80200 Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 

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

2 17 CFR 240.19b–4. 

30, 2020, Applicant derived 

approximately 82% of its gross income 

from securities (other than Qualifying 

Real Estate Assets) and approximately 

18% of its gross income from Qualifying 

Real Estate Assets. Applicant expects its 

income from securities (other than 

Qualifying Real Estate Assets and other 

assets that are not Qualifying Real Estate 

Assets but which are real estate-related 

assets (‘‘Real Estate-Related Assets’’) to 

continue to decrease, and its income 

from Qualifying Real Estate Assets and 

Real Estate-Related Assets to continue to 

increase, as it continues to divest its 

legacy portfolio assets and reinvest in 

Qualifying Real Estate Assets and RealEstate Related Assets. Applicant 

represents that currently it derives no 

material portion of its gross income 

from securities that are not Qualifying 

Real Estate Assets or Real Estate-Related 

Assets. 

8. Upon deregistering as an 

investment company, which will be the 

final step in implementing the Business 

Change Proposal, Applicant represents 

that it will issue a press release to 

shareholders indicating that it is no 

longer a registered investment company 

and will cease indicating in its financial 

statements that it is a registered 

investment company. 

9. Applicant states that it is not 

currently a party to any litigation or 

administrative proceeding and has 

timely complied with its obligations to 

file annual and other reports with the 

Commission. 

10. Applicant represents that, if the 

requested order is granted, its common 

shares will continue to be traded on The 

Nasdaq Stock Market LLC. 

Applicant’s Legal Analysis: 

1. Section 8(f) of the Act provides that 

whenever the Commission, upon 

application or its own motion, finds that 

a registered investment company has 

ceased to be an investment company, 

the Commission shall so declare by 

order and upon the taking effect of such 

order, the registration of such company 

shall cease to be in effect. 

2. Section 3(a)(1)(A) of the Act defines 

an ‘‘investment company’’ as any issuer 

which ‘‘is or holds itself out as being 

engaged primarily, or proposes to 

engage primarily, in the business of 

investing, reinvesting, or trading in 

securities.’’ Section 3(a)(1)(B) of the Act 

defines an ‘‘investment company’’ as 

any issuer which ‘‘is engaged or 

proposes to engage in the business of 

issuing face-amount certificates of the 

installment type, or has been engaged in 

such business and has any such 

certificate outstanding.’’ 

3. Section 3(a)(1)(C) of the Act defines 

an ‘‘investment company’’ as any issuer 

which ‘‘is engaged or proposes to engage 

in the business of investing, reinvesting, 

owning, holding, or trading in 

securities, and owns or proposes to 

acquire investment securities having a 

value exceeding 40 per centum of the 

value of such issuer’s total assets 

(exclusive of Government securities and 

cash items) on an unconsolidated 

basis.’’ Section 3(a)(2) of the Act defines 

‘‘investment securities’’ as ‘‘all 

securities except (A) Government 

securities, (B) securities issued by 

employees’ securities companies, and 

(C) securities issued by majority-owned 

subsidiaries of the owner which (i) are 

not investment companies, and (ii) are 

not relying on the exception from the 

definition of investment company in 

paragraph (1) or (7) of subsection (c).’’ 

4. Applicant states that it is no longer 

an investment company as defined in 

section 3(a)(1)(A), 3(a)(1)(B) or section 

3(a)(1)(C). With regard to section 

3(a)(1)(A), Applicant represents that it 

now operates as a commercial mortgage 

REIT, and argues that its historical 

development, its public representations, 

the activities of its directors and 

officers, the nature of its present assets 

and the sources of its present income 

support this assertion. 

5. With regard to section 3(a)(1)(B), 

Applicant represents that it is not 

engaged, and does not propose to 

engage, in the business of issuing faceamount certificates of the installment 

type, has not been engaged in such 

business and does not have any such 

certificate outstanding. 

6. With regard to section 3(a)(1)(C), 

Applicant represents that, as discussed 

in greater detail below, the Real Estate 

Subsidiary is excluded from the 

definition of investment company by 

virtue of section 3(c)(5)(C) of the Act 

and that, as a result, securities issued by 

the Real Estate Subsidiary are not 

‘‘investment securities’’ within the 

meaning of section 3(a)(2) of the Act. 

Because the value of Applicant’s 

interest in the Real Estate Subsidiary 

exceeds 60% of the value of Applicant’s 

Adjusted Total Assets, the value of any 

‘‘investment securities’’ owned by 

Applicant is less than 40% of the value 

of Applicant’s Adjusted Total Assets. 

Applicant, therefore, states that it is not 

an investment company within the 

meaning of section 3(a)(1)(C) of the Act. 

