Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the MRX Disciplinary Rules in General 5 To Incorporate by Reference The Nasdaq Stock Market LLC's Series 8000 and 9000 Rules, 37142-37146 [2020-13204]

Download as PDF 37142 Federal Register / Vol. 85, No. 119 / Friday, June 19, 2020 / Notices senior-most tranches of these securities, generally those with an AAA investment rating that have first claim in the capital structure and that have less sensitivity to the credit risk of the underlying assets (e.g., bank loans or commercial real estate).20 The Commission notes that it has previously approved the listing of other series of Managed Fund Shares for which the fixed income weight of the portfolio does not comply with Commentary .01(b)(1) to Rule 8.600–E.21 In addition, the Fund will not comply with the requirements in Commentary .01(b)(4) to Rule 8.600–E that component securities that in the aggregate account for at least 90% of the fixed income weight of the portfolio meet one of the criteria specified in Commentary .01(b)(4).22 Instead, the Exchange proposes to allow up to 50% of the Fund’s portfolio to be composed of fixed income securities which would not satisfy the criteria in Commentary .01(b)(4). Specifically, the Exchange proposes that: (1) The Fund may invest up to 10% of its total assets in fixed income securities that do not satisfy the criteria of Commentary .01(b)(4), excluding Private ABS/MBS and CDOs/ CBOs/CLOs; (2) the Fund’s investments in Private ABS/MBS, which may constitute up to 20% of the Fund’s total assets, will not be required to satisfy the criteria of Commentary .01(b)(4); and (3) the Fund’s investments in CDOs/CBOs/ CLOs, which may constitute up to 20% of the Fund’s total assets, also will not be required to satisfy the criteria of Commentary .01(b)(4). The Commission notes that it has previously approved the listing of other series of Managed Fund Shares with similar investment strategies that are permitted to hold a similar percentage of fixed income securities that do not meet one of the criteria set forth in Commentary.01(b)(4).23 Finally, the Fund will not comply with the requirement in Commentary .01(b)(5) to Rule 8.600–E that investments in non-agency, nongovernment sponsored entity and 20 See id. e.g., Securities Exchange Act Release No. 86841 (August 30, 2019), 84 FR 47024 (September 6, 2019) (SR–NYSEArca–2019–38) (Order Approving a Proposed Rule Change, as Modified by Amendments No. 1 and No. 2, To Amend the Listing Rule Applicable to Shares of the Aware Ultra-Short Duration Enhanced Income ETF). 22 See supra note 13. 23 See, e.g., Securities Exchange Act Release No. 87576 (November 20, 2019), 84 FR 65206 (November 26, 2019) (SR–NYSEArca–2019–14) (Order Approving a Proposed Rule Change, as Modified by Amendment No. 1, Relating to the Permitted Investments of the PGIM Ultra Short Bond ETF) (‘‘PGIM Ultra Short Bond ETF Order’’). khammond on DSKJM1Z7X2PROD with NOTICES 21 See, VerDate Sep<11>2014 17:17 Jun 18, 2020 Jkt 250001 privately issued mortgage-related and other asset-backed securities (i.e., Private ABS/MBS) not account, in the aggregate, for more than 20% of the weight of the portfolio. Instead, the Fund will not invest more than 20% of the Fund’s total assets in Private ABS/ MBS or more than 20% of the Fund’s total assets in U.S. or foreign CDOs/ CBOs/CLOs. The Exchange believes that these limitations will help the Fund maintain portfolio diversification and reduce manipulation risk.24 In addition, the Exchange states that the Fund’s investment in CDOs/CBOs/CLOs will be subject to the Fund’s liquidity procedures as adopted by the Trust’s Board of Trustees, and the Adviser does not expect that such investments will have any material impact on the liquidity of the Fund’s investments.25 The Commission notes that it has previously approved the listing of other series of Managed Fund Shares that are permitted to hold private asset backed and mortgage-backed securities in excess of the levels permitted under Commentary .01(b)(5).26 The Exchange represents that all statements and representations made in the filing regarding (1) the description of the portfolio holdings or reference assets, (2) limitations on portfolio holdings or reference assets, or (3) the applicability of Exchange listing rules specified in the filing shall constitute continued listing requirements for listing the Shares of the Fund on the Exchange. In addition, the Exchange states that the issuer must notify the Exchange of any failure by the Fund to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Act, the Exchange will monitor 27 for compliance with the continued listing requirements. If the Fund is not in compliance with the applicable listing 24 See Notice, supra note 3, at 28065. id. 26 See, e.g., PGIM Ultra Short Bond ETF Order, supra note 23; Securities Exchange Act Release No. 87410 (October 28, 2019), 84 FR 58750 (November 1, 2019) (SR–NYSEArca–2019–33) (Order Approving a Proposed Rule Change, as Modified by Amendment No. 2, Regarding Changes to Investments of the First Trust TCW Unconstrained Plus Bond ETF). 27 The Commission notes that certain proposals for the listing and trading of exchange-traded products include a representation that the exchange will ‘‘surveil’’ for compliance with the continued listing requirements. See, e.g., Securities Exchange Act Release No. 77499 (April 1, 2016), 81 FR 20428, 20432 (April 7, 2016) (SR–BATS–2016–04). In the context of this representation, it is the Commission’s view that ‘‘monitor’’ and ‘‘surveil’’ both mean ongoing oversight of compliance with the continued listing requirements. Therefore, the Commission does not view ‘‘monitor’’ as a more or less stringent obligation than ‘‘surveil’’ with respect to the continued listing requirements. 25 See PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 requirements, the Exchange will commence delisting procedures under NYSE Arca Rule 5.5–E(m). This approval order is based on all of the Exchange’s representations, including those set forth above and in Amendment No. 1. For the foregoing reasons, the Commission finds that the proposed rule change, as modified by Amendment No. 1, is consistent with Section 6(b)(5) of the Act 28 and the rules and regulations thereunder applicable to a national securities exchange. III. