Self-Regulatory Organizations; MEMX, LLC; Order Declaring Effective a Minor Rule Violation Plan, 58081-58082 [2020-20475]
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Federal Register / Vol. 85, No. 181 / Thursday, September 17, 2020 / Notices
jbell on DSKJLSW7X2PROD with NOTICES
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 will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
Number SR–C2–2020–013 and should
be submitted on or before October 8,
2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
J. Matthew DeLesDernier,
Assistant Secretary.
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:
[FR Doc. 2020–20476 Filed 9–16–20; 8:45 am]
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–
C2–2020–013 on the subject line.
Self-Regulatory Organizations; MEMX,
LLC; Order Declaring Effective a Minor
Rule Violation Plan
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–C2–2020–013. 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
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
VerDate Sep<11>2014
17:37 Sep 16, 2020
Jkt 250001
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–89836; File No. 4–764]
September 11, 2020.
On August 5, 2020, MEMX, LLC
(‘‘MEMX’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) a
proposed minor rule violation plan
(‘‘MRVP’’ or ‘‘Plan’’) pursuant to Section
19(d)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19d–1(c)(2)
thereunder.2 The proposed MRVP was
published for public comment on
August 11, 2020.3 This order declares
the Exchange’s proposed MRVP
effective.4
The Exchange’s MRVP specifies the
rule violations which will be included
in the Plan and will have sanctions not
exceeding $2,500. Any violations which
are resolved under the MRVP would not
be subject to the provisions of Rule 19d–
1(c)(1) of the Act,5 which requires that
a self-regulatory organization (‘‘SRO’’)
promptly file notice with the
Commission of any final disciplinary
action taken with respect to any person
or organization.6 In accordance with
14 17
CFR 200.30–3(a)(12).
U.S.C. 78s(d)(1).
2 17 CFR 240.19d–1(c)(2).
3 See Securities Exchange Act Release No. 89485
(August 5, 2020), 85 FR 48577 (‘‘Notice’’). The
Commission received one comment letter that was
not germane to the proposal. See letter dated
August 24, 2020, from Angela N B.
4 Terms not otherwise defined herein are defined
in the Exchange Rules.
5 17 CFR 240.19d–1(c)(1).
6 The Commission adopted amendments to
paragraph (c) of Rule 19d–1 to allow SROs to
submit for Commission approval plans for the
abbreviated reporting of minor disciplinary
infractions. See Securities Exchange Act Release
No. 21013 (June 1, 1984), 49 FR 23828 (June 8,
1984). Any disciplinary action taken by an SRO
against any person for violation of a rule of the SRO
which has been designated as a minor rule violation
pursuant to such a plan filed with and declared
effective by the Commission is not considered
‘‘final’’ for purposes of Section 19(d)(1) of the Act
if the sanction imposed consists of a fine not
exceeding $2,500 and the sanctioned person has not
1 15
PO 00000
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Fmt 4703
Sfmt 4703
58081
Rule 19d–1(c)(2) under the Act,7 the
Exchange proposed to designate certain
specified rule violations as minor rule
violations, and requested that it be
relieved of the prompt reporting
requirements regarding such violations,
provided it gives notice of such
violations to the Commission on a
quarterly basis.
The Exchange proposed to include in
its MRVP the procedures included in
Exchange Rule 8.15 (‘‘Imposition of
Fines for Minor Violation(s) of Rules’’)
and the violations included in Rule
8.15.01 (‘‘List of Exchange Rule
Violations and Recommended Fine
Schedule Pursuant to Rule 8.15’’).8
According to the Exchange’s MRVP,
under Rule 8.15(a), the Exchange may
impose a fine (not to exceed $2,500) on
any Member, associated person of a
Member, or registered or non-registered
employee of a Member, for any violation
of a Rule of the Exchange which
violation the Exchange shall have
determined is minor in nature, as set
forth in Rule 8.15.01. The Exchange may
aggregate similar violations generally if
the conduct was unintentional, there
was no injury to public investors, or the
violations resulted from a single
systemic problem or cause that has been
corrected. In any action taken by the
Exchange pursuant to Rule 8.15, the
person against whom a fine is imposed
shall be served with a written statement,
signed by an authorized officer of the
Exchange, setting forth (i) the Rule or
Rules alleged to have been violated; (ii)
the act or omission constituting each
such violation; (iii) the fine imposed for
each such violation; and (iv) the date by
which such determination becomes
final and such fine becomes due and
payable to the Exchange. Pursuant to
paragraph (c) of Rule 8.15, if the person
against whom a fine is imposed
pursuant to Rule 8.15 pays such fine,
that payment shall be deemed to be a
waiver by of such person’s right to a
disciplinary proceeding under Rules 8.1
through 8.13 and any review of the
matter by the Appeals Committee or by
the Board. Any person against whom a
fine is imposed pursuant to Rule 8.15
sought an adjudication, including a hearing, or
otherwise exhausted his administrative remedies.