7. Section 3(c)(5)(C) of the Act 

excludes from the definition of an 

investment company ‘‘any person who 

is not engaged in the business of issuing 

redeemable securities, face-amount 

certificates of the installment type or 

periodic payment plan certificates, and 

who is primarily engaged in one or more 

of the following businesses: . . . (C) 

purchasing or otherwise acquiring 

mortgages and other liens on and 

interests in real estate.’’ 

8. Applicant represents that, as of 

November 30, 2020, the only assets of 

the Real Estate Subsidiary were 

mortgage loans fully secured by real 

estate and, as a result, the Real Estate 

Subsidiary meets the exclusion from the 

definition of investment company in 

section 3(c)(5)(C). 

9. Applicant states that it is thus 

qualified for an order of the Commission 

pursuant to section 8(f) of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27206 Filed 12–10–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90579; File No. SR– 

PEARL–2020–28] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 2611, Odd and Mixed Lots 

December 7, 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 November 

23, 2020, MIAX PEARL, LLC (‘‘MIAX 

PEARL’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing a proposal to 

amend Exchange Rule 2611 regarding 

the handling of odd lot sized orders. 

The text of the proposed rule change 

is available on the Exchange’s website at 

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

office, and at the Commission’s Public 

Reference Room. 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 80201 

3Exchange Rule 2610 provides that the unit of 

trading in stocks is one (1) share. 100 shares 

constitutes a ‘‘round lot,’’ unless specified by the 

primary listing market to be fewer than 100 shares. 

Any amount less than a round lot shall constitute 

an ‘‘odd lot,’’ and any amount greater than a round 

lot that is not a multiple of a round lot shall 

constitute a ‘‘mixed lot.’’ 

4The proposed rule change is substantially 

similar to a recent rule amendment by the New 

York Stock Exchange LLC (‘‘NYSE’’). See Securities 

Exchange Act Nos. 88362 (March 12, 2020), 85 FR 

15538 (March 18, 2020) (SR–NYSE–2020–13); and 

88793 (May 1, 2020), 85 FR 27259 (May 7, 2020) 

(SR–NYSE–2020–13) (‘‘NYSE Approval Order’’). 

See also NYSE Rule 7.38. 

5See Exchange Rule 1901 defining the term 

‘‘MIAX PEARL Equities Book’’. 

6Like round and mixed lot sized orders, odd lot 

sized orders would be subject to the Exchange price 

sliding processes under Exchange Rule 2614(g). 

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

8 15 U.S.C. 78f(b)(5). 

9See the NYSE Approval Order, supra note 5. See 

NYSE Rule 7.38. See also Nasdaq Rules 4703(b)(3) 

(defining the term ‘‘odd lot’’ as an order attribute) 

and 4702 (describing which order attributes are 

available for orders on Nasdaq, without any 

discussion of odd lot sized orders being priced 

differently than round-lot sized orders). See also 

BZX Rules 11.10 (defining the term ‘‘odd lot’’) and 

11.9 (describing BZX Orders and Modifiers, without 

any discussion of odd lot sized orders being priced 

differently than round-lot sized orders). 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend Exchange Rule 2611 

to provide that odd lot orders 3 would 

no longer be processed differently than 

orders that are a round lot or greater in 

size.4 Exchange Rule 2611 sets forth the 

requirements relating to odd and mixed 

lot trading of equity securities on the 

Exchange’s equity trading platform 

(referred to herein as ‘‘MIAX PEARL 

Equities’’). Exchange Rule 2611(b) 

further provides that round lot, mixed 

lot, and odd lot orders are treated in the 

same manner on the Exchange, provided 

that, the working and display price of a 

displayable odd lot order will be 

adjusted both on arrival and when 

resting on the MIAX PEARL Equities 

Book.5

Currently, Exchange Rule 2611(b)(1) 

and subparagraphs (A)–(C) describe how 

the working and displayed price of odd 

lot orders are adjusted in relation to the 

contra-side Protected Best Bid (‘‘PBB’’) 

or Protected Best Offer (‘‘PBO’’, 

collectively with PBB, the ‘‘PBBO’’). In 

short, working and displayed prices of 

odd lot orders are bound by either the 

PBBO of an away trading center or of 

the Exchange, which means resting odd 

lot orders can be re-priced if the PBBO 

changes or becomes locked or crossed. 

Specifically, current Exchange Rule 

2611(b)(1)(A) reflects standard behavior 

and provides that if the limit price of an 

odd lot order to buy (sell) is below 

(above) the PBO (PBB) of an away 

Trading Center, it will have a working 

and display price equal to the limit 

price. Current Exchange Rule 

2611(b)(1)(B) provides that if the limit 

price of an odd lot order to buy (sell) is 

at or above (below) the PBO (PBB) of an 

away Trading Center, it will have a 

working price equal to the PBO (PBB). 