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,29 that the proposed rule change (SR–NYSEArca– 2020–37), as modified by Amendment No. 1, be, and it hereby is, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.30 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–13207 Filed 6–18–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–89070; File No. SR–MRX– 2020–12] Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the MRX Disciplinary Rules in General 5 To Incorporate by Reference The Nasdaq Stock Market LLC’s Series 8000 and 9000 Rules June 15, 2020. Pursuant to 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 June 10, 2020, Nasdaq MRX, LLC (‘‘MRX’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III, 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. 28 15 U.S.C. 78f(b)(5). 29 Id. 30 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\19JNN1.SGM 19JNN1 Federal Register / Vol. 85, No. 119 / Friday, June 19, 2020 / Notices I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the MRX Disciplinary Rules in General 5 to incorporate by reference The Nasdaq Stock Market LLC’s (‘‘Nasdaq’’) Series 8000 and 9000 Rules, currently located under the General 5 title of the Nasdaq rulebook,3 instead of the BX Rules, which the Exchange currently incorporates by reference. The text of the proposed rule change is available on the Exchange’s website at https://nasdaqmrx.cchwallstreet.com/, at the principal office of the Exchange, 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 khammond on DSKJM1Z7X2PROD with NOTICES 1. Purpose In connection with a recent rule change to relocate the Nasdaq BX, Inc. (‘‘BX’’) Disciplinary Rules under the General 5 title (‘‘Discipline’’),4 and incorporate by reference The Nasdaq Stock Market LLC’s (‘‘Nasdaq’’) Series 8000 and 9000 Rules, MRX proposes to similarly incorporate by reference Nasdaq’s Series 8000 and 9000 Rules. The BX Disciplinary Rules, which were relocated to General 5 of the BX Rules,5 were replaced with introductory paragraphs that respectively incorporate by reference the Nasdaq Series 8000 and 9000 Rules (located under the General 5 title in the Nasdaq rulebook).6 3 See Securities Exchange Act Release No. 87778 (December 17, 2019), 84 FR 70590 (December 23, 2019) (SR–NASDAQ–2019–098). 4 See Securities Exchange Act Release No. 88938 (May 26, 2020), 88 FR 33235 (June 1, 2020) (SR– BX–2020–009). 5 Id. 6 Id. The Exchange notes that the proposed changes will not become operative unless and until the Commission approves the Exchange’s request, to be filed pursuant to Section 36 of the Exchange Act and SEC Rule 0–12 thereunder, for an VerDate Sep<11>2014 17:17 Jun 18, 2020 Jkt 250001 Currently, MRX incorporates the BX Disciplinary Rules within the Series 8000 and 9000 Rules, which were relocated to General 5 of the BX Rules with the aforementioned rule change.7 At this time, MRX proposes to incorporate by reference the Nasdaq Series 8000 and 9000 Rules (located in General 5 Discipline), respectively, and state that such Nasdaq Rules shall be applicable to Exchange Members, associated persons, and other persons subject to MRX’s jurisdiction. Except as noted below, the Nasdaq Series 8000 and 9000 Rules are substantially similar to BX’s Disciplinary Rules, which the Exchange currently incorporates by reference. The following discussions identify the differences between the current BX Disciplinary Rules and the corresponding Nasdaq Disciplinary Rules to be incorporated by reference into MRX: Current BX IM–8310–3(b) Current BX Rule 9120(f) provides that ‘‘[t]he term ‘‘Department of Enforcement’’ means the Department of Enforcement of FINRA Regulation, acting on behalf of the Exchange pursuant to the FINRA Regulatory Contract.’’ 8 Current BX IM–8310–3(b), however, uses the term ‘‘Department of Enforcement of FINRA.’’ Since Nasdaq IM–8310–3(b) uses the term ‘‘Department of Enforcement’’ MRX believes it is appropriate to utilize the Nasdaq terms going forward and incorporate by reference into the MRX rule. Current BX Rule 8320 In 2010, Nasdaq created Rule 7007 (‘‘Collection of Fees’’) to facilitate an efficient method of collecting undisputed or final fees, fines, charges and/or other monetary sanctions or monies due and owing to Nasdaq from The Nasdaq Option Market (‘‘NOM’’) Participants.9 exemption from the rule filing requirements of Section 19(b) of the Exchange Act as to changes to the Current MRX 8000 Series (new General 5, Section 1) and Current MRX 9000 Series (new General 5, Section 2) that are effected solely by virtue of a change to the Nasdaq Series 8000 or 9000 Rules Series. 7 See Securities Exchange Act Release No. 88938 (May 26, 2020), 88 FR 33235 (June 1, 2020) (SR– BX–2020–009). 8 This definition mirrors the one in the Nasdaq rulebook under Rule 9120(f). 9 See Securities Exchange Act Release No. 63536 (December 14, 2010), 75 FR 80102 (December 21, 2010) (SR–NASDAQ–2010–163). Nasdaq Rule 7007 was later relocated to Options Chapter XV, Section 1 and then moved to its current location under Options 7, Section 1, in the Nasdaq rulebook shell. See Securities Exchange Act Release No. 66158 (January 13, 2012), 75 FR 80102 (January 13, 2012) PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 37143 Similarly, in 2012, BX adopted its options market rules (‘‘BX Options Market’’) to operate as a fully automated, price/time priority execution system built on the core functionality of NOM.10 In its filing, BX proposed to adopt, under respective Chapter XV, Section 2, a rule identical to the Nasdaq Collection of Fees rule.11 Although, at the time of its creation, the Nasdaq Collection of Fees rule was cross-referenced to current Nasdaq Rule 8320(a)(1),12 such cross-reference was not included in the filing that created the BX Options Market. MRX also has the same Collection of Fees rule,13 that is identical to the Nasdaq rule. Because BX Rule 8320, which MRX incorporates by reference, does not include a crossreference to the Collection of Fees rule, MRX will follow the Nasdaq rule going forward, which has the correct crossreference. The Exchange also proposes to add rule text, within General 5, Section 3, to note the distinction between the location of the Collection of Fees rules. Specifically, the Exchange proposes to add rule text to provide that references in the Nasdaq 8000 Series to ‘‘Nasdaq’s Options 7, Section 1’’ shall be read to refer to MRX Options 7, Section 2. Based on the above, the Exchange believes that it is appropriate that MRX adopts the aforementioned crossreference to make the collection of fees owed to the Exchange more efficient. Therefore, the Exchange believes that it is appropriate to incorporate by reference Nasdaq Rule 8320 into MRX Rules. Current BX Rule 9120 In 2018, BX amended its Disciplinary Rules to align them with the investigatory and disciplinary processes of Nasdaq PHLX LLC (‘‘Phlx’’).14 As stated in its proposal, the changes to the ‘‘Interested Staff’’ concept (which, at the time, was relocated under 9120(r)) were done to conform the BX rule to Phlx’s definition. At the time, however, the proposed harmonizing changes to BX Rule 9120(r)(1)(B) inadvertently (SR–NASDAQ–2012–006) and Securities Exchange Act Release No. 84684 (November 29, 2018), 83 FR 62936 (December 6, 2018) (SR–NASDAQ–2018– 098). 