75342 Federal Register / Vol. 88, No. 211 / Thursday, November 2, 2023 / Notices 

21See supra note 16. 

22 15 U.S.C. 78s(b)(3)(A). 

23 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. 

24 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 

4See Securities Exchange Act Release No. 98393 

(September 14, 2023), 88 FR 64933. 

5 15 U.S.C. 78s(b)(3)(C). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 98647, 

88 FR 68798 (October 4, 2023). 

disseminated following the conclusion 

of a regulatory halt does not burden 

inter-market competition because it 

could improve confidence in the 

Exchange’s overall execution quality by 

preventing orders from being 

unnecessarily canceled due to stale 

reference prices.21 Further, this 

proposed rule change may increase 

confidence in the proper functioning of 

the Exchange and contribute to 

additional competition among trading 

venues. Rather than impede 

competition, the proposal is designed to 

avoid the unwanted cancelation of 

orders following a regulatory halt, 

which, in turn, could enhance the 

integrity of trading on the Exchange. 

These proposals also would not burden 

intra-market competition because it 

would apply to all Equity Members 

equally and all Equity Members’ orders 

would not be subject to the applicable 

protection where it would be based on 

a stale reference price and result in an 

unnecessary cancelation of the order, as 

described here. 

Rule Reorganization 

The reorganization of Exchange Rules 

2614(a)(1)(ix)(C) and 2618(b)(1) would 

not impact competition because such 

changes would not enhance or alter the 

Exchange’s ability to compete, but 

rather, make each rule easier to 

comprehend, reducing the potential for 

inadvertent investor confusion. 

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 22 and Rule 19b–4(f)(6) 23

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

PEARL–2023–58 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–2023–58. 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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–PEARL–2023–58 and should be 

submitted on or before November 24, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Dated: October 30, 2023. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–24270 Filed 11–1–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98806; File No. SR– 

CboeBYX–2023–013] 

Self-Regulatory Organizations; Cboe 

BYX Exchange, Inc.; Notice of 

Withdrawal of Proposed Rule Change 

To Amend Its Fee Schedule Related to 

Physical Port Fees 

October 27, 2023. 

On September 1, 2023, Cboe BYX 

Exchange, Inc. (‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change to amend certain connectivity 

and port fees. 

The proposed rule change was 

immediately effective upon filing with 

the Commission pursuant to Section 

19(b)(3)(A) of the Act.3 The proposed 

rule change was published for comment 

in the Federal Register on September 

20, 2023.4 On September 29, 2023, 

pursuant to Section 19(b)(3)(C) of the 

Act,5 the Commission: (1) temporarily 

suspended the proposed rule change; 

and (2) instituted proceedings under 

Section 19(b)(2)(B) of the Act 6 to 

determine whether to approve or 

disapprove the proposed rule change.7

On October 25, 2023, the Exchange 


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Federal Register / Vol. 88, No. 211 / Thursday, November 2, 2023 / Notices 75343 

8 17 CFR 200.30–3(a)(12). 

1 Initiation or Resumption of Quotations by a 

Broker or Dealer Who Lacks Certain Information, 

Release No. 34–9310 (Sept. 13, 1971), 36 FR 18641 

(Sept. 18, 1971). 

2See Publication or Submission of Quotations 

Without Specified Information, Release No. 34– 

89891 (Sept. 16, 2020), 85 FR 68124, 68125 (Oct. 

27, 2020) (‘‘2020 Rule 15c2–11 Release’’). 

3The term ‘‘security’’ is defined under section 

3(a)(10) of the Exchange Act and specifically 

includes, among others, notes, bonds, debentures, 

and certificates of deposit, which are commonly 

known as fixed-income securities. 15 U.S.C. 

78c(a)(10), (79). For purposes of this order, the term 

‘‘fixed-income security’’ shall mean any note, bond, 

debenture, certificate of deposit for a security, 

certificate of deposit, or asset-backed security. See 

id. 

4See 15 U.S.C. 78o(c)(2)(A). The term ‘‘exempted 

security’’ includes, among others, certain 

government securities, such as securities which are 

direct obligations of, or obligations guaranteed as to 

principal or interest by, the United States. See 15 

U.S.C. 78c(a)(12), (42). 

5 17 CFR 240.15c2–11(f)(4). The term ‘‘municipal 

security’’ includes, among others, securities which 

are direct obligations of, or obligations guaranteed 

as to principal or interest by, a State or any political 

subdivision thereof, or any agency or 

instrumentality of a State or any political 

subdivision thereof, or any municipal corporate 

instrumentality of one or more States. See 15 U.S.C. 

78c(a)(29). 

6See 17 CFR 240.15c2–11(a)(1)(i)(A), (B). The 

terms ‘‘current’’ and ‘‘publicly available’’ are 

defined in paragraphs (e)(2) and (e)(5) of Rule 15c2– 

11, respectively, and have the same meaning in this 

order. 

7See 17 CFR 240.15c2–11(a)(1)(i)(C). See also 

2020 Rule 15c2–11 Release, 85 FR at 68125. These 

rule amendments, among other things, expanded 

the scope of Rule 15c2–11’s requirements for 

obtaining and reviewing specified information. 

Broker-dealers may publish initial quotations in 

reliance on the publicly available determination of 

a ‘‘qualified interdealer quotation system’’ that it 

complied with the information review requirement 

set forth in Rule 15c2–11(a)(2)(i) through (iii). See 

17 CFR 15c2–11(a)(1)(ii). 

8See 17 CFR 240.15c2–11(d)(1)(i)(A). See also 

2020 Rule 15c2–11 Release, 85 FR at 68131, 68162. 

9 17 CFR 230.144A. See also No. 33–6862 (Apr. 