The display price will also be adjusted 

to one minimum price variation lower 

(higher) than the PBO (PBB). Current 

Exchange Rule 2611(b)(1)(C) provides 

that if the PBBO is locked or crossed 

and the limit price of an odd lot order 

to buy (sell) resting on the MIAX PEARL 

Equities Book is above (below) the PBO 

(PBB) of an away Trading Center, it will 

have a working and display price equal 

to the PBB (PBO) of the Exchange. 

Current Exchange Rule 2611(b)(1)(C) 

further provides that the working and 

display price of such odd lot order will 

be adjusted again pursuant to 

paragraphs (A) and (B) of Exchange Rule 

2611(b)(1) should the PBBO unlock or 

uncross. 

As proposed, odd lot sized orders 

would be handled in the same manner 

as orders of a round lot size or higher, 

and if they are designated displayed, 

they would stand their ground if locked 

or crossed by the PBBO of an away 

trading center.6 The proposal would, 

therefore, result in fewer orders being 

re-priced, thereby allowing those orders 

to retain their priority on the MIAX 

PEARL Equites Book. To effect this 

change, the Exchange proposes to delete 

Exchange Rule 2611(b)(1) and subparagraphs (A)–(C) in their entirety. As 

a result of these changes, Exchange Rule 

2611(b) would provide, without any 

qualifiers, that ‘‘[r]ound lot, mixed lot 

and odd lot orders are treated in the 

same manner on the Exchange.’’ The 

Exchange proposes an additional nonsubstantive change to renumber current 

Exchange Rule 2611(b)(2) as Exchange 

Rule 2611(c). 

Implementation 

Due to the technological changes 

associated with this proposed change, 

the Exchange will issue a trading alert 

publicly announcing the 

implementation date of this proposed 

rule change. The Exchange anticipates 

that the implementation date will be in 

the first half of 2021. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the Act,7

in general, and furthers the objectives of 

Section 6(b)(5),8 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 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. The Exchange believes 

that processing odd lot sized orders in 

the same manner as round and mixed 

lot sized orders would remove 

impediments to and perfect the 

mechanism of a free and open market 

because the same principle applies: an 

order of any size that has been 

displayed has priority at that price if an 

away Trading Center subsequently locks 

or crosses that price. In addition, the 

Exchange believes that processing odd 

lot orders the same as round-lot sized 

orders is not novel as it is consistent 

with the rules of other exchanges.9

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. In fact, the 

Exchange believes that the proposal may 

have a positive effect on competition 

because it is designed to conform how 

the Exchange processes odd lot orders to 

the functionality available on other 

exchanges. The Exchange believes that 

the proposed change would promote 

competition because fewer orders would 

need to be repriced on the Exchange and 

therefore liquidity providers seeking for 

their orders to retain priority may route 

additional orders to the Exchange. 

Likewise, liquidity takers may be more 

likely to route orders to the Exchange if 


jbell on DSKJLSW7X2PROD with NOTICES
80202 Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 

10 15 U.S.C. 78s(b)(3)(A). 

11 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. 12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Previously, the Exchange filed to relocate other 

rules within its Rulebook. See Securities Exchange 

Act Release No. 87778 (December 17, 2019), 84 FR 

70590 (December 23, 2019) (SR–NASDAQ–2019– 

098). 

they have greater determinism regarding 

the price at which their orders would be 

executed. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days after the date of 

the filing, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to 19(b)(3)(A) 

of the Act 10 and Rule 19b-4(f)(6) 11

thereunder. 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

PEARL–2020–28 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–2020–28. 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–2020–28, and 

should be submitted on or before 

January 4, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27201 Filed 12–10–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90577; File No. SR– 

NASDAQ–2020–079] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Relocate Its 

Equity and General Rules From Its 

Current Rulebook Into Its New 

Rulebook Shell 

December 7, 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 November 

23, 2020, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to relocate its 

equity and general rules from its current 

Rulebook into its new Rulebook shell. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

The purpose of this rule change is to 

relocate Nasdaq equity and general rules 

from the current Rulebook into the new 

Rulebook shell.3 The Exchange also 

proposes a number of minor, nonsubstantive changes to the Rulebook 

shell as described below. The relocation 

and harmonization of these rules is part 

of the Exchange’s continued effort to 

promote efficiency and conformity of its 

processes with those of its affiliated 

exchanges. The Exchange believes that 

the placement of these rules into their 

new location in the Rulebook shell will 


jbell on DSKJLSW7X2PROD with NOTICES