10 Securities Exchange Act Release No. 67256 (June 26, 2012), 77 FR 39277 (July 2, 2012) (SR–BX– 2012–030). This rule was later relocated to the BX Rulebook shell. See Securities Exchange Act Release No. 84326 (October 1, 2018), 83 FR 50414 (October 1, 2018) (SR–BX–2018–046). 11 Id. 12 See supra note 9. 13 See MRX Options 7, Section 2. 14 See Securities Exchange Act Release No. 84354 (October 3, 2018), 83 FR 50723 (October 9, 2018) (SR–BX–2018–042). E:\FR\FM\19JNN1.SGM 19JNN1 37144 Federal Register / Vol. 85, No. 119 / Friday, June 19, 2020 / Notices excluded the words ‘‘Head of’’ and omitted to add the word ‘‘the’’; indeed, the text should have read ‘‘Head of the Exchange’s Regulation Department’’ instead of, simply, ‘‘Exchange’s Regulation Department.’’ The correct definition, as explained above, would also align with the term currently defined in Nasdaq Rule 9120(r)(1)(B), which provides that ‘‘Interested Staff’’ shall mean ‘‘an Exchange employee of the Nasdaq Regulation Department who reports, directly or indirectly, to the Head of the Nasdaq Regulation Department.’’ The Exchange believes that it is appropriate to apply Nasdaq Rule 9120 and to incorporate it by reference into the MRX rule. Additionally, the Exchange notes that applying Nasdaq Rule 9120 and incorporating it by reference into the Exchange rule should correct a typo in current BX Rule 9120(v) that erroneously uses the term ‘‘RINRA’’ instead of the acronym ‘‘FINRA.’’ Current BX Rule 9231 The Exchange proposes to adopt the cross-reference in Nasdaq Rule 9231(c) concerning the appointment of arbitrators pursuant to the FINRA Rules 12000 and 13000 Series (the ‘‘FINRA Arbitration Rules’’). Current BX Rule 9231(c) provides that arbitrators shall be appointed pursuant to BX General 6 (‘‘BX Arbitration Rules’’).15 The BX Arbitration Rules incorporate by reference the similar Nasdaq arbitration rules (also under Nasdaq’s General 6 title); MRX’s arbitration rules within General 6 also incorporate Nasdaq’s arbitration rules; in turn, the Nasdaq rules incorporate the FINRA Arbitration Rules by reference into its text. Following the incorporation by reference of Nasdaq Rule 9231, MRX Rule 9231(c) will directly crossreference the FINRA Arbitration Rules, which will not create any differences from the current ISE rules. khammond on DSKJM1Z7X2PROD with NOTICES Current BX Rule 9232 Currently, Nasdaq Rule 9232(a) provides a cross-reference to subsections (A) through (D) in Nasdaq Rule 9231(b)(1), whereas current BX Rule 9232(a) simply provides a reference to BX Rule 9231(b)(1). The Exchange believes that it is appropriate to apply Nasdaq Rule 9232(a) and incorporate it by reference into the MRX rule since the Nasdaq rule contains a more precise cross-reference to Nasdaq Rule 9231(b)(1). 15 See Securities Exchange Act Release No. 84476 (October 24, 2018), 83 FR 54630 (October 30, 2018) (SR–BX–2018–048). VerDate Sep<11>2014 17:17 Jun 18, 2020 Jkt 250001 Current BX Rule 9522 The Exchange proposes to apply and incorporate by reference Nasdaq Rule 9522 in place of current BX Rule 9522. This proposal amends the first sentence in current BX Rule 9522(a)(1) by replacing the term ‘‘Exchange’s Regulation Department’’ with the term ‘‘Department of Member Regulation’’ as currently provided in Nasdaq Rule 9522(a)(1). As previously indicated by the Exchange,16 the FINRA Department of Member Regulation 17 currently performs the functions described in current BX Rule 9522. Therefore, applying the Nasdaq rule and incorporating it by reference into MRX Rule 9522, provides clarity to the rule text and aligns it with Nasdaq and Phlx’s rules. The MRX introductory paragraphs currently list instances in which various terms and rules within the BX Disciplinary Rules shall be read to refer to Exchange specific rules and terms. Replacing references to ‘‘BX’’ with ‘‘Nasdaq’’ in this introductory paragraph should align the Nasdaq and MRX rules. All of these specific terms are identical as between the Nasdaq and BX Rules and, therefore, the term ‘‘BX’’ is being replaced with ‘‘Nasdaq.’’ The Exchange also proposes to remove certain references within MRX General 5, Section 3, Code of Procedure, which are no longer necessary because they align with the current rules referenced within the Nasdaq 9000 Rule Series.18 The Exchange also proposes to amend certain references to Nasdaq Rules, as a result of the relocation of certain Nasdaq Rules in conjunction with a larger Rulebook relocation.19 Specifically, the Exchange proposes to amend: (a) Rule 1160 to relocated General 2, Section 11; (b) Equity Rules 2110 and 2120 to relocated General 9, Section 1; 20 (c) Equity Rule 2150 to relocated General 9, Section 2.21 Additionally, as noted above, the Exchange proposes to add rule text to provide that references in the Nasdaq 8000 Series to ‘‘Nasdaq’s Options 7, Section 1’’ shall be read to refer to MRX Options 7, Section 2. The Exchange also proposes to update certain MRX rule references. The proposed updated reference to ‘‘General 9, Section 1’’, replacing Equity Rule 2110, would refer to Nasdaq MRX Options 9, Section 1. The Section 1 is being added as a more specific reference. Additionally, the proposed updated reference to ‘‘General 9, Section 1’’, replacing Equity Rule 2120, would refer to Nasdaq MRX Options 9, Section 6. The Section 6 is being added as a more specific reference. 16 See Securities Exchange Act Release No. 84354 (October 3, 2018), 83 FR 50724 (October 9, 2018) (SR–BX–2018–042). 17 As defined in BX 9120(g). 18 The following Nasdaq Rules were relocated in connection with a Nasdaq rule relocation filing: Rules 0120, 1070, 1160, 4110A, 4120A; Equity Rules 2110, 2120, 2140, 2150; Rule 1000 Series and Chapter III, Section 16. See Securities Exchange Act Release No. 87778 (December 17, 2019), 84 FR 70590 (December 23, 2019) (SR–NASDAQ–2019– 098) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate Rules From Its Current Rulebook Into Its New Rulebook Shell). 19 See Securities Exchange Act Release No. 87778 (December 17, 2019), 84 FR 70590 (December 23, 2019) (SR–NASDAQ–2019–098) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate Rules From Its Current Rulebook Into Its New Rulebook Shell). 