7 17 CFR 240.19d–1(c)(2).
8 The Exchange received its grant of registration
on May 4, 2020, which included the rules that
govern the Exchange. Contemporaneous with this
submission, the Exchange filed with the
Commission a rule filing that proposed a minor
amendment to Rule 8.15(a) and a proposed change
to Rule 8.15.01 to add Rules 4.5 through 4.16
(Consolidated Audit Trail Compliance Rules). This
submission proposed the Exchange’s MRVP,
including those proposed changes to Rules 8.15 and
8.15.01. See Securities Exchange Act Release No.
89509 (August 7, 2020), 85 FR 49407 (August 13,
2020) (SR–MEMX–2020–03).
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58082
Federal Register / Vol. 85, No. 181 / Thursday, September 17, 2020 / Notices
may contest such a finding pursuant to
paragraph (d) of Rule 8.15 by filing with
the Exchange not later than the date by
which such determination must be
contested (such date to be not less than
15 business days after the date of service
of the written statement by the
Exchange) a written response meeting
the requirements provided in Rule 8.5 at
which point the matter shall become a
disciplinary proceeding subject to the
provisions of Rules 8.1 through 8.13.9
Once MEMX’s MRVP is effective, the
Exchange will provide to the
Commission a quarterly report for any
actions taken on minor rule violations
under the MRVP. The quarterly report
will include: The Exchange’s internal
file number for the case, the name of the
individual and/or organization, the
nature of the violation, the specific rule
provision violated, the sanction
imposed, the number of times the rule
violation occurred, and the date of the
disposition.
The Commission finds that the
proposal is consistent with the public
interest, the protection of investors, and
otherwise in furtherance of the purposes
of the Act, as required by Rule 19d–
1(c)(2) under the Act,10 because the
MRVP will permit the Exchange to carry
out its oversight and enforcement
responsibilities as an 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 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 8.15.
The Commission believes that the
violation of an SRO’s rules, as well as
Commission rules, is a serious matter.
However, Exchange Rule 8.15 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 MRVP is appropriate, or
whether a violation requires formal
disciplinary action.
It is therefore ordered, pursuant to
Rule 19d–1(c)(2) under the Act,11 that
the proposed MRVP for MEMX LLC,
9 See,
10 17
Notice, supra note 3.
CFR 240.19d–1(c)(2).
11 Id.
VerDate Sep<11>2014
File No. 4–764, be, and hereby is,
declared effective.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–20475 Filed 9–16–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34006; 812–15108]
Rand Capital Corporation, et al.
September 11, 2020.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of application for an order
(‘‘Order’’) under sections 17(d) and 57(i)
of the Investment Company Act of 1940
(the ‘‘Act’’) and rule 17d–1 under the
Act to permit certain joint transactions
otherwise prohibited by sections 17(d)
and 57(a)(4) of the Act and rule 17d–1
under the Act.
Summary of Application: Applicants
request an order to permit certain
business development companies and
closed-end management investment
companies to co-invest in portfolio
companies with each other and with
affiliated investment funds and
accounts.
Applicants: Rand Capital Corporation
(the ‘‘Company’’), BlueArc Mezzanine
Partners I, LP (the ‘‘Existing East
Propriety Fund’’), Rand Capital SBIC,
Inc. (the ‘‘Existing Wholly-Owned
Subsidiary’’), Rand Capital
Management, LLC (‘‘BDC Adviser’’),
East Asset Management, LLC (‘‘East’’)
and Rand Capital Credit, LLC (‘‘RCC
Adviser,’’ and, together with the BDC
Adviser, the ‘‘Existing Advisers’’).
Filing Dates: The application was
filed on March 13, 2020, and amended
on July 24, 2020, August 19, 2020 and
September 4, 2020.
Hearing or Notification of Hearing: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants
with a copy of the request by email.
Hearing requests should be received by
the Commission by 5:30 p.m. on
October 6, 2020 and should be
accompanied by proof of service on the
applicants, in the form of an affidavit,
12 17
17:37 Sep 16, 2020
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PO 00000
CFR 200.30–3(a)(44).
Frm 00050
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or, for lawyers, a certificate of service.
Pursuant to Rule 0–5 under the Act,
hearing requests should state the nature
of the writer’s interest, any facts bearing
upon the desirability of a hearing on the
matter, the reason for the request, and
the issues contested. Persons who wish
to be notified of a hearing may request
notification by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
agusky@emslp.com and pgrum@
randcapital.com.
