Affairs, Bureau of Land Management, Bureau of
Reclamation, National Park Service, U.S. Fish and Wildlife Service,
Office of the Solicitor, Office of Environmental Policy &
Compliance, Office of Hearings and Appeals, and Office of Policy
Analysis); the U.S. Department of Agriculture (U.S. Forest Service);
the U.S. Department of Commerce (National Marine Fisheries Service);
and the U.S. Army Corps of Engineers.
    \2\ 16 U.S.C. 791a-823d (2012).
    \3\ See id. 803(e)(1) and 42 U.S.C. 7178.
    \4\ 107 FERC 61,277, order on reh'g, 109 FERC 61,040 (2004).
    \5\ Other Federal Agency Cost Submission Form, available at
https://www.ferc.gov/docs-filing/forms.asp#ofa.
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    2. The Commission has completed its review of the forms and
supporting documentation submitted by the U.S. Department of the
Interior (Interior), the U.S. Department of Agriculture (Agriculture),
and the U.S. Department of Commerce (Commerce) for fiscal year (FY)
2018. This notice reports the costs the Commission included in its
administrative annual charges for FY 2019.

Scope of Eligible Costs

    3. The basis for eligible costs that should be included in the
OFAs' administrative annual charges is prescribed by the Office of
Management and Budget's (OMB) Circular A-25--User Charges and the
Federal Accounting Standards Advisory Board's Statement of Federal
Financial Accounting Standards (SFFAS) Number 4--Managerial Cost
Accounting Concepts and Standards for the Federal Government. Circular
A-25 establishes Federal policy regarding fees assessed for government
services and provides specific information on the scope and type of
activities subject to user charges. SFFAS Number 4 provides a
conceptual framework for federal agencies to determine the full costs
of government goods and services.
    4. Circular A-25 provides for user charges to be assessed against
recipients of special benefits derived from federal activities beyond
those received by the general public.\6\ With regard to licensees, the
special benefit derived from federal activities is the license to
operate a hydropower project. The guidance provides for the assessment
of sufficient user charges to recover the full costs of services
associated with these special benefits.\7\ SFFAS Number 4 defines full
costs as the costs of resources consumed by a specific governmental
unit that contribute directly or indirectly to a provided service.\8\
Thus, pursuant to OMB requirements and authoritative accounting
guidance, the Commission must base its OFA administrative annual charge
on all direct and indirect costs incurred by agencies in administering
Part I of the FPA. The special form the Commission designed for this
purpose, the ``Other Federal Agency Cost Submission Form,'' captures
the full range of costs recoverable under the FPA and the referenced
accounting guidance.\9\
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    \6\ OMB Circular A-25 6.
    \7\ OMB Circular A-25 6.a.2.
    \8\ SFFAS Number 4 7.
    \9\ For the past few years, the form has excluded Other Direct
Costs to avoid the possibility of confusion that occurred in earlier
years as to whether costs were being entered twice as Other Direct
Costs and Overhead.
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Commission Review of OFA Cost Submittals

    5. The Commission received cost forms and other supporting
documentation from the Departments of the Interior, Agriculture, and
Commerce. The Commission completed a review of each OFA's cost
submission forms and supporting reports. In its examination of the
OFAs' cost data, the

Commission considered each agency's ability to demonstrate a system or
process which effectively captured, isolated, and reported FPA Part I
costs as required by the Other Federal Agency Cost Submission Form.
    6. The Commission held a Technical Conference on March 28, 2019 to
report its initial findings to licensees and OFAs. Representatives for
several licensees and most of the OFAs attended the conference.
Following the technical conference, a transcript was posted, and
licensees had the opportunity to submit comments to the Commission
regarding its initial review.
    7. Idaho Falls Group (Idaho Falls) filed written comments,\10\
stating its general support of the Commission's analysis but raising
questions regarding certain various individual cost submissions. These
issues are addressed in the Appendix to this notice.
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    \10\ See Letter from Sharon L. White, Van Ness Feldman, to the
Honorable Kimberly D. Bose, FERC, Docket No. AD19-5-000 (filed April
30, 2019).
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    8. After additional review, full consideration of the comments
presented, and in accordance with the previously cited guidance, the
Commission accepted as reasonable any costs reported via the cost
submission forms that were clearly documented in the OFAs' accompanying
reports and/or analyses. These documented costs will be included in the
administrative annual charges for FY 2019.

Summary of Reported & Accepted Costs for Fiscal Year 2018
[GRAPHIC] [TIFF OMITTED] TN23JY19.000

    9. Figure 1 summarizes the total reported costs incurred by
Interior, Agriculture, and Commerce with respect to their participation
in administering Part I of the FPA. Additionally, Figure 1 summarizes
the reported costs that the Commission determined were clearly
documented and accepted for inclusion in its FY 2019 administrative
annual charges.

Summary Findings of Commission's Costs Review

    10. As presented in Figure 1, the Commission has determined that
$6,326,904 of the $6,455,528 in total reported costs were reasonable
and clearly documented in the OFAs' accompanying reports and/or
analyses. Based on this finding, 2% of the total reported cost was
determined to be unreasonable. The Commission notes the most
significant issue with the documentation provided by the OFAs was the
lack of supporting documentation to substantiate costs reported on the
``Other Federal Agency Cost Submission Form.''
    11. The cost reports that the Commission determined were clearly
documented and supported could be traced to detailed cost-accounting
reports, which reconciled to data provided from agency financial
systems or other pertinent source documentation. A further breakdown of
these costs is included in the Appendix to this notice, along with an
explanation of how the Commission determined their reasonableness.

Points of Contact

    12. If you have any questions regarding this notice, please contact
Norman Richardson at<PHONE_NUMBER> or Raven Rodriguez at (202) 502-
6276.

    Dated: July 17, 2019.
Kimberly D. Bose,
 Secretary.
[FR Doc. 2019-15580 Filed 7-22-19; 8:45 am]
BILLING CODE 6717-01-P