20 Equity Rule 2120 was more specifically relocated to General 9, Section 1(g), however the Nasdaq Rule 9000 Series only reference General 9, Section 1. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,22 in general, and furthers the objectives of Section 6(b)(5) of the Act,23 in particular, in that it is designed to promote just and equitable principles of trade and to protect investors and the public interest by consolidating its rules into a single rule set. The various Nasdaq exchanges (‘‘Affiliated Exchanges’’) have filed similar proposed rule changes to amend and relocate their disciplinary rules 24 in order that the PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 Other Technical Amendments Further, the Exchange proposes to amend references to General 5 to more specific references to the Nasdaq 9000 Series Rules, which pursuant to the proposed incorporation by reference will become MRX Rules. Specifically, the Exchange proposes to amend General 1, Section 1 (Definitions); General 3, Section 2 (Denial of and Conditions to Becoming a Member); and General 3, Section 6 (Dissolution and Liquidation of Members). Further, the Exchange proposes to amend General 1, ‘‘Provisions’’ to General 1, ‘‘General Provisions’’ to mirror the name of the Chapter on Nasdaq Phlx LLC, Nasdaq BX, Inc., and Nasdaq. The Exchange also proposes to amend a typographical error within General 5, Sections 2 and 3 to remove a hyphen. The Exchange also proposes to amend a reference to Nasdaq MRX Rule 1614 within General 5, Section 3 to instead reference Options 11, Section 1(b) to reflect a relocated rule, and correct a typographical error to remove a stray period. 21 Id. 22 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 24 See Securities Exchange Act Release No. 86138 (July 18, 2019), 84 FR 29567 (July 24, 2019) (SR– 23 15 E:\FR\FM\19JNN1.SGM 19JNN1 Federal Register / Vol. 85, No. 119 / Friday, June 19, 2020 / Notices Nasdaq 8000 Series and 9000 Series Rules, which govern the investigative and disciplinary processes, are similarly consolidated and incorporated by reference.25 To the extent there will be differences remaining between the two rule sets, the Exchange notes those differences in introductory paragraphs to each of MRX’s Disciplinary Rules. Incorporating the Nasdaq Disciplinary Rules by reference into the MRX Rules, instead of the BX Disciplinary Rules, will conform the alignment of these rules and permit the rules of Phlx, BX, Nasdaq ISE, LLC, Nasdaq MRX, LLC and MRX to be incorporated by reference to one rule set. This proposal would permit the Nasdaq Series 8000 and 9000 Rules to be the source document for all of the Nasdaq Exchanges’ investigative and disciplinary processes. The Exchange notes that its current Disciplinary Rules are not substantively changing. The Exchange desires to conform its rules to give its Members and the members of its Affiliated Exchanges the ability to quickly locate rules in one central location and also to have a unified disciplinary rule set. The Exchange also believes that the proposal is consistent with Section 6(b)(6) of the Act,26 which requires that the rules of an exchange provide that its Members be appropriately disciplined for violations of the Act as well as the rules and regulations thereunder, or 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. Other Technical Amendments khammond on DSKJM1Z7X2PROD with NOTICES These technical amendments are intended to align MRX with other Nasdaq affiliated markets Rulebooks. Nasdaq Phlx LLC and Nasdaq BX, Inc. Rulesets are also incorporating by reference the Nasdaq Rules and those rulesets provide specific references to ISE–2019–17); Securities Exchange Act Release No. 86346 (July 10, 2019), 84 FR 33999 (July 16, 2019) (SR–GEMX–2019–08); and Securities Exchange Act Release No. 86424 (July 12, 2019), 84 FR 36134 (July 26, 2019) (SR–MRX–2019–15); and Securities Exchange Act Release No. 87778 (December 17, 2019), 84 FR 70590 (December 23, 2019) (SR– NASDAQ–2019–098). Similarly, Phlx recently submitted a proposal to relocate its disciplinary rules. See Securities Exchange Act Release No. 88519 (March 31, 2020), 85 FR 19203 (April 6, 2020) (SR–Phlx–2020–09). 25 See Securities Exchange Act Release Nos. 88519 (March 31, 2020), 85 FR 19203 (April 6, 2020) (SR–Phlx–2020–09); and 88938 (May 26, 2020), 88 FR 33235 (June 1, 2020) (SR–BX–2020– 009), as well as SR–ISE–2020–22 and SR–GEMX– 2020–15. 26 15 U.S.C. 78f(b)(6). VerDate Sep<11>2014 17:17 Jun 18, 2020 Jkt 250001 the Nasdaq disciplinary rules within the 9000 Series. 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 not necessary or appropriate in furtherance of the purposes of the Act. The Exchange believes that this rule change does not impose an undue burden on competition because the Nasdaq Series 8000 and 9000 Rules, which are substantially similar to BX’s Disciplinary Rules, will be incorporated by reference into MRX’s Rules. Those rules will now apply to MRX Members, associated persons, and other persons subject to the Exchange’s jurisdiction. To the extent that there will be differences remaining between the two rule sets, the Exchange notes those differences in introductory paragraphs to each of MRX’s Disciplinary Rules. As noted above, the proposed introductory paragraphs list instances in which cross references in Nasdaq Series 8000 and 9000 Rules to other Nasdaq rules shall be read to refer instead to the Exchange Rules, and references to Nasdaq terms (whether or not defined) shall be read to refer to the Exchange-related meanings of those terms. Because Nasdaq Current Series 8000 and 9000 Rules are substantially similar to BX’s Disciplinary Rules, which MRX currently incorporates by reference, and because the introductory paragraphs ensure that any differences are preserved, the proposed changes do not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Finally, the Exchange believes that the proposed amendments, including the technical amendments contained herein, do not impose an undue burden on competition because the amendments to relocate the Rules are non-substantive. This rule change is intended to bring greater clarity to the Exchange’s Rules. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or 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 PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 37145 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)(iii) of the Act 27 and subparagraph (f)(6) of Rule 19b–4 thereunder.28 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 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– MRX–2020–12 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–MRX–2020–12. 