23, 1990), 55 FR 17933, 17939 n.55 (Apr. 30, 1990) 

(‘‘Rule 144A Adopting Release’’) (noting the 

applicability of Rule 15c2–11 to Rule 144A 

offerings). 

10 15 U.S.C. 77a. 

11 17 CFR 201.192(a). 

12See, e.g., Letter from Andrew Pincus to Vanessa 

Countryman, Petition for Rulewriting and 

Application for Exemption from Rule 15c2–11 

(Nov. 22, 2022), https://www.sec.gov/files/rules/ 

petitions/2022/petamend-rule-15c211-4795.pdf. 

13 15 U.S.C. 78mm. 

14 17 CFR 240.15c2–11(g). 

15The Petition was limited to Rule 144A fixedincome securities and expressly excluded equity 

Continued 

withdrew the proposed rule change 

(SR–CboeBYX–2023–013). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2023–24171 Filed 11–1–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98819; File No. 4–795] 

Order Granting Broker-Dealers 

Exemptive Relief, Pursuant to Section 

36(a) and Rule 15c2–11(g) Under the 

Securities Exchange Act of 1934, From 

Rule 15c2–11 for Fixed-Income 

Securities Sold in Compliance With the 

Safe Harbor of Rule 144A Under the 

Securities Act of 1933 

October 30, 2023. 

I. Introduction 

The Securities and Exchange 

Commission (‘‘Commission’’) adopted 

17 CFR 240.15c2–11 (‘‘Rule 15c2–11’’) 

under the Securities Exchange Act of 

1934 (‘‘Exchange Act’’) in 1971.1 In 

September 2020, the Commission 

adopted amendments to Rule 15c2–11 

to, among other things, provide greater 

transparency to investors and other 

market participants by requiring brokers 

or dealers to have in their records 

specified information about the issuer 

and its security that is current and 

publicly available before a broker-dealer 

can begin quoting that security.2 Rule 

15c2–11 governs the publication of 

quotations for securities 3 in a quotation 

medium other than a national securities 

exchange, i.e., over-the-counter (‘‘OTC’’) 

securities, other than exempted 

securities 4 and municipal securities.5

Rule 15c2–11 sets forth certain 

information review and recordkeeping 

requirements for brokers and dealers to 

initiate or resume quotations for 

securities in the OTC market. Under 17 

CFR 240.15c2–11(a)(1)(i), a broker or 

dealer, before it may publish any 

quotation for a security or, directly or 

indirectly, submit any such quotation 

for publication, in a quotation medium 

other than a national securities 

exchange, must obtain, have in its 

records, and review key, basic 

information regarding the subject 

security and its issuer, as specified in 17 

CFR 240.15c2–11(b) (‘‘paragraph (b) 

information’’), that is ‘‘current’’ and 

‘‘publicly available.’’ 6 In addition, 

based upon a review of the applicable 

paragraph (b) information, together with 

any other supplemental documents and 

information specified in 17 CFR 

240.15c2–11(c), the broker or dealer 

must have a reasonable basis under the 

circumstances for believing that the 

paragraph (b) information is accurate in 

all material respects and is from a 

reliable source.7 Further, the reviewing 

broker or dealer must also preserve 

documents and information that are 

required to be obtained under the 

applicable paragraphs (a), (b), and (c) of 

Rule 15c2–11.8

Following the Commission’s 2020 

adoption of amendments to Rule 15c2– 

11, certain market participants stated 

that Rule 15c2–11’s information review 

and recordkeeping requirements should 

not apply with regard to quotations for 

fixed-income securities that are sold in 

compliance with the safe harbor in 17 

CFR 230.144A (‘‘Rule 144A’’) 9 under 

the Securities Act of 1933 10 (‘‘Rule 

144A fixed-income securities’’). In 

particular, on November 22, 2022, the 

National Association of Manufacturers 

and the Kentucky Association of 

Manufacturers submitted a petition to 

the Commission pursuant to 17 CFR 

201.192(a) of the Commission’s Rules of 

Practice 11 for a rulemaking to amend 

Rule 15c2–11, to expressly exempt from 

Rule 15c2–11 Rule 144A fixed-income 

securities (‘‘Petition’’). The Petition also 

requested, in the alternative, that the 

Commission expressly exempt Rule 

144A fixed-income securities from Rule 

15c2–11 pursuant to the exemptive 

authority set forth in 17 CFR 240.15c2– 

11(g).12

For the reasons discussed below, this 

Order exempts Rule 144A fixed-income 

securities from Rule 15c2–11, thus 

effectively granting the alternative relief 

sought in the Petition. 

II. Discussion of Exemptive Relief 

Section 36 of the Exchange Act 

authorizes the Commission to, 

conditionally or unconditionally, 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision or provisions of the 

Exchange Act, or of any rule or 

regulation thereunder, to the extent that 

such exemption is necessary or 

appropriate in the public interest, and is 

consistent with the protection of 

investors.13 Paragraph (g) of Rule 15c2– 

11 under the Exchange Act similarly 

provides that the Commission may, 

conditionally or unconditionally, 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision or provisions of Rule 

15c2–11 to the extent that such 

exemption is necessary or appropriate 

in the public interest, and is consistent 

with the protection of investors.14

This exemptive relief is limited to 

Rule 144A fixed-income securities.15


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