FOR FURTHER INFORMATION CONTACT:
Marc Mehrespand, Senior Counsel, at
(202) 551–8453 or Trace Rakestraw,
Branch Chief, at (202) 551–6825
(Division of Investment Management,
Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Introduction
1. The applicants request an order of
the Commission under sections 17(d)
and 57(i) under the Act and rule 17d–
1 under the Act to permit, subject to the
terms and conditions set forth in the
application (the ‘‘Conditions’’), one or
more Regulated Funds 1 and or one or
more Affiliated Funds 2 to enter into Co1 ‘‘Regulated Funds’’ means the Company, the
Future Regulated Funds and the BDC Downstream
Funds. ‘‘Future Regulated Fund’’ means a closedend management investment company (a) that is
registered under the Act or has elected to be
regulated as a BDC, (b) whose investment adviser
(and sub-adviser(s), if any) are an Adviser, and (c)
that intends to participate in the proposed coinvestment program (the ‘‘Co-Investment
Program’’).
‘‘Adviser’’ means the Existing Advisers together
with any future investment adviser that (i) controls,
is controlled by or is under common control with
the Existing Advisers, (ii) (a) is registered as an
investment adviser under the Investment Advisers
Act of 1940 (the ‘‘Advisers Act’’) or (b) is an exempt
reporting adviser pursuant to rule 203(m) of the
Advisers Act (‘‘Exempt Reporting Adviser’’) and
(iii) is not a Regulated Fund or a subsidiary of a
Regulated Fund.
2 ‘‘Affiliated Fund’’ means at any Future
Affiliated Fund, any Rand Capital Proprietary
Account or any East Proprietary Account. ‘‘Future
Affiliated Fund’’ means any entity (a) whose
investment adviser (and sub-adviser(s), if any) are
an Adviser, (b) that would be an investment
company but for Section 3(c)(1), 3(c)(5)(C) or 3(c)(7)
of the Act, (c) that intends to participate in the CoInvestment Program, and (d) that is not a BDC
Downstream Fund. ‘‘Rand Capital Proprietary
Account’’ means any Adviser in a principal
capacity, and any direct or indirect, wholly- or
majority-owned subsidiary of an Adviser that is
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]]>Agencies
[Federal Register Volume 85, Number 181 (Thursday, September 17, 2020)]
[Notices]
[Pages 58081-58082]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-20475]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-89836; File No. 4-764]
Self-Regulatory Organizations; MEMX, LLC; Order Declaring
Effective a Minor Rule Violation Plan
September 11, 2020.
On August 5, 2020, MEMX, LLC (``MEMX'' or the ``Exchange'') filed
with the Securities and Exchange Commission (``Commission'') a proposed
minor rule violation plan (``MRVP'' or ``Plan'') pursuant to Section
19(d)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule
19d-1(c)(2) thereunder.\2\ The proposed MRVP was published for public
comment on August 11, 2020.\3\ This order declares the Exchange's
proposed MRVP effective.\4\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(d)(1).
\2\ 17 CFR 240.19d-1(c)(2).
\3\ See Securities Exchange Act Release No. 89485 (August 5,
2020), 85 FR 48577 (``Notice''). The Commission received one comment
letter that was not germane to the proposal. See letter dated August
24, 2020, from Angela N B.
\4\ Terms not otherwise defined herein are defined in the
Exchange Rules.
---------------------------------------------------------------------------
The Exchange's MRVP specifies the rule violations which will be
included in the Plan and will have sanctions not exceeding $2,500. Any
violations which are resolved under the MRVP would not be subject to
the provisions of Rule 19d-1(c)(1) of the Act,\5\ which requires that a
self-regulatory organization (``SRO'') promptly file notice with the
Commission of any final disciplinary action taken with respect to any
person or organization.\6\ In accordance with Rule 19d-1(c)(2) under
the Act,\7\ the Exchange proposed to designate certain specified rule
violations as minor rule violations, and requested that it be relieved
of the prompt reporting requirements regarding such violations,
provided it gives notice of such violations to the Commission on a
quarterly basis.
---------------------------------------------------------------------------
\5\ 17 CFR 240.19d-1(c)(1).
\6\ The Commission adopted amendments to paragraph (c) of Rule
19d-1 to allow SROs to submit for Commission approval plans for the
abbreviated reporting of minor disciplinary infractions. See
Securities Exchange Act Release No. 21013 (June 1, 1984), 49 FR
23828 (June 8, 1984). Any disciplinary action taken by an SRO
against any person for violation of a rule of the SRO which has been
designated as a minor rule violation pursuant to such a plan filed
with and declared effective by the Commission is not considered
``final'' for purposes of Section 19(d)(1) of the Act if the
sanction imposed consists of a fine not exceeding $2,500 and the
sanctioned person has not sought an adjudication, including a
hearing, or otherwise exhausted his administrative remedies.