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 (https://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 27 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file 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. 28 17 E:\FR\FM\19JNN1.SGM 19JNN1 37146 Federal Register / Vol. 85, No. 119 / Friday, June 19, 2020 / Notices 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–MRX–2020–12 and should be submitted on or before July 10, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.29 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–13204 Filed 6–18–20; 8:45 am] BILLING CODE 8011–01–P Zachary A. Parker, Director, Office of Directives Management, Department of State. DEPARTMENT OF STATE [Public Notice 11142] [FR Doc. 2020–13193 Filed 6–18–20; 8:45 am] BILLING CODE 4710–08–P khammond on DSKJM1Z7X2PROD with NOTICES U.S. Department of State Advisory Committee on Private International Law: Notice of Annual Meeting DEPARTMENT OF STATE The Department of State’s Advisory Committee on Private International Law (ACPIL) will hold its annual meeting on Tuesday, July 28, 2020. The meeting will be held in WebEx. The program is scheduled to run from 1:00 p.m. to 5:00 p.m. During the meeting, we will discuss major developments in private international law over the past year, including the finalization of the Convention on the Recognition and Enforcement of Foreign Judgments and the Singapore Convention on Mediation. We will also discuss expected work in the area of international family law in the coming year and seek comments on the draft Code of Conduct for Adjudicators in Investor-State Dispute Settlement, prepared jointly by the secretariats of United Nations Commission on International Trade Law (UNCITRAL) and the International Centre for the Settlement of Investment Disputes (ICSID). Finally, we will be seeking input from members on possible future projects for the United Nations 29 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:17 Jun 18, 2020 Commission on International Trade Law (UNCITRAL) and United Nations International Institute for Unification of Private Law (UNIDROIT). If time allows other topics of interest could be discussed. Members of the public may attend this virtual session and will be permitted to participate in the question and answer discussion period following the formal ACPIL presentation on each agenda topic in accordance with the Chair’s instructions. Members of the public may also submit a brief statement (less than three pages) or comments to the committee in writing for inclusion in the public minutes of the meeting to pil@state.gov. Virtual attendance is limited to 100 persons, so each member of the public that wishes to attend this session must provide: Name, contact information, and affiliation to Tricia Smeltzer at pil@state.gov, not later than July 14, 2020. When you register, please indicate whether you require captioning. The WebEx site and agenda will be forwarded to individuals who register by that time, up to the capacity of the meeting. Requests made after that date will be considered but might not be able to be fulfilled. Jkt 250001 Updating the State Department’s List of Entities and Subentities Associated With Cuba (Cuba Restricted List); Correction Updated publication of list of entities and subentities; notice; correction. ACTION: The Department of State published a document in the Federal Register of June 12, 2020, concerning an update to its List of Restricted Entities and Subentities Associated with Cuba (Cuba Restricted List). The document contained one omission from the list. FOR FURTHER INFORMATION CONTACT: Emily Belson, Office of Economic Sanctions Policy and Implementation, 202–647–6526; Robert Haas, Office of the Coordinator for Cuban Affairs, tel.: 202–453–8456, Department of State, Washington, DC 20520. SUPPLEMENTARY INFORMATION: SUMMARY: Correction In the Federal Register of June 12, 2020, in FR Doc. 2020–12746, on page 35974, in the third column, correct PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 subheading ‘‘Additional Subentities of CIMEX’’ to include ‘‘FINCIMEX Effective [DATE PUBLISHED IN FEDERAL REGISTER]’’ on a line after ‘‘ECUSE — Empresa Cubana de Servicios’’ and before ‘‘Inmobiliaria CIMEX (Real Estate).’’ Zachary A. Parker, Director, Office of Directives Management, Department of State. [FR Doc. 2020–13192 Filed 6–18–20; 8:45 am] BILLING CODE 4710–29–P SURFACE TRANSPORTATION BOARD 30-Day Notice of Intent To Seek Extension of Approval of Collection: Report of Fuel Cost, Consumption, and Surcharge Revenue Surface Transportation Board. Notice; withdrawal and request for comments. AGENCY: ACTION: As required by the Paperwork Reduction Act of 1995 (PRA), the Surface Transportation Board (STB or Board) gives notice of its intent to seek approval from the Office of Management and Budget (OMB) for an extension of the collection of the Report of Fuel Cost, Consumption, and Surcharge Revenue, as described below. The Board previously published a notice about this collection in the Federal Register on April 17, 2020. That notice allowed for a 60-day public review and comment period. No comments were received. DATES: The document published on May 29, 2020 (85 FR 32437) is withdrawn as of June 19, 2020. Comments on the information collection in this document should be submitted by July 20, 2020. ADDRESSES: Written comments should be identified as ‘‘Paperwork Reduction Act Comments, Surface Transportation Board: Report of Fuel Cost, Consumption, and Surcharge Revenue.’’ Written comments for the proposed information collection should be submitted via www.reginfo.gov/public/ do/PRAMain. This information collection can be accessed by selecting ‘‘Currently under Review—Open for Public Comments’’ or by using the search function. As an alternative, written comments may be directed to the Office of Management and Budget, Office of Information and Regulatory Affairs, Attention: Michael J. McManus, Surface Transportation Board Desk Officer: by email at oira_submission@ omb.eop.gov; by fax at (202) 395–1743; or by mail to Room 10235, 725 17th Street NW, Washington, DC 20503. Please also direct comments to Chris Oehrle, PRA Officer, Surface SUMMARY: E:\FR\FM\19JNN1.SGM 19JNN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 85, Number 119 (Friday, June 19, 2020)]
[Notices]
[Pages 37142-37146]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-13204]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89070; File No. SR-MRX-2020-12]


Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend the MRX 
Disciplinary Rules in General 5 To Incorporate by Reference The Nasdaq 
Stock Market LLC's Series 8000 and 9000 Rules

June 15, 2020.
    Pursuant to 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 June 10, 2020, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed with 
the Securities and Exchange Commission (``SEC'' or ``Commission'') the 
proposed rule change as described in Items I, II, and III, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.

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[[Page 37143]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the MRX Disciplinary Rules in 
General 5 to incorporate by reference The Nasdaq Stock Market LLC's 
(``Nasdaq'') Series 8000 and 9000 Rules, currently located under the 
General 5 title of the Nasdaq rulebook,\3\ instead of the BX Rules, 
which the Exchange currently incorporates by reference.
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    \3\ See Securities Exchange Act Release No. 87778 (December 17, 
2019), 84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098).
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    The text of the proposed rule change is available on the Exchange's 
website at https://nasdaqmrx.cchwallstreet.com/, at the principal office 
of the Exchange, 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
    In connection with a recent rule change to relocate the Nasdaq BX, 
Inc. (``BX'') Disciplinary Rules under the General 5 title 
(``Discipline''),\4\ and incorporate by reference The Nasdaq Stock 
Market LLC's (``Nasdaq'') Series 8000 and 9000 Rules, MRX proposes to 
similarly incorporate by reference Nasdaq's Series 8000 and 9000 Rules.
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    \4\ See Securities Exchange Act Release No. 88938 (May 26, 
2020), 88 FR 33235 (June 1, 2020) (SR-BX-2020-009).
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    The BX Disciplinary Rules, which were relocated to General 5 of the 
BX Rules,\5\ were replaced with introductory paragraphs that 
respectively incorporate by reference the Nasdaq Series 8000 and 9000 
Rules (located under the General 5 title in the Nasdaq rulebook).\6\ 
Currently, MRX incorporates the BX Disciplinary Rules within the Series 
8000 and 9000 Rules, which were relocated to General 5 of the BX Rules 
with the aforementioned rule change.\7\ At this time, MRX proposes to 
incorporate by reference the Nasdaq Series 8000 and 9000 Rules (located 
in General 5 Discipline), respectively, and state that such Nasdaq 
Rules shall be applicable to Exchange Members, associated persons, and 
other persons subject to MRX's jurisdiction.
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    \5\ Id.
    \6\ Id. The Exchange notes that the proposed changes will not 
become operative unless and until the Commission approves the 
Exchange's request, to be filed pursuant to Section 36 of the 
Exchange Act and SEC Rule 0-12 thereunder, for an exemption from the 
rule filing requirements of Section 19(b) of the Exchange Act as to 
changes to the Current MRX 8000 Series (new General 5, Section 1) 
and Current MRX 9000 Series (new General 5, Section 2) that are 
effected solely by virtue of a change to the Nasdaq Series 8000 or 
9000 Rules Series.
    \7\ See Securities Exchange Act Release No. 88938 (May 26, 
2020), 88 FR 33235 (June 1, 2020) (SR-BX-2020-009).
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    Except as noted below, the Nasdaq Series 8000 and 9000 Rules are 
substantially similar to BX's Disciplinary Rules, which the Exchange 
currently incorporates by reference. The following discussions identify 
the differences between the current BX Disciplinary Rules and the 
corresponding Nasdaq Disciplinary Rules to be incorporated by reference 
into MRX:
Current BX IM-8310-3(b)
    Current BX Rule 9120(f) provides that ``[t]he term ``Department of 
Enforcement'' means the Department of Enforcement of FINRA Regulation, 
acting on behalf of the Exchange pursuant to the FINRA Regulatory 
Contract.'' \8\ Current BX IM-8310-3(b), however, uses the term 
``Department of Enforcement of FINRA.'' Since Nasdaq IM-8310-3(b) uses 
the term ``Department of Enforcement'' MRX believes it is appropriate 
to utilize the Nasdaq terms going forward and incorporate by reference 
into the MRX rule.
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    \8\ This definition mirrors the one in the Nasdaq rulebook under 
Rule 9120(f).
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Current BX Rule 8320
    In 2010, Nasdaq created Rule 7007 (``Collection of Fees'') to 
facilitate an efficient method of collecting undisputed or final fees, 
fines, charges and/or other monetary sanctions or monies due and owing 
to Nasdaq from The Nasdaq Option Market (``NOM'') Participants.\9\
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    \9\ See Securities Exchange Act Release No. 63536 (December 14, 
2010), 75 FR 80102 (December 21, 2010) (SR-NASDAQ-2010-163). Nasdaq 
Rule 7007 was later relocated to Options Chapter XV, Section 1 and 
then moved to its current location under Options 7, Section 1, in 
the Nasdaq rulebook shell. See Securities Exchange Act Release No. 
66158 (January 13, 2012), 75 FR 80102 (January 13, 2012) (SR-NASDAQ-
2012-006) and Securities Exchange Act Release No. 84684 (November 
29, 2018), 83 FR 62936 (December 6, 2018) (SR-NASDAQ-2018-098).
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    Similarly, in 2012, BX adopted its options market rules (``BX 
Options Market'') to operate as a fully automated, price/time priority 
execution system built on the core functionality of NOM.\10\ In its 
filing, BX proposed to adopt, under respective Chapter XV, Section 2, a 
rule identical to the Nasdaq Collection of Fees rule.\11\ Although, at 
the time of its creation, the Nasdaq Collection of Fees rule was cross-
referenced to current Nasdaq Rule 8320(a)(1),\12\ such cross-reference 
was not included in the filing that created the BX Options Market. MRX 
also has the same Collection of Fees rule,\13\ that is identical to the 
Nasdaq rule. Because BX Rule 8320, which MRX incorporates by reference, 
does not include a cross-reference to the Collection of Fees rule, MRX 
will follow the Nasdaq rule going forward, which has the correct cross-
reference. The Exchange also proposes to add rule text, within General 
5, Section 3, to note the distinction between the location of the 
Collection of Fees rules. Specifically, the Exchange proposes to add 
rule text to provide that references in the Nasdaq 8000 Series to 
``Nasdaq's Options 7, Section 1'' shall be read to refer to MRX Options 
7, Section 2.
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    \10\ Securities Exchange Act Release No. 67256 (June 26, 2012), 
77 FR 39277 (July 2, 2012) (SR-BX-2012-030). This rule was later 
relocated to the BX Rulebook shell. See Securities Exchange Act 
Release No. 84326 (October 1, 2018), 83 FR 50414 (October 1, 2018) 
(SR-BX-2018-046).
    \11\ Id.
    \12\ See supra note 9.
    \13\ See MRX Options 7, Section 2.
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    Based on the above, the Exchange believes that it is appropriate 
that MRX adopts the aforementioned cross-reference to make the 
collection of fees owed to the Exchange more efficient. Therefore, the 
Exchange believes that it is appropriate to incorporate by reference 
Nasdaq Rule 8320 into MRX Rules.
Current BX Rule 9120
    In 2018, BX amended its Disciplinary Rules to align them with the 
investigatory and disciplinary processes of Nasdaq PHLX LLC 
(``Phlx'').\14\ As stated in its proposal, the changes to the 
``Interested Staff'' concept (which, at the time, was relocated under 
9120(r)) were done to conform the BX rule to Phlx's definition. At the 
time, however, the proposed harmonizing changes to BX Rule 
9120(r)(1)(B) inadvertently

[[Page 37144]]

excluded the words ``Head of'' and omitted to add the word ``the''; 
indeed, the text should have read ``Head of the Exchange's Regulation 
Department'' instead of, simply, ``Exchange's Regulation Department.''
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    \14\ See Securities Exchange Act Release No. 84354 (October 3, 
2018), 83 FR 50723 (October 9, 2018) (SR-BX-2018-042).
---------------------------------------------------------------------------

    The correct definition, as explained above, would also align with 
the term currently defined in Nasdaq Rule 9120(r)(1)(B), which provides 
that ``Interested Staff'' shall mean ``an Exchange employee of the 
Nasdaq Regulation Department who reports, directly or indirectly, to 
the Head of the Nasdaq Regulation Department.''
    The Exchange believes that it is appropriate to apply Nasdaq Rule 
9120 and to incorporate it by reference into the MRX rule. 
Additionally, the Exchange notes that applying Nasdaq Rule 9120 and 
incorporating it by reference into the Exchange rule should correct a 
typo in current BX Rule 9120(v) that erroneously uses the term 
``RINRA'' instead of the acronym ``FINRA.''
Current BX Rule 9231
    The Exchange proposes to adopt the cross-reference in Nasdaq Rule 
9231(c) concerning the appointment of arbitrators pursuant to the FINRA 
Rules 12000 and 13000 Series (the ``FINRA Arbitration Rules''). Current 
BX Rule 9231(c) provides that arbitrators shall be appointed pursuant 
to BX General 6 (``BX Arbitration Rules'').\15\ The BX Arbitration 
Rules incorporate by reference the similar Nasdaq arbitration rules 
(also under Nasdaq's General 6 title); MRX's arbitration rules within 
General 6 also incorporate Nasdaq's arbitration rules; in turn, the 
Nasdaq rules incorporate the FINRA Arbitration Rules by reference into 
its text. Following the incorporation by reference of Nasdaq Rule 9231, 
MRX Rule 9231(c) will directly cross-reference the FINRA Arbitration 
Rules, which will not create any differences from the current ISE 
rules.
---------------------------------------------------------------------------

    \15\ See Securities Exchange Act Release No. 84476 (October 24, 
2018), 83 FR 54630 (October 30, 2018) (SR-BX-2018-048).
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Current BX Rule 9232
    Currently, Nasdaq Rule 9232(a) provides a cross-reference to 
subsections (A) through (D) in Nasdaq Rule 9231(b)(1), whereas current 
BX Rule 9232(a) simply provides a reference to BX Rule 9231(b)(1). The 
Exchange believes that it is appropriate to apply Nasdaq Rule 9232(a) 
and incorporate it by reference into the MRX rule since the Nasdaq rule 
contains a more precise cross-reference to Nasdaq Rule 9231(b)(1).
Current BX Rule 9522
    The Exchange proposes to apply and incorporate by reference Nasdaq 
Rule 9522 in place of current BX Rule 9522. This proposal amends the 
first sentence in current BX Rule 9522(a)(1) by replacing the term 
``Exchange's Regulation Department'' with the term ``Department of 
Member Regulation'' as currently provided in Nasdaq Rule 9522(a)(1). As 
previously indicated by the Exchange,\16\ the FINRA Department of 
Member Regulation \17\ currently performs the functions described in 
current BX Rule 9522. Therefore, applying the Nasdaq rule and 
incorporating it by reference into MRX Rule 9522, provides clarity to 
the rule text and aligns it with Nasdaq and Phlx's rules.
---------------------------------------------------------------------------

    \16\ See Securities Exchange Act Release No. 84354 (October 3, 
2018), 83 FR 50724 (October 9, 2018) (SR-BX-2018-042).
    \17\ As defined in BX 9120(g).
---------------------------------------------------------------------------

    The MRX introductory paragraphs currently list instances in which 
various terms and rules within the BX Disciplinary Rules shall be read 
to refer to Exchange specific rules and terms. Replacing references to 
``BX'' with ``Nasdaq'' in this introductory paragraph should align the 
Nasdaq and MRX rules. All of these specific terms are identical as 
between the Nasdaq and BX Rules and, therefore, the term ``BX'' is 
being replaced with ``Nasdaq.''
    The Exchange also proposes to remove certain references within MRX 
General 5, Section 3, Code of Procedure, which are no longer necessary 
because they align with the current rules referenced within the Nasdaq 
9000 Rule Series.\18\ The Exchange also proposes to amend certain 
references to Nasdaq Rules, as a result of the relocation of certain 
Nasdaq Rules in conjunction with a larger Rulebook relocation.\19\ 
Specifically, the Exchange proposes to amend: (a) Rule 1160 to 
relocated General 2, Section 11; (b) Equity Rules 2110 and 2120 to 
relocated General 9, Section 1; \20\ (c) Equity Rule 2150 to relocated 
General 9, Section 2.\21\ Additionally, as noted above, the Exchange 
proposes to add rule text to provide that references in the Nasdaq 8000 
Series to ``Nasdaq's Options 7, Section 1'' shall be read to refer to 
MRX Options 7, Section 2.
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    \18\ The following Nasdaq Rules were relocated in connection 
with a Nasdaq rule relocation filing: Rules 0120, 1070, 1160, 4110A, 
4120A; Equity Rules 2110, 2120, 2140, 2150; Rule 1000 Series and 
Chapter III, Section 16. See Securities Exchange Act Release No. 
87778 (December 17, 2019), 84 FR 70590 (December 23, 2019) (SR-
NASDAQ-2019-098) (Notice of Filing and Immediate Effectiveness of 
Proposed Rule Change To Relocate Rules From Its Current Rulebook 
Into Its New Rulebook Shell).
    \19\ See Securities Exchange Act Release No. 87778 (December 17, 
2019), 84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098) (Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change To 
Relocate Rules From Its Current Rulebook Into Its New Rulebook 
Shell).
    \20\ Equity Rule 2120 was more specifically relocated to General 
9, Section 1(g), however the Nasdaq Rule 9000 Series only reference 
General 9, Section 1.
    \21\ Id.
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    The Exchange also proposes to update certain MRX rule references. 
The proposed updated reference to ``General 9, Section 1'', replacing 
Equity Rule 2110, would refer to Nasdaq MRX Options 9, Section 1. The 
Section 1 is being added as a more specific reference. Additionally, 
the proposed updated reference to ``General 9, Section 1'', replacing 
Equity Rule 2120, would refer to Nasdaq MRX Options 9, Section 6. The 
Section 6 is being added as a more specific reference.
Other Technical Amendments
    Further, the Exchange proposes to amend references to General 5 to 
more specific references to the Nasdaq 9000 Series Rules, which 
pursuant to the proposed incorporation by reference will become MRX 
Rules. Specifically, the Exchange proposes to amend General 1, Section 
1 (Definitions); General 3, Section 2 (Denial of and Conditions to 
Becoming a Member); and General 3, Section 6 (Dissolution and 
Liquidation of Members). Further, the Exchange proposes to amend 
General 1, ``Provisions'' to General 1, ``General Provisions'' to 
mirror the name of the Chapter on Nasdaq Phlx LLC, Nasdaq BX, Inc., and 
Nasdaq.
    The Exchange also proposes to amend a typographical error within 
General 5, Sections 2 and 3 to remove a hyphen. The Exchange also 
proposes to amend a reference to Nasdaq MRX Rule 1614 within General 5, 
Section 3 to instead reference Options 11, Section 1(b) to reflect a 
relocated rule, and correct a typographical error to remove a stray 
period.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\22\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\23\ in particular, in that it is designed to 
promote just and equitable principles of trade and to protect investors 
and the public interest by consolidating its rules into a single rule 
set. The various Nasdaq exchanges (``Affiliated Exchanges'') have filed 
similar proposed rule changes to amend and relocate their disciplinary 
rules \24\ in order that the