\7\ 17 CFR 240.19d-1(c)(2).
---------------------------------------------------------------------------
The Exchange proposed to include in its MRVP the procedures
included in Exchange Rule 8.15 (``Imposition of Fines for Minor
Violation(s) of Rules'') and the violations included in Rule 8.15.01
(``List of Exchange Rule Violations and Recommended Fine Schedule
Pursuant to Rule 8.15'').\8\ According to the Exchange's MRVP, under
Rule 8.15(a), the Exchange may impose a fine (not to exceed $2,500) on
any Member, associated person of a Member, or registered or non-
registered employee of a Member, for any violation of a Rule of the
Exchange which violation the Exchange shall have determined is minor in
nature, as set forth in Rule 8.15.01. The Exchange may aggregate
similar violations generally if the conduct was unintentional, there
was no injury to public investors, or the violations resulted from a
single systemic problem or cause that has been corrected. In any action
taken by the Exchange pursuant to Rule 8.15, the person against whom a
fine is imposed shall be served with a written statement, signed by an
authorized officer of the Exchange, setting forth (i) the Rule or Rules
alleged to have been violated; (ii) the act or omission constituting
each such violation; (iii) the fine imposed for each such violation;
and (iv) the date by which such determination becomes final and such
fine becomes due and payable to the Exchange. Pursuant to paragraph (c)
of Rule 8.15, if the person against whom a fine is imposed pursuant to
Rule 8.15 pays such fine, that payment shall be deemed to be a waiver
by of such person's right to a disciplinary proceeding under Rules 8.1
through 8.13 and any review of the matter by the Appeals Committee or
by the Board. Any person against whom a fine is imposed pursuant to
Rule 8.15
[[Page 58082]]
may contest such a finding pursuant to paragraph (d) of Rule 8.15 by
filing with the Exchange not later than the date by which such
determination must be contested (such date to be not less than 15
business days after the date of service of the written statement by the
Exchange) a written response meeting the requirements provided in Rule
8.5 at which point the matter shall become a disciplinary proceeding
subject to the provisions of Rules 8.1 through 8.13.\9\
---------------------------------------------------------------------------
\8\ The Exchange received its grant of registration on May 4,
2020, which included the rules that govern the Exchange.
Contemporaneous with this submission, the Exchange filed with the
Commission a rule filing that proposed a minor amendment to Rule
8.15(a) and a proposed change to Rule 8.15.01 to add Rules 4.5
through 4.16 (Consolidated Audit Trail Compliance Rules). This
submission proposed the Exchange's MRVP, including those proposed
changes to Rules 8.15 and 8.15.01. See Securities Exchange Act
Release No. 89509 (August 7, 2020), 85 FR 49407 (August 13, 2020)
(SR-MEMX-2020-03).
\9\ See, Notice, supra note 3.
---------------------------------------------------------------------------
Once MEMX's MRVP is effective, the Exchange will provide to the
Commission a quarterly report for any actions taken on minor rule
violations under the MRVP. The quarterly report will include: The
Exchange's internal file number for the case, the name of the
individual and/or organization, the nature of the violation, the
specific rule provision violated, the sanction imposed, the number of
times the rule violation occurred, and the date of the disposition.
The Commission finds that the proposal is consistent with the
public interest, the protection of investors, and otherwise in
furtherance of the purposes of the Act, as required by Rule 19d-1(c)(2)
under the Act,\10\ because the MRVP will permit the Exchange to carry
out its oversight and enforcement responsibilities as an SRO more
efficiently in cases where full disciplinary proceedings are not
necessary due to the minor nature of the particular violation.
---------------------------------------------------------------------------
\10\ 17 CFR 240.19d-1(c)(2).
---------------------------------------------------------------------------
In declaring the Exchange's 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
8.15. The Commission believes that the violation of an SRO's rules, as
well as Commission rules, is a serious matter. However, Exchange Rule
8.15 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 MRVP is
appropriate, or whether a violation requires formal disciplinary
action.
It is therefore ordered, pursuant to Rule 19d-1(c)(2) under the
Act,\11\ that the proposed MRVP for MEMX LLC, File No. 4-764, be, and
hereby is, declared effective.
---------------------------------------------------------------------------
\11\ Id.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
---------------------------------------------------------------------------
\12\ 17 CFR 200.30-3(a)(44).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-20475 Filed 9-16-20; 8:45 am]
BILLING CODE 8011-01-P