[[Page 37145]]

Nasdaq 8000 Series and 9000 Series Rules, which govern the 
investigative and disciplinary processes, are similarly consolidated 
and incorporated by reference.\25\ To the extent there will be 
differences remaining between the two rule sets, the Exchange notes 
those differences in introductory paragraphs to each of MRX's 
Disciplinary Rules.
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    \22\ 15 U.S.C. 78f(b).
    \23\ 15 U.S.C. 78f(b)(5).
    \24\ See Securities Exchange Act Release No. 86138 (July 18, 
2019), 84 FR 29567 (July 24, 2019) (SR-ISE-2019-17); Securities 
Exchange Act Release No. 86346 (July 10, 2019), 84 FR 33999 (July 
16, 2019) (SR-GEMX-2019-08); and Securities Exchange Act Release No. 
86424 (July 12, 2019), 84 FR 36134 (July 26, 2019) (SR-MRX-2019-15); 
and Securities Exchange Act Release No. 87778 (December 17, 2019), 
84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098). Similarly, 
Phlx recently submitted a proposal to relocate its disciplinary 
rules. See Securities Exchange Act Release No. 88519 (March 31, 
2020), 85 FR 19203 (April 6, 2020) (SR-Phlx-2020-09).
    \25\ See Securities Exchange Act Release Nos. 88519 (March 31, 
2020), 85 FR 19203 (April 6, 2020) (SR-Phlx-2020-09); and 88938 (May 
26, 2020), 88 FR 33235 (June 1, 2020) (SR-BX-2020-009), as well as 
SR-ISE-2020-22 and SR-GEMX-2020-15.
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    Incorporating the Nasdaq Disciplinary Rules by reference into the 
MRX Rules, instead of the BX Disciplinary Rules, will conform the 
alignment of these rules and permit the rules of Phlx, BX, Nasdaq ISE, 
LLC, Nasdaq MRX, LLC and MRX to be incorporated by reference to one 
rule set. This proposal would permit the Nasdaq Series 8000 and 9000 
Rules to be the source document for all of the Nasdaq Exchanges' 
investigative and disciplinary processes. The Exchange notes that its 
current Disciplinary Rules are not substantively changing. The Exchange 
desires to conform its rules to give its Members and the members of its 
Affiliated Exchanges the ability to quickly locate rules in one central 
location and also to have a unified disciplinary rule set.
    The Exchange also believes that the proposal is consistent with 
Section 6(b)(6) of the Act,\26\ which requires that the rules of an 
exchange provide that its Members be appropriately disciplined for 
violations of the Act as well as the rules and regulations thereunder, 
or 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.
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    \26\ 15 U.S.C. 78f(b)(6).
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Other Technical Amendments
    These technical amendments are intended to align MRX with other 
Nasdaq affiliated markets Rulebooks. Nasdaq Phlx LLC and Nasdaq BX, 
Inc. Rulesets are also incorporating by reference the Nasdaq Rules and 
those rulesets provide specific references to the Nasdaq disciplinary 
rules within the 9000 Series.

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 not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange believes that this 
rule change does not impose an undue burden on competition because the 
Nasdaq Series 8000 and 9000 Rules, which are substantially similar to 
BX's Disciplinary Rules, will be incorporated by reference into MRX's 
Rules. Those rules will now apply to MRX Members, associated persons, 
and other persons subject to the Exchange's jurisdiction. To the extent 
that there will be differences remaining between the two rule sets, the 
Exchange notes those differences in introductory paragraphs to each of 
MRX's Disciplinary Rules. As noted above, the proposed introductory 
paragraphs list instances in which cross references in Nasdaq Series 
8000 and 9000 Rules to other Nasdaq rules shall be read to refer 
instead to the Exchange Rules, and references to Nasdaq terms (whether 
or not defined) shall be read to refer to the Exchange-related meanings 
of those terms. Because Nasdaq Current Series 8000 and 9000 Rules are 
substantially similar to BX's Disciplinary Rules, which MRX currently 
incorporates by reference, and because the introductory paragraphs 
ensure that any differences are preserved, the proposed changes do not 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.
    Finally, the Exchange believes that the proposed amendments, 
including the technical amendments contained herein, do not impose an 
undue burden on competition because the amendments to relocate the 
Rules are non-substantive. This rule change is intended to bring 
greater clarity to the Exchange's Rules.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or 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)(iii) of the Act \27\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\28\
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    \27\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \28\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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.
---------------------------------------------------------------------------

    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 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MRX-2020-12 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-MRX-2020-12. 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 (https://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

[[Page 37146]]

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-MRX-
2020-12 and should be submitted on or before July 10, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-13204 Filed 6-18-20; 8:45 am]
BILLING CODE 8011-